GWALIOR POLYPIPES LIMITED Our Board of Directors S ......GWALIOR POLYPIPES LIMITED Regd. Office : -...

GWALIOR POLYPIPES LIMITED

Our Board of Directors

S. No. Name Designation

1. Sanil Prakash Sahu Managing Director

2. Anil Prakash Sahu Non – Executive Director

3. Swati Sanil Sahu Non – Executive Director

4. Ashok Gupta Independent Director

5. Rakhi Singh Independent Director

6. Y S Shah Independent Director

Company Secretary

Aditya K Pandey

Auditors

SNMG & Co.

Chartered Accountant

New Delhi

Registered Office

Polypipes Estate,

Malanpur Industrial Area

Malanpur – 477117

Distt.: Bhind (M.P.)

Works

Unit – I Unit II

Sanju Estate Sanju Estate

Malanpur Industrial Area A- 170-171, Indraprastha Industrial Area

Malanpur – 477117 Kota - 324005

Distt. : Bhind (M.P.) Rajasthan

GWALIOR POLYPIPES LIMITED

Regd. Office : - Polypipe Estate, Malanpur Industrial Area,

Malanpur, District- Bhind (M.P)

Notice

Notice is hereby given that the 34th Annual General Meeting of the Company will be held at 11.00 AM on Friday, 29th September,

2017 at the registered office of the company to transact the following business:

Ordinary Business

1. To receive, consider and adopt audited financial statements for the year ended March 31, 2017, together with reports of

Directors and Auditors thereon and financial statements for the year ended March 31, 2017.

2. To appoint a director in place of Mr. Anil Prakash Sahu (DIN: 00335684), who retires by rotation at this annual general

meeting and, being eligible, offers himself for re-appointment.

3. To Consider and if thought fit, to pass with or without modification(s), the following resolution as an Ordinary Resolution:

“RESOLVED THAT pursuant to the provisions of Section 139 and other applicable provisions of Companies Act, 2013

read with Companies (Audit and Auditors) Rules, 2014 (including any statutory modification or re-enactment thereof for the

time being in force) and pursuant to the recommendation made by the Audit Committee of the Board, M/s Arun K. Agrawal

& Associate., Chartered Accountants be and is hereby appointed as the Statutory Auditors of the Company, in place of the

retiring Statutory Auditors M/s SNMG & Co, Chartered Accountants to hold office from the conclusion of this 34th Annual

General Meeting till conclusion of the 39th Annual General Meeting and that the Board be and is hereby authorised to fix

such remuneration as may be recommended by the Audit Committee.”




time being in force) and pursuant to the recommendation made by the Remuneration and Nomination Committee of the

Board, Mrs. Rakhi Singh, Additional - Independent - Director of the company be and is hereby appointed as Independent

Director of the company.”




time being in force) and pursuant to the recommendation made by the Remuneration and Nomination Committee of the

Board, Mr. Y S Shah, Additional - Independent - Director of the company be and is hereby appointed as Independent

Director of the company.”

Special Business

1. To consider and if thought fit, to pass with or without modification(s), the following resolution as an Special Resolution:

“RESOLVED THAT pursuant to recommendation of the Nomination and Remuneration Committee, and approval of the

Board and subject to the provisions of Sections 196, 197, 198, 203 and other applicable provisions of the Companies Act, 2013

and the rules made thereunder (including any statutory modification or re-enactment thereof) read with Schedule- V of the

Companies Act, 2013, approval of the members of the Company be and is hereby accorded to the re-appointment of Mr. Sanil

Prakash Sahu, as Managing Director of the Company for a period of 5 years with effect from June 1, 2017 upon the terms and

conditions as detailed in the explanatory statement attached hereto and the Board of Directors be and is hereby authorised to

alter and vary such terms of appointment and remuneration so as not to exceed the limits specified in Schedule V to the

Companies Act, 2013 as may be agreed to by the Board of Directors and Mr. Sanil Prakash Sahu.

RESOLVED FURTHER THAT the remuneration payable to Mr. Sanil Prakash Sahu shall not exceed the overall ceiling of

the total managerial remuneration as provided under Section 197 of the Companies Act, 2013 or in the event of absence of or

inadequacy of profit in any Financial Year during his tenure the remuneration shall be governed as provided under Section II of

Part II of Schedule V to the Companies Act, 2013 or other limits specified in Schedule V to the Companies Act, 2013.

RESOLVED FURTHER THAT Mr. Sanil Prakash Sahu is appointed as a Managing Director on Board not liable to retire by

rotation

RESOLVED FURTHER THAT the Board be and is hereby authorized to do all such acts, deeds and things and execute all

such documents, instruments and writings as may be required and to delegate all or any of its powers herein conferred to any

Committee of Directors or Director(s) to give effect to the aforesaid resolution.

For and on behalf of the Board of Directors

Place: New Delhi

Date: 30th August, 2017

Aditya K Pandey

Company Secretary

Notes:

1. A MEMBER ENTITLED TO ATTEND AND VOTE AT THE ANNUAL GENERAL MEETING (THE

MEETING) IS ENTITLED TO APPOINT A PROXY TO ATTEND AND VOTE ON A POLL INSTEAD OF

HIM/HERSELF, AND THE PROXY NEED NOT BE A MEMBER OF THE COMPANY. THE

INSTRUMENT APPOINTING PROXY SHOULD BE DULY FILLED IN, SIGNED AND PROPERLY

STAMPED, THEREAFTER SHALL BE DEPOSITED AT THE REGISTERED OFFICE OF THE

COMPANY NOT LESS THAN FORTY-EIGHT HOURS BEFORE THE COMMENCEMENT OF THE

MEETING.

2. A person can act as a proxy on behalf of not exceeding fifty (50) members and holding in aggregate not more

than ten (10) percent of the total share capital of the Company.

3. Corporate Members are requested to send a duly certified copy of resolution authorizing their representative to

attend and vote on their behalf at the Meeting.

4. Members/ Proxies should fill the Attendance slip enclosed herewith for attending the meeting.

5. The Register of Directors, key Managerial Personnel including their shareholding maintained under Section 170

and Register of Contracts and Arrangement in which directors are interested, maintained under section 189 of

the Companies Act, 2013 will be available at AGM.

6. The Register of Members and Share Transfer Books for equity shares of the company will remain closed from

Thursday 21st September, 2017 to Thursday 28th September, 2017 (both days inclusive).

7. The Complete notice as well as Annual report of the Company is also available on the website of the Company

i.e. www.gwaliorpolypipes.com

8. Members seeking any information/clarification with regard to accounts and audit are requested to write to the

Company in advance and their queries should reach the Registered Office of the Company at least seven days

prior to the date of meeting, so as to enable the Management to keep the information/clarification ready.

9. The Securities and Exchange Board of India (SEBI) has mandate the submission of Permanent Account

Number (PAN) by every participant in securities market. Members holding shares in physical form can submit

their PAN details to the company.

10. Members holding shares are requested to furnish their email at [email protected] and/or send letter to

us quoting their Folio No. and e-mail ID to enable us to serve any document, notice, communication, Annual

report etc. through e-mail. For members, who have not registered their email addresses, physical copies of the

Annual Report 2017 are being sent by permitted mode.

11. We request the members to continue to support the Green Initiative introduction by MCA and make it success.

12. Pursuant to the stipulations in SEBI (LODR) Regulation, 2015 read with Section 108 of the Companies Act

2013 and the relevant Rules, the Company has entered into an arrangement with NSDL to facilitate the Member

to exercise their right to vote at the Annual General Meeting by electronic means. The members may cast their

votes using an electronic voting system from a place other than the venue of the Meeting (‘remote e-

voting’).The details process for participating in e-voting is given on a separate Annexure.

13. The Securities and Exchange Board of India (SEBI) has mandated the submission of Permanent Account

Number (PAN) by every participant in securities market. Members holding shares are therefore, requested to

submit the PAN to company at its registered office.

Explanatory Statement

1. Pursuant to Regulation 36 of the SEBI (LODR) Regulations 2015 and Secretarial Standard 2 Issued by ICSI, the

brief profile of Mr. Sanil Prakash Sahu and Mr Anil Prakash Sahu, Director eligible for re-appointment is as

follows:-

Particulars Mr. Sanil Prakash Sahu Mr. Anil Prakash Sahu Mrs Rakhi

Singh

Mr Y S Shah

DIN 00335201 01709955 07145312 07223368

Age 02.01.1955 05.04.1952 22.08.1988 13.10.1953

Qualifications C.A. C.A. C. S. Graduate

Expertise in

specific

functional areas

Mr. Sanil Prakash Sahu, is a fellow

member of Institute of Chartered

Accountants of India with 40 years

post of qualification experiences

covering professional practice as well

as senior role in industry. He is with

Gwalior Polypipes Ltd. for 35 years

and has been part of the entire journey

since incorporation of the Company.

He is known abilities to systematically

address any complex need. In this

Competitive Market, his knowledge of

finance, Cost and market is edge for

the company.

Mr. Anil Prakash Sahu, is a

fellow member of Institute of

Chartered Accountants of

India having 42 years of

post-qualification

experiences. He is very

excellent in corporate Law

and Taxation, with extensive

experience in trade and

industry.

Mr Y S Shah is

a marketing

personnel and

has good

exposure in

Marketing of

various

products.

Mrs Rakhi Singh is an

associate member of ICSI.

She has good exposure of

corporate law compliance

and listing compliance.

Directorships in

other Companies

a. G.D.S. Vishwanath

Singh Holdings Pvt Ltd.

b. Kajal Exports Private

Limited

c. Nisha Polymers

Industries Limited

d. Sunviz Impex Private

Limited

a. Kajal Exports

Private Limited

a. NKG

Infrastructure

Limited

Memberships

/Chairmanshipsof

committees of

other public

companies

(includes only

Audit Committee

and Stakeholders’

Relationship

Committee.)

Nil Nil Nil Nil

Relationship

with any

Director(s) of

the Company

1. Husband of Mrs.

Swati Sanil Sahu

2. Brother of Anil

Prakash Sahu

1. Brother of

Sanil

Prakash

Sahu.

2. The Board of Directors of the Company in its meeting held on May 25, 2017 on recommendation of

Nomination and Remuneration Committee and subject to the Shareholders' approval, has approved re-

appointment of Mr. Sanil Prakash Sahu as Managing Director of the Company for a further period of 5 year

w.e.f. June 1, 2017 to May 31, 2022.

Salary – Rs. 1, 50,000/--10,000/- 1,90,000/- per month including the House Rent Allowance as per company

rule

Perquisites

PART A

a. Conveyance – Free use of company’s car with driver.

b. Medical Reimbursement – Expenses incurred for self and family subject to ceiling of the one month’s

salary in a year or three month’s salary over a period of three years

c. Leave Travel Facility – For managing director and his family in accordance with the rules of the company.

d. Club Fee – Fee for two clubs. This will not include admission and life membership fee.

e. Bonus – As may be decided by the company from time to time or as per Payment of minimum Bonus Act.

f. Personal Accidental Insurance – Premium not exceeding Rs. 10,000 p.a.

PART B

a. Provident Fund and Superannuation Fund – Company’s contribution as per Rules of the company on basic

salary;

b. Gratuity – Not exceeding half a month’s salary for each completed year of service or fraction thereof.

c. Leave encashment – Accumulated leave at the time of retirement on attainment the age of 75 years and/or

on resigning and/or removal from directorship. The amount of leave salary shall be calculated on the basis

of the last drawn pay.

d. Telephone – Provision of telephone at the residence of the whole time director at the company’s cost.

DIRECTORS’ REPORT

Dear Members,

Your Directors are pleased to present the 34th Annual Report on the business and operations of the Company together

with the Financial Statements for the year ended 31st March 2017.

Financial Highlights

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

Particulars 2016-17

(Rs. In Lakhs)

2015-2016

(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.

Directors’ Responsibility Statement

Pursuant to Section 134(5) of the Companies Act, 2013, the board of directors, to the best of their knowledge and ability,

confirm that:

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 Director’s 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 04th April, 2016, 26th July 2016, 29th August 2016, 3rd November

2016 and 16th February 2017. The attendance details is as following:-

S. No. Name of Director Designation Board Meeting

1. Sanil Prakash Sahu Managing Director 5

2. Anil Prakash Sahu Non- Executive Director 5

3. Swati Sanil Sahu Non- Executive Director 5

4. 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 sub-

section (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 Auditor’s

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 Company’s 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

Board’s 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 Company’s 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

Company’s 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.

Place: New Delhi Anil Prakash Sahu Sanil Prakash Sahu

Date: 30th August,2017 DIN : 00335684 DIN : 00335201

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 equipment’s : 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

(Amt in INR)

2015-16

(Amt in INR)

Foreign Exchange Earned NIL NIL

Foreign Exchange Used NIL NIL

REPORT OF THE BOARD OF DIRECTORS

POLICY ON DIRECTORS’ APPOINTMENT AND REMUNERATION

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 Company’s policy, the Company doesn’t 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.

Place: New Delhi Anil Prakash Sahu Sanil Prakash Sahu

Date: 30th August, 2017 DIN : 00335684 DIN : 00335201

FORM NO. MGT.9

EXTRACT OF ANNUAL RETURN

as on the financial year ended on 31st march 2015

[Pursuant to section 92(3) of the Companies Act, 2013 and

Rule 12(1) of the Companies (Management and Administration) Rules, 2014]

I. REGISTRATION AND OTHER DETAILS:

1. CIN : L28939MP1982PLC002072

2. Registration Date : 19/10/1982

3. Name of the Company : GWALIOR POLYPIPES LTD.

4. Category / Sub-Category of the Company : PUBLIC COMPANY

5. Address of the Registered office and : Polypipe Estate, Malanpur Industrial Area, Malanpur, Bhind,

contact details M.P.

6. Whether listed Company : Yes on BSE LIMITED

7. Name, Address and Contact details of Registrar and Transfer Agent, if any

Company has in-house share transfer facility

II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY

All the business activities contributing 10 % or more of the total turnover of the company shall be stated:-

S. No. Name and Description of

main products/ services

NIC Code of the

Product/service

% to total turnover of the

company

1.

HDPE and PVC Pipes &

Fittings

22208

99%

III. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES – NIL

Shareholding Pattern

i. Category Wise Shareholding

Category of

Shareholders

No. of shares held as on 01.04.2016 No. of shares held as on 31.03.2017 %

Change

during

the

year Demat Physical Total

% of

Total

Shares

Demat Physical Total

% of

Total

Shares

a. Promoters

a Individuals/HUFs 1286130 1286130 18.60 1286130 1286130 18.60

b Central

Govt./State Govt.

c Bodies Corporate 268650 268650 3.89 268650 268650 3.89

d Financial

Institution/Banks

e Other – Trust

Sub-Total (A) (1) 1554780 1554780 22.49 1554780 1554780 22.49

2 Individuals/HUFs

Central

Govt./State Govt.

Bodies Corporate

Financial

Institution/Banks

Other – Trust

Total Shareholding of

promoter and

promoter group

1554780 1554780 22.49 1554780 1554780 22.49

B Public

Shareholding

1 Institutions

a Mutual

Funds/UTI 173750 173750 2.51 173750 173750 2.51

b FI/Banks

c Central/State

Govt.

d Venture Capital

Fund

e

Insurance

Companies &

Other

Sub-Total (B) (1) 173750 173750 2.51 173750 173750 2.51

2 Non-Institutions

a Bodies Corporate

b Individual 267650 267650 3.87 267650 267650 3.87

i

Individual

shareholders

holding nominal

share capital

upto Rs. 1 lakh

3246678 3246678 18.60 3246678 3246678 18.60

ii

Individual

shareholders

holding nominal

share capital in

excess of

Rs. 1 lakh

1938342 1938342 18.60 1938342 1938342 18.60

c Qualified Foreign

Investors

d Any Other

Sub- Total (B)(2) 5185020 5185020 37.21 5185020 5185020 75.00

Total Public

Shareholding

(B)(1)+(B)(2)

5358770 5358770 77.51 5358770 5358770 77.51

Total Shareholding

(A)+(B) 6913550 6913550 100.00 6913550 6913550 100.00

C

Shares

held by

custodian

against

DRs

0 0 0 0 0 0.00

Total Shareholding

(A)+(B)+(C) 6913550 6913550 100 6913550 6913550 100.00

ii. Promoters Shareholding

S.

No. Category of

Shareholders

No. of shares held as on 01.04.2014 No. of shares held as on 31.03.2015

%

Chang

e

during

the

year

No. of

Shares

% of total

shares of

company

% of Shares

Pledged/encu

mbered to

total shares

No. of

Shares

% of

total

shares of

company

% of Shares

Pledged/enc

umbered to

total shares

1 Sanil P Sahu 355900 5.15 0 355900 5.15 0 0

2 Sanil Prakash

HUF 60830 0.88 0 60830 0.88 0 0

3 Swati Sanil

Sahu 75050 1.09 0 75050 1.09 0 0

4 Shivani Sanil

Sahu 301850 4.37 0 301850 4.37 0 0

5 Anil Prakash

Sahu 13300 0.19 0 13300 0.19 0 0

6 Anil Prakash

HUF 1000 0.01 0 1000 0.01 0 0

7 Priyanka Anil

Sahu 1000 0.01 0 1000 0.01 0 0

8 Bindu Anil

Sahu 1000 0.01 0 1000 0.01 0 0

9 Anu Anil Sahu 1000 0.01 0 1000 0.01 0 0

10 Harish Kumar

Sahu 192350 2.78 0 192350 2.78 0 0

11 Harish Kumar

HUF 6300 0.09 0 6300 0.09 0 0

12 Devila Harish

Sahu 175300 2.54 0 175300 2.54 0 0

13 Kajal Sahu 41600 0.60 0 41600 0.60 0 0

14 Sweta Sahu 28850 0.42 0 28850 0.42 0 0

15 Ram Niwas

Sharma 800 0.01 0 800 0.01 0 0

16 Yogendra K

Gupta 30000 0.43 0 30000 0.43 0 0

17 Kajal Exports

Pvt. Ltd. 248650 3.60 0 248650 3.60 0 0

18 Nisha Polymers

Industries Ltd. 20000 0.29 0 20000 0.29 0 0

Sub-Total (A)(1) 1554780 22.49 0 1554780 22.49 0 0

Note :- Some of the equity shares of Mr. Harish K Sahu, Mrs. Devila Harish Sahu, Harish Sahu HUF, Kajal Sahu

and Sweta Sahu are partly paid up.

iii. Change in Promoters Shareholding

S.

No.

Particulars Shareholding at the

beginning

Cumulative Shareholding

during the year

No. of

Shares

% of Total

Shares

No. of

Shares

% of Total

Shares

1 At the beginning of the year 1554780 22.49

2 Date wise Increase / Decrease in

Promoters

Shareholding during the year

specifying the reasons for increase /

decrease (e.g. allotment / transfer /

bonus/ sweat equity etc):

No Change

3 At the end of the 1554780 22.49

iv. Shareholding Pattern of top ten Shareholders (other than Directors, Promoters and Holders of GDRs and

ADRs):

S. No Top 10 Shareholders

Shareholding at the

beginning of the year

01.04.2016

Shareholding at the

beginning of the year

31.03.2017

No. of

Shares

% of Total

Shares

No. of

Shares

% of Total

Shares

1 CRB TRUSTEE LTD A C CRB MUTUAL

FUND 150000 2.17

150000 2.17

2 MANSINGH INTERNATIONAL LTD 152000 2.20 152000 2.20

3 SHRI PARASRAM HOLDINGS PVT LTD 40600 0.59 40600 0.59

4 CRB CAPITAL MARKETS LTD 37850 0.55 37850 0.55

5 HINA PRAVIN CHANDRA 32850 0.48 32850 0.48

6 SOUTHERN INDIA DEPOSITORY

SERVICES 23750 0.34

23750 0.34

7 SANJU INVESTMENTS PVT LTD 22000 0.32 22000 0.32

8 ARVIND AGGARWAL 21500 0.31 21500 0.31

9 JYOTI JAIN 18200 0.26 18200 0.26

10 RAMESH KUMAR DUBEY 18200 0.26 18200 0.26

Note:- Some of the Equity Shares of Sanju Investments Private Limited and Mansingh International Limited are partly

paid up shares.

v. Shareholding of Directors and Key Managerial Personnel:

S.No. Name of Shareholders

At the beginning of year

01.04.2016

At the end of year

31.03.2017

No of shares %

Shareholding No of shares

%

Shareholding

1 Sanil Prakash Sahu 355900 5.6 355900 5.6

2. Anil Prakash Sahu 13300 1.18 13300 1.18

3. Swati Sanil Sahu 75050 0.21 75050 0.21

4. Ashok Gupta 0 0 0 0

5. Aditya Kumar Pandey 0 0 0 0

vi. Remuneration Of Directors And Key Managerial Personnel

S. No. Name of Shareholders Sanil Prakash Sahu Aditya Kumar Pandey Total Amount

1. Salary 16,12,500 2,64,200 18,76,500

2. Stock Option

3. Sweat Shares

4. Commission

% of Profit

5. Other

Total Remuneration 16,12,500 2,64,200 18,76,500

Corporate Governance Report

(forming part of Directors’ Report)

CORPORATE GOVERNANCE REPORT

The Company has been practicing the principles of good corporate over the years. The Company submits the following

report on Corporate Governance for the Financial Year 2016-17.

COMPANY'S PHILOSOPHYON CODE OF GOVERNANCE

Your company has always endeavored for bringing excellence in all spheres of its working be it quality control,

customer satisfaction, shareholders servicing, relationship with Employees etc. The basic Corporate Governance norms

have been adopted at the Board, Management and Operational levels. These norms are reviewed and reaffirmed on an

ongoing basis.

BOARD OF DIRECTORS

i. The Composition of the Board of Directors during Financial Year 2016-17 is given herein. As on March 31,

2017, the Company has four directors. Out of the four directors, three are non-executive which include an

independent directors and a woman Director and one is Executive director.

ii. None of the directors on the board hold directorships in more than ten public companies. Further, none of them

is a member of more than ten committees or chairman of more than five committees across all the public

companies in which he is a director. Necessary disclosures regarding committee positions in other public

companies as on March 31, 2017 have been made by the directors. None of the Non-executive directors serve as

Independent Directors in more than seven listed companies and none of the Executive or Whole-time Directors

serve as Independent Director on any listed company.

iii. Independent Directors are non-executive directors as defined under SEBI ( LODR) Regulation, 2015 read with

Section 149(6) of the Act. The maximum tenure of independent directors is in compliance with the Act. All the

Independent Directors have confirmed that they meet the criteria as mentioned under Regulation 16(1)(b) of the

SEBI Listing Regulations read with Section 149(6) of the Act.

iv. The names and categories of the directors on the board, their attendance at board meetings held during the year

and the number of directorships and committee chairmanships / memberships held by them in other public

companies as on March 31, 2017 are given herein below.

List of Directors as on 31st March 2017 is as following:-

S. No. Name of Director Category DIN

1. Sanil Prakash Sahu Managing Director 00335201

2. Anil Prakash Sahu Director

00335684

3. Swati Sanil Sahu Director

00335497

4. Ashok Gupta Director

03261286

Attendance of directors in Board Meeting:-

S. No. Board Meeting Board Strength Directors Present

1. 04th April 2016 4 4

2. 26th July 2016 4 4

3. 29th August 2016 4 4

4. 3rd November 2016 4 4

5. 13th February, 2016 4 4

I. BOARD OF DIRECTORS

(A) Composition of Board

The Board of Directors of the Company comprises of 4 Directors with three Promoters (One Executive & Two Non-

executive) Directors, One Independent (Non-Executive) Directors.

(B) Non-Executive Directors’ compensation and disclosures

No remuneration has been to the Non-Executive Directors’ during the year. No stock options were granted to Non-

Executive Directors or Independent Director.

(C) Other Provisions as to Board and Committees

The meetings are convened by giving appropriate advance notice after obtaining approval of the Chairman of the

Board/Committee. Detailed agenda, management reports and other explanatory statements are circulated in advance in

the defined agenda format amongst the members for facilitating meaningful, informed and focused decisions at the

meetings.

The meetings of the Board of Directors are normally held at New Delhi 5(Five) Board Meetings were held during the

financial year 2016-2017. The dates on which the meetings were held are mentioned above.

Name Category Board

meeting

attended

during the

year

Attendance at

the last AGM

Outside Directorship and

Committee positions

Committee

Membership

Committee

Chairmanship

Sanil P Sahu Promoter

(Executive) 5 Yes

1 1

Anil P Sahu Promoter

(Non-

Executive) 5 Yes

1 0

Swati S Sahu Promoter

(Non-

Executive) 5 Yes

3 1

Ashok Gupta Independent 5 No 3 2

II. AUDIT COMMITTEE

The Company has an Audit Committee of Directors. Functioning of audit committee is as under:

1. The Audit Committee consists of the three directors as members and one of them are independent directors.

2. All members of the committee are financially literate and the Chairman is having the requisite financial

management expertise.

3. The Chairman of the Audit Committee is an independent director.

4. The Chairman of the Audit Committee is invited in ensuing coming Annual General Meeting going to be held

on 29th September, 2017.

5. The representatives of the statutory auditors and such other person and official of the company are invited to

attend the Audit Committee meetings as and when required.

III. NOMINATION AND REMUNERATION COMMITTEE

Board has established the Nomination and Remuneration Committee to works with the entire board to determine the

appropriate characteristics, skills, experience required for the board as a whole and for individual members. Board

members are expected to possess the required qualifications, integrity, expertise and experience for the experience.

IV. SHARE TRANSFER-CUM-SHAREHOLDERS GRIEVANCE COMMITTEE

i) Terms of reference

The Share Transfer-cum-Shareholders Grievance Committee is constituted under the Chairmanship of a non-executive

director to consider and approve various requests for transfer, subdivision, consolidation, renewal, exchange, issue of

new Certificates in replacement of old ones and redress the grievances of the Shareholders as may received from time to

time.

ii) Investor Complaints received and redressed

No investors’ complaint was received during the year under review. All queries received during the year under review

were replied to the satisfaction of the shareholders/investors.

V. SUBSIDIARY COMPANIES

The company has no Subsidiary Company.

VI. DISCLOSURES

(A) Basis of related party transactions

The required disclosure with respect to the related party transactions, if any were duly made to Audit Committee on

a quarterly basis. Transactions with related parties, if any are disclosed in the Notes to the Accounts as part of

Financial Statements.

(B) Disclosure of Accounting Treatment

During the year there has been no deviation in Accounting Policies/Accounting Standards of the company. The same

are disclosed in the Notes to the Accounts as part of Financial Statements.

(C) Risk Management

Your Company has a well-defined risk management framework in place. Under this framework, the Management

identifies and monitors business risks on a continuous basis and initiates appropriate risk mitigation steps as and

when deemed necessary. The company has laid down procedures to inform the Board of Directors about the Risk

Management and its minimization procedures. The Audit Committee and the Board of Directors review these

procedures periodically.

(D) Proceeds from Public issue, right issue, preferential issue etc.

Your company has not issued any share capital during the period under review by way of public issue, right issue,

and preferential issue or by any other means.

(E) Details of Non Compliance

No penalties or strictures have been imposed on the Company by Stock Exchanges or SEBI or any Statutory

Authority nor there has been any instance of non-compliance with any legal requirement or on any matter related to

Capital Markets during the last three years.

(F) SEBI Complaints Redress System (SCORES)

The Company processes the investors complaints received by it through a computerized complaints redress system.

The salient features of this system are Computerized database of all inwards receipts and action taken on them,

online submission of Action Taken Reports (ATRs) alongwith supporting documents electronically in SCORES

.The investors can view online the current status of their complaints submitted through SEBI Complaints Redress

System (SCORES).

VII. CODE OF CONDUCT

(i) In compliance with SEBI (LODR) Regulation, 2015 and the companies Act, 2013 the company has

framed a Code of Conduct and Code of Fair Disclosures. The copies of Code of Conduct as applicable

to the Members of Board, Executive officers (including Senior Management of the Company) and Non

Executive officers and all employees of the company have been sent to all the Directors and Senior

Management Personnel. These are posted on the website of the company. The copy of the Code of

Conduct and Code of Fair Disclosures can be had / inspected from the Registered Office of the

company.

(ii) All the members of the Board of Directors and Senior Management personnel have affirmed

compliance with the Code as applicable to them during year ended March 31, 2017. The annual report

of the Company contains certificate duly signed by the Director of the company.

VIII. REPORT ON CORPORATE GOVERNANCE

The Quarterly Compliance report has not been submitted to the Stock Exchanges during the previous year, but

company has started the compliance from the current financial year.

IX. MEANS OF COMMUNICATION

Quarterly and Annual Audited financial results are sent immediately to the Stock Exchange after they are approved

by the Board of Directors. The Company published its results within the stipulated time as per the Listing

Agreement in leading newspapers.

The Company has designated an email-id [email protected]

XI. GENERAL SHAREHOLDER INFORMATION

(i) Annual General Meeting : Friday, the 29th September, 2017 at 11.00 AM

At : Polypipes Estate, Malanpur Industrial Area, Malanpur – 477117 Distt.: Bhind (M.P.)

Financial Year : 1st April 2016 to 31st March 2017

Book Closure : 21st September 2017 to 28th September 2017

Dividend Payment : No dividend Payment

(ii) Distribution of shareholding as on 31st March 2017

Category No. of Shareholders % of shareholders No. of shares % of total Shares

Upto 500 12497 86.82 % 2184518 34.29%

501-1000 1414 9.82 % 1026676 16.11%

1001-10000 451 3.13 % 1006812 15.80 %

100001 above 33 0.23 % 2154030 33.80 %

Total 14395 100 % 6372036 100%

(iii) Distribution of shareholding as on 31st March 2017

Category No. of Shareholders No. of Shares % Shareholding

a. Promoters & Promoters

Group

18 1554780 22.5%

b. Public Shareholding

i. MF/Banks/FIIs/IFCIs 2 1,73,750 2.5%

ii. NRIs/Foreign Nationals 954 4,49,780 6.5%

iii. Private Corporate Bodies 33 2,67,650 3.9%

iv. Individuals 13388 44,67,590 64.6%

Total 14395 63,72,036 100.00%

mailto:[email protected]

(xi) Green Initiative

Pursuant to Circulars No. 17/2011 dated April 21, 2011 and 18/2011 dated April 29, 2011 issued by the Ministry of

Corporate Affairs (MCA), MCA has undertaken a “Green Initiative in Corporate Governance”, by allowing paperless

compliance including service of notices/documents by companies to their shareholders through electronic mode. In order

to enable the Company to send such documents in electronic form, members who hold shares in physical form are

requested to register their e-mail addresses with the Company by sending a letter to their addresses given elsewhere in

the Report, or an e-mail on their respective e-mail ID [email protected] and intimate changes in the e-mail Id

from time to time.

(xii) Address for correspondence

Company Secretary

Gwalior Polypipes Limited

Polypipes Estate, Malanpur Industrial Area, Malanpur – 477117 Distt.: Bhind (M.P.)

Email id :- [email protected], Website :- www.gwaliorpolypipes.com

CERTIFICATION BY DIRECTOR

We, to the best of our knowledge and belief, do hereby certify that:

a) We have reviewed financial statements and the cash flow statement for the year and that to the best of their knowledge

and belief:

i) These statements do not contain any materially untrue statement or omit any material fact or contain statements

that might be misleading;

ii) These statements together present a true and fair view of the Company’s affairs and are in compliance with

existing accounting standards, applicable laws and regulations.

b) There are, to the best of our knowledge and belief, no transactions entered into by the Company during the year that

are fraudulent, illegal or violate the Company’s Code of Conduct.

c) We accept responsibility for establishing and maintaining internal controls for financial reporting and that they have

evaluated the effectiveness of internal control systems of the Company pertaining to financial reporting and they have

disclosed to the Auditors and Audit Committee, deficiencies in the design or operation of such internal controls, if any,

of which they are aware and the steps they have taken or propose to take to rectify these deficiencies.

d) Our have indicated to the Auditors and the Audit Committee:

i) Significant changes in internal control over financial reporting during the year;

ii) Significant changes in accounting policies during the year and that the same have been disclosed in the notes to

the financial statements; and

iii) Instances of significant fraud of which they have become aware and involvement therein, if any, of the

management or an employee having a significant role in the Company’s internal control system over financial

reporting.

For Gwalior Polypipes Limited

Place: -New Delhi

Date :-30th August, 2017 Director Director

Sanil P Sahu Anil P Sahu



http://www.gwaliorpolypipes.com/

Form no. MR-3

Secretarial Audit Report for the Financial year ended 31st March, 2017

[pursuant to section 204(1) of the Companies Act, 2013 and Rule No. 9 of the Companies (Appointment and

Remuneration Personnel) Rules, 2014]

Secretarial Audit Report for the financial year ended 31st March, 2017

To,

The Members,


I have conducted the secretarial audit of the compliance of applicable statutory provisions and the adherence to good

corporate practices by Gwalior Polypipes Limited (hereinafter called the company), bearing CIN

L28939MP1982PLC002072. Secretarial Audit was conducted in a manner that provided me a reasonable basis for

evaluating the corporate conducts/statutory compliances and expressing my opinion thereon.

Based on my verification of the Company’s books, papers, minute books, forms and returns filed and other records

maintained by the company and also the information provided by the Company, its officers, agents and authorized

representatives during the conduct of secretarial audit, I hereby report that in my opinion, the company has, during the

audit period covering the financial year ended on 31st March, 2017(“Audit Period”) complied with the statutory

provisions listed hereunder and also that the Company has proper Board-processes and Compliance-mechanism in place

to the extent, in the manner and subject to the reporting made hereinafter:

I have examined the books, papers, minute books, forms and returns filed and other records maintained by the Company

for the financial year ended on 31st March, 2017 according to the provisions of:

i. The Companies Act, 2013 (the Act) and the rules made thereunder;

ii. The Securities Contracts (Regulation) Act, 1956 (‘SCRA’) and the rules made thereunder;

iii. Foreign Exchange Management Act, 1999 and the rules and regulations made thereunder to the extent of Foreign

Direct Investment, Overseas Direct Investment and External Commercial Borrowings;

iv. The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act,

1992 (‘SEBI Act’):-

a) The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers)

Regulations, 2011;

b) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 1992;

c) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations,

2009;

d) The Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock

Purchase Scheme) Guidelines, 1999;

e) The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008;

f) The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents)

Regulations, 1993 regarding the Companies Act and dealing with client;

g) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009; and

h) The Securities and Exchange Board of India (Buyback of Securities) Regulations, 1998;

I have also examined compliance with the applicable clauses of the following:

i. Secretarial Standards issued by The Institute of Company Secretaries of India.

ii. SEBI (LODR) Regulation, 2015 applicable on the company;

During the period under review the Company has complied with the provisions of the Act, Rules, Regulations,

Guidelines, Standards, etc. mentioned above subject to the following observations:

i. The Company’s status on the Bombay Stock Exchange’s website www.bseindia.com is showing as

“suspended”.

http://www.bseindia.com/

I further report that

Adequate notice is given to all directors to schedule the Board Meetings, agenda and detailed notes on agenda were sent

at least seven days in advance, and a system exists for seeking and obtaining further information and clarifications on the

agenda items before the meeting and for meaningful participation at the meeting.

I further report that there are adequate systems and processes in the company commensurate with the size and operations

of the company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines.

Signature: --sd--

Date: 16.08.2017 Rohit Kumar Keshri

Place: New Delhi CP No. 15867

M. No. 41722

DECLARATION ON COMPLIANCE OF COMPANY’S CODE OF CONDUCT

This is to confirm that the company has adopted a Code of Conduct for its employees and Directors.

I confirm that that the Company has in respect of the financial year ended 31st March, 2017, received from the Senior

Management Personal and the members of the Board, a declaration of compliance with the code of conduct as applicable

to them.

For the purpose of this declaration, senior management team means the Chief Financial Officer and all functional heads

of Company as on March 31, 2017.

For Gwalior Polypipes Limited

Place: - New Delhi Director Director

Date :- 30th August, 2017 Sanil Prakash Sahu Anil Prakash Sahu

SNMG & CO. CHARTERED ACCOUNTANTS

F-378, Sarita Vihar, New Delhi-110076

Ph. 29948663/29948664 Fax : 26948000

email : [email protected]

INDEPENDENT AUDITOR’S REPORT

TO THE MEMBERS OF GWALIOR POLYPIPES LIMITED

Report on the Standalone Financial Statements

We have audited the accompanying standalone financial statements of Gwalior Polypipes Limited (“the

Company”), which comprise the Balance Sheet as at March 31, 2017 and the Statement of Profit and Loss

for the year then ended, the statement of cash flows and the statement of changes in equity for the year then

ended and a summary of the significant accounting policies and other explanatory information.

Management’s Responsibility for the standalone Financial Statements

The Company’s Board of Directors is responsible for the matters stated in Section 134(5) of the Companies

Act, 2013 (“the Act”) with respect to the preparation of these standalone financial statements to give a true

and fair view of the financial position and financial performance of the Company in accordance with the

accounting principles generally accepted in India, including the Accounting Standards specified under

Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014. This responsibility also

includes maintenance of adequate accounting records in accordance with the provisions of the Act for

safeguarding of the assets of the Company and for preventing and detecting frauds and other irregularities;

selection and application of appropriate accounting policies; making judgments and estimates that are

reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls,

that were operating effectively for ensuring the accuracy and completeness of the accounting records,

relevant to the preparation and presentation of the financial statements that give a true and fair view and are

free from material misstatement, whether due to fraud or error.

Auditor’s Responsibility

Our responsibility is to express an opinion on these standalone financial statements based on our audit.

We have taken into account the provisions of the Act, the accounting and auditing standards and matters

which are required to be included in the audit report under the provisions of the Act and the Rules made

thereunder.

We conducted our audit in accordance with the Standards on Auditing specified under Section 143(10) of

the Act. Those Standards require that we comply with ethical requirements and plan and perform the audit

to obtain reasonable assurance about whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in

the financial statements. The procedures selected depend on the auditor’s judgment, including the

assessment of the risks of material misstatement of the financial statements, whether due to fraud or error.

In making those risk assessments, the auditor considers internal financial control relevant to the Company’s

preparation of the financial statements that give a true and fair view in order to design audit procedures that

are appropriate in the circumstances, but not for the purpose of expressing an opinion on whether the

Company has in place an adequate internal financial controls system over financial reporting and the


operating effectiveness of such controls. An audit also includes evaluating the appropriateness of the

accounting policies used and the reasonableness of the accounting estimates made by the Company’s

Directors, as well as evaluating the overall presentation of the financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for

our audit opinion on the standalone financial statements.

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid

standalone financial statements give the information required by the Act in the manner so required and give

a true and fair view in conformity with the accounting principles generally accepted in India, of the state of

affairs of the Company as at March 31, 2017, and its Loss for the year ended on that date.

Report on Other Legal and Regulatory Requirements

1. As required by ‘the Companies (Auditor’s Report) Order, 2016, issued by the Central Government of

India in terms of sub-section (11) of section 143 of the Act we give in the “Annexure A” a statement

on the matters specified in paragraphs 3 and 4 of the Order.

2. As required by Section 143 (3) of the Act, we report that:

(a) We have sought and obtained all the information and explanations which to the best of our

knowledge and belief were necessary for the purposes of our audit.

(b) In our opinion, proper books of account as required by law have been kept by the Company so far

as it appears from our examination of those books.

(c) The Balance Sheet and the Statement of Profit and Loss dealt with by this Report are in agreement

with the books of account.

(d) In our opinion, the aforesaid standalone financial statements comply with the Accounting Standards

specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014.

(e) On the basis of the written representations received from the directors as on March 31, 2017 taken

on record by the Board of Directors, none of the directors is disqualified as on March 31, 2017 from

being appointed as a director in terms of Section 164 (2) of the Act.

(f) With respect to the adequacy of the internal financial controls over financial reporting of the

Company and the operating effectiveness of such controls, refer to our separate Report in

“Annexure B”, and

(g) With respect to the other matters to be included in the Auditor’s Report in accordance with Rule 11

of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our knowledge

and belief and according to the information and explanations given to us:

i. There are pending litigations by and against the Company as at March 31, 2017 which may

impact its financial position but no provision has been made as in the opinion of the

management the amount cannot be estimated and will be dealt with in the year in which the

dispute is settled.

ii. The Company did not have any long-term contracts including derivative contracts as at

March 31, 2017.

iii. There were no amounts which were required to be transferred to the Investor Education and

Protection Fund by the Company during the year ended March 31, 2017.

iv. The company has provide requisite disclosures in its financial statements as to holdings as

well as dealings in Specified Bank Notes during the period from 8th November, 2016 to 30th

December, 2016 and these are in accordance with the books of accounts maintained by the

company.

For SNMG & Co.

Chartered Accountants

FRN : 004921N

Rakesh Kumar

Place: New Delhi Partner

Date : 30 Aug 2017 M. No. : 083911

“Annexure A” to the Independent Auditors’ Report Referred to in paragraph 1 under the heading ‘Report on Other Legal & Regulatory Requirement’ of our report

of even date to the financial statements of the Company for the year ended March 31, 2017:

1) (a) The Company has not maintained proper records showing full particulars, including quantitative

details and situation of fixed assets;

(b) The company has a regular programme of physical verification of its fixed assets by which fixed

assets are verified in a phased manner over a period of three years. In accordance with this

programme, certain fixed assets were verified during the year and no material discrepancies were

noticed on such verification. In our opinion, this periodicity of physical verification is reasonable

having regard to the size of the company and the nature of its assets.

(c) According to the information & explanations given to us and on the basis of our examination of

the records of the company, the title deeds of immovable properties are held in the name of the

company. 2) The management has conducted the physical verification of inventory at reasonable intervals and no

material discrepancies were noticed. 3) The Company has not granted any loans, secured or unsecured to companies, firms, limited liability

partnerships or other parties covered in the Register maintained under section 189 of the Act.

Accordingly, the provisions of clause 3 (iii) (a) to (c) of the Order are not applicable to the Company

and hence not commented upon. 4) In our opinion and according to the information and explanations given to us, the company has

complied with the provisions of section 185 and I86 of the Companies Act, 2013 In respect of loans,

investments, guarantees, and security. 5) The Company has not accepted any deposits from the public and hence the directives issued by the

Reserve Bank of India and the provisions of Sections 73 to 76 or any other relevant provisions of the

Act and the Companies (Acceptance of Deposit) Rules, 2015 with regard to the deposits accepted

from the public are not applicable. 6) The Central Government has not prescribed the maintenance of cost records under section 148(1) of

the Act, for any of the activities carried by the Company.

7) a) According to information and explanations given to us and on the basis of our examination of the

books of account, and records of the Company examined by us, in our opinion, the Company has

not yet deposited undisputed statutory dues on account of sales tax, central sales tax, entry tax,

VAT with the appropriate authorities. Though there has been a slightly delay in a few cases. According to the information and explanations given to us, the details of undisputed statutory

dues in arrears as at 31 March 2017 for a period of more than 6 months from the date

they became payable are as follows:-

S.No. Name of the Statute Nature of the dues Amount in INR

1. MP Sales Tax Act Entry Tax 4,28,908

2. Central Sales Tax Act (MP) Central Sales Tax 4,41,610

3. MP Sales Tax Act Sales Tax 8,18,544

b) According to the information and explanation given to us and the records of the Company

examined by us, the details of the disputed statutory dues in arrears, as at 31 March 2017 are as

follows:

S.No. Name of the Statute Nature of the Dues Amount Forum where the

in INR dispute is pending

1. MP Sales Tax Act Sales Tax 29,00,394 Under Appeal before

High Court, Gwalior

2. MP Sales Tax Act Deferred Sales Tax 61,54,725 Under Appeal before

High Court, Gwalior

8) The Company had enjoyed cash credit facility from State Bank of India, which was recalled and the

bank filed a suit before the Debt Recovery Tribunal in 2003. Subsequently, the said loan was assigned

to Kotak Mahindra Bank Limited (KMBL), pursuant to the execution of a deed of assignment on

January 16, 2006. KMBL had issued a notice dated July 6, 2007 to the company u/s 13(2) of

SARFAESI Act, 2002. The Company has also filed an application before the Debt Recovery Tribunal

against the symbolic possession of assets taken by KMBL u/s 13(4) of SARFESAI ACT, 2002 on 28th

/29th November, 2011.

9) The company did not raise any money by way of initial public offer or further public offer (including

debt instruments) and term loans during the year. Accordingly, paragraph 3(ix) of the order is not

applicable. 10) According to the information & explanation given to us, no material fraud by the company or on the

Company by its officers or employees has been noticed or reported during the course of our audit. 11) According to the information & explanation given to us & based on our examination of the records of

the Company, the Company has paid/provided for managerial remuneration on accordance with the

requisite approvals mandated by the provisions of section 197 read with schedule V to the Act. 12) In our opinion and according to the information & explanation given to us, the Company is not a

Nidhi Company. Accordingly, paragraph 3(xii) of the Order is not applicable. 13) According to the information & explanation given to us & based on our examination of the records of

the Company, transactions with related parties are in compliance with sections 177 & 188 of the Act

where applicable & details of such transactions have been disclosed in the Financial Statements as

required by the applicable accounting standards. 14) According to the information & explanation given to us and based on our examination of the records

of the Company, the Company has not made any preferential allotment or private placement of shares

or fully or partly convertible debentures during the year. 15) According to the information & explanations given to us and based on our examination of the records

of the Company, the Company has not entered into non-cash transactions with directors or persons

connected with him. Accordingly, paragraph 3(xv) of the Order is not applicable.

16) The Company is not required to be registered under section 45-IA of the Reserve Bank of India Act,

1934.

For SNMG & Co


FRN: 0004921N

Place: New Delhi Rakesh Kumar

Date: 30 Aug 2017 Partner

M No.: 08391

“Annexure B” to Independent Auditors’ Report

Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of the

Companies Act, 2013 (“the Act”)

We have audited the internal financial controls over financial reporting of Gwalior Polypipes Limited (“the

Company”) as of March 31, 2017 in conjunction with our audit of the standalone financial statements of the

Company for the year ended on that date.

Management’s Responsibility for Internal Financial Controls

The Company’s management is responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India (‘ICAI’). These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to company’s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Companies Act, 2013.

Auditors’ Responsibility

Our responsibility is to express an opinion on the Company's internal financial controls over financial reporting based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting (the “Guidance Note”) and the Standards on Auditing, issued by ICAI and deemed to be prescribed under section 143(10) of the Companies Act, 2013, to the extent applicable to an audit of internal financial controls, both applicable to an audit of Internal Financial Controls and, both issued by the Institute of Chartered Accountants of India. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting was established and maintained and if such controls operated effectively in all material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial reporting and their operating effectiveness. Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditor’s judgement, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit

opinion on the Company’s internal financial controls system over financial reporting.

Meaning of Internal Financial Controls Over Financial Reporting

A company's internal financial control over financial reporting is a process designed to provide reasonable

assurance regarding the reliability of financial reporting and the preparation of financial statements for external

purposes in accordance with generally accepted accounting principles. A company's internal financial control

over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records

that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the

company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of

financial statements in accordance with generally accepted accounting principles, and that receipts and

expenditures of the company are being made only in accordance with authorisations of management and

directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of

unauthorised acquisition, use, or disposition of the company's assets that could have a material effect on the

financial statements.

Inherent Limitations of Internal Financial Controls Over Financial Reporting Because of the inherent limitations of internal financial controls over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls over financial reporting to future periods are subject to the risk that the internal financial control over financial reporting may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Opinion In our opinion, the Company has, in all material respects, an adequate internal financial controls system over

financial reporting and such internal financial controls over financial reporting were operating effectively as at

March 31, 2017, based on the internal control over financial reporting criteria established by the Company

considering the essential components of internal control stated in the Guidance Note on Audit of Internal

Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India.

For SNMG & Co.

FRN : 004921N


Rakesh Kumar

Place: New Delhi Partner

Date : 30 Aug 2017 M. No. : 083911

Balance sheet

(All amount in Indian Rupees, except otherwise stated)

Notes As at

31 March 2017

As at

31 March 2016

Equity and liabilities

Shareholders' fund

Share capital 4 64,105,860 64,105,860

Reserve and surplus 5 (74,147,698) (70,294,359)

Non-current liabilities

Long-term provisions 6 604,369 632,891

Current liabilities

Short-term borrowings 7 18,140,255 18,140,255

Trade payables 8 8,849,091 5,112,081

Other current liabilities 9 28,193,614 27,122,909

Short-term provisions 10 1,726,446 1,269,613

Total 47,471,938 46,089,250

Assets

Non-current assets

Fixed assets 11

Tangible 9,782,248 9,816,432

Intangible assets - -

Non-Current Investments 12 2,483,000 2,493,000

Current assets

Inventories 13 13,827,569 11,726,517

Trade receivables 14 5,973,257 6,841,917

Cash and bank balances 15 1,287,971 1,703,564

Short-term loans and advances 16 11,598,724 10,992,355

Other current assets 17 2,519,169 2,515,465

Total 47,471,939 46,089,250

The accompanying notes are an integral part of the financial statements.

As per our report of even date attached

For SNMG & Co For and on behalf of the board of directors

Chartered Accountants of Gwalior Polypipes Limited

FRN 004921N

Rakesh Kumar Anil Prakash Sahu Sanil Prakash Sahu

Partner Director Managing Director

M. No. 083911 DIN: 00335684 DIN: 00335201

Place : New Delhi Arpit Jain Aditya Kumar Pandey

CFO Company Secretary

PAN: BAAPJ3006N M.NO. ACS39065


Particulars

Date : 30 Aug 2017


Statement of profit & loss


Notes For the year ended

31 March 2017

For the year ended

31 March 2016

Income

Revenue from operations (Gross) 18 49,195,646 71,148,077

Less: Excise Duty (5,352,643) (7,906,094)

Revenue from operations (Net of Excise Duty) 43,843,003 63,241,983

Other income 19 334,785 138,917

Total revenue (I) 44,177,788 63,380,900

Expenses

Cost of material consumed 20 32,283,798 45,607,018

21 1,177,871 (2,336,037)

Employee benefits expense 22 7,064,776 6,689,393

Finance costs 23 149 80,675

Depreciation and amortisation expense 24 665,621 583,228

Other expenses 25 6,838,911 11,135,438

Total expenses (II) 48,031,126 61,759,716

(3,853,339) 1,621,185

Tax expenses

Tax related to earlier period - -

Current tax - -

Deferred tax - -

Total tax expenses - -

Profit/(loss) for the year (3,853,339) 1,621,185

Basic & Diluted 26 (0.60) 0.25





FRN 004921N



M. No. 083911 DIN: 00335684 DIN: 00335201


Date : 30 Aug 2017 CFO Company Secretary


Particulars

Profit/(loss) before tax (I)-(II)

Earning per equity share of Rs. 10 (March 31, 2014:

Changes in inventories of finished goods &

work-in progress


Cash Flow Statement


(INR)

Particulars For the year ended

31 March 2017

For the year ended

31 March 2016

A. Cash flow from operating activities

Net Profit / (Loss) before extraordinary items and tax (3,853,339) 1,621,185

Adjustments for:

Depreciation and amortisation 665,621 583,228

Interest Paid 149 76,235

Gain on sale of MF Investments (6,142) -

Loss on Sale of Fixed Assets 8,969 -

Interest income (41,586) (36,948)

Operating profit / (loss) before working capital changes (3,226,327) 2,243,700

Changes in working capital:

Adjustments for (increase) / decrease in operating assets:

Inventories (2,101,052) (3,236,169)

Trade receivables 868,660 3,950,829

Short Term Loan & Advances (606,369) 228,850

Other Current Assets (3,704) (6,191)

Adjustments for increase / (decrease) in operating liabilities:

Trade payables 3,737,010 1,809,777

Short-term provisions 456,833 291,382

Other Current Liability 1,070,705 (3,775,857)

Long-term provisions (28,522) 404,199

167,235 1,910,520

Net cash flow from / (used in) operating activities (A) 167,235 1,910,520

B. Cash Flow from Investing Activities

Purchase of Fixed Assets (665,406) (34,325)

Sale of Fixed Assets 25,000

Investment in Mutual Funds 10,000 (10,000)

Interest Received 41,586 36,948

Net cash flow from / (used in) investing activities (B) (588,820) (7,377)

C. Cash Flow from Financing Activities

Interest Paid (149) (76,235)

Repayment of Short Term Borrowings - (700,000)

Gain on sale of MF Investments 6,142 -

Net cash flow from / (used in) investing activities (C) 5,993 (776,235)

Net Increase In Cash & Cash Equivalents (415,593) 1,126,907

Opening Cash & Cash Equivalents 1,703,564 576,657

Closing Cash & Cash Equivalents 1,287,971 1,703,564





FRN 004921N



M. No. 083911 DIN: 00335684 DIN: 00335201




The above Cash Flow Statement has been prepared under the Indirect Method as set out in the Accounting Standard (AS) -


Notes to the financial statements

1 General Information

Gwalior Polypipes Limited ("the Company") was incorporated on October 19, 1982 and is engaged in the

manufacturing of Rigid PVC Pipes & Fittings and PVC and HDPE Corrugated Pipes & Fittings.

2 Significant accounting policies

2.1 Basis of accounting and preparation of financial statements

The financial statements of the Company have been prepared in accordance with generally accepted accounting

principles in India under the historical cost convention on an accrual basis. Pursuant to Section 133 of the Companies

Act, 2013 read with Rule 7 of the Companies (Accounts) Rules,2014, till the standard of accounting and any addendum

thereto are prescribed by the Central Governemnt in consulation and recommendation of the National Financial

Reporting Authority, the existing Accounting Standards notified under the Companies Act,1956 shall continue to apply.

Consequently these financial statements have been prepared to comply in all material aspects with the accounting

standards notified under section 211(3C){Companies (Accounting Standards) Rules, 2006, as amended} and the

relevant provisions of the Companies Act, 2013.

All assets and liabilities have been classified as current or non-current as per the Company’s operating cycle and other

criteria set out in the Schedule III to the Companies Act, 2013. Based on the nature of services and the time between

the acquisition of assets for processing and their realization in cash and cash equivalents, the Company has

ascertained its operating cycle as 12 months for the purpose of current - non current classification of assets and

liabilities.

The Ministry of Corporate Affairs (MCA) has notified the Companies (Accounting Standards) Amendment Rules, 2016

vide its notification dated 30 March 2016. The said notification read with Rule 3(2) of the Companies ( Accounting

Standards) Rules, 2006 is applicable to accounting period commencing on or after the date of notification i.e. 1 April

2016.

2.2. Use of estimates

The preparation of financial statements are in conformity with generally accepted accounting principles which requires

management to make estimates and assumptions that affect the reported amounts of assets and liabilities and

disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of

revenues and expenses during the year reported. Examples of such estimates are useful lives of fixed assets,

percentage of completion on uncompleted contracts, income taxes, post-sales customer support and provisons for

doubtful debts. Actual Results could differ from those estimates. Difference between the actual result and estimates

are recognised in the period in which the results are known/ materialised.

2.3 Fixed Assets & Depreciation

Tangible Assets

Tangible Assets are stated at acquisition cost, net of accumulated depreciation and accumulated impairment losses, if

any. Cost of acquisition is inclusive of freight, duties, taxes and other directly attributable expenses incurred to bring

the assets to their working condition for intended use.

Subsequent expenditures related to an item of fixed assets are added to its book value only if they increase the future

benefits from the existing assets beyond the previously assessed standard of performance.

Items of fixed assets that have been retired from active use and are held for disposal are stated at the lower of their

net book value and net realizable value and are shown separately in the financial statements. Any expected loss is

recognized immediately in the Statement of Profit and Loss.

Losses arising from retirement of and losses or gains arising from the disposal of fixed assets which are carried at cost

are recognized in the Statement of Profit and Loss.

Depreciation on tangible assets is provided on pro-rata basis on the written down value method over the estimated

useful lives of the assets as prescribed under Schedule II to the Companies Act, 2013:

Assets individually costing Rs. 5,000 or less are fully depreciated in the year of purchase.

Intangible Assets

Intangible Assets are stated at acquisition cost, net of accumulated amortization and accumulated impairment losses,

if any. A rebuttable presumption that the useful life of an intangible asset will not exceed ten years from the date

when the asset is available for use is considered by the Management. The amortization period and the amortization

method are reviewed at least at each financial year end. If the expected useful life of the asset is significantly different

from previous estimates, the amortization period is changed accordingly.

Gains or losses arising from the retirement or disposal of an intangible asset are determined as the difference between

the net disposal proceeds and the carrying amount of the asset and recognized as income or expense in the Statement

of Profit and Loss.

Computer Software is amortized over a period of 5 years.

2.4 Investments

Long Term

Securities intended to be held for a period exceeding one year are classified as long-term investments and are carried

at cost. Adjustments are made for any diminution in values that is, other than temporary.

Investments are unquoted and are stated at cost. Present value of such investments has not been assessed. In the

opinion of the management, the diminution in the value of investments, if any, is considered as temporary, at this

stage and hence no provision for diminution, if any, in the value has been made.

2.5 Leases

Where the Company is the lessee:

Leases where the lessor effectively retains substantially all the risks and benefits of ownership of the leased item are

classified as operating leases. Operating lease payments are recognized as an expense in the Profit and Loss account

over the lease term.

2.6 Inventories

Stocks are stated at the lower of cost or net realisable value.

Raw Material - at cost or Net realisable Value, whichever is lower

(Cost is calculated on weighted average method)

Work-In- Progress- at cost or Net realisable Value, whichever is lower

(Cost includes the cost of all inputs incurred till date.)

Finished Goods - at cost or Net realisable Value, whichever is lower

(Cost includes the cost of all inputs including raw material, direct expenses and manufacturing overheads.)

Net realisable value is estimated selling price in the ordinary course of business, less the estimated costs necessary to

make the sale.

2.7 Revenue Recognition

Revenue is recognised to the extent that it is possible that the economic benefits will flow to the company and the

revenue can be measured.

(i) Sales are recognised, net of returns and trade discounts, on transfer of significant risks and rewards of ownership to

the buyer, which generally consider with the delivery of goods to customers. Sales excludes excise duty.

(ii) The interest is accounted on accrual basis.

(iii) Revenue for services on completion of the services to be provided when no significant uncertainity exists regarding the

amount of consideration that will be derived from rendering the service.

2.8 Retirement benefits

The Company provides for gratuity, a defined benefit plan (the “Gratuity Plan”) covering eligible employees in

accordance with the Payment of Gratuity Act, 1972. The Gratuity Plan provides a lump sum payment to vested

employees at retirement, death, incapacitation or termination of employment, of an amount based on the respective

employee’s salary and the tenure of employment. The Company’s liability is actuarially determined (using the Projected

Unit Credit method) at the end of year. Actuarial losses/ gains are recognized in the Statement of Profit and Loss in

the year in which they arise.

Retirement benefits in the form of Provident Fund is a defined contribution scheme and the contributions are charged

to the Statement of Profit and Loss of the year when the contributions to the respective funds are due. There are no

other obligations other than the contribution payable to the respective trusts.

2.9 Income Taxes

Tax expenses comprises current and deferred tax. Current income tax is measured at the amount expected to be paid

to the tax authorities in accordance with Income Tax Act, 1961. Deferred income taxes reflect the impact of current

year timing differences between taxable income and accounting income for the year and reversal of timing differences

of earlier years.

Deferred tax resulting from timing differences between the book profit and the tax profits is accounted for, at the

current rate of tax, to the extent that the timing differences are expected to crystallize. Deferred tax assets are

recognised only to the extent there is reasonable certainity that the assets can be realised in the future; however

where there is unabsorbed depreciation or carried forward loss under taxation laws, deferred tax assets are recognised

only if there is a virtual certainity of realisation of such assets. Deferred tax assets are reviewed as at each balance

sheet date.

2.10 Earnings Per Share

Basic earnings per share are calculated by dividing the net profit or loss for the period attributable to equity

shareholders by the weighted average number of equity shares outstanding during the period. For the purpose of

calculating diluted earnings per share, the net profit or loss for the year attributable to equity shareholders and the

weighted average number of shares outstanding during the year are adjusted for the effects of all dilutive potential

equity shares.

2.11 Provisions

A provision is recognised when an enterprise has a present obligation as a result of past event; it is probable that an

outflow of resources will be required to settle the obligation, in respect of which a reliable estimate can be made.

Provision are not discounted to its present value and are determined based on best estimate required to settle the

obligation at the balance sheet date. These are reviewed at each balance sheet date and adjusted to reflect the

current best estimates.

2.12 Impairment

Management periodically assesses using external and internal sources whether there is an indication that an assets

may be impaired. An impairment occurs where the carrying value exceeds the present value of future cash flows

expected to arise from the continuing use of the asset and its eventual disposal. The impairment loss to be expensed

is determined as the excess of the carrying amount over the higher of the asset's net sale price or present value as

determined above.

2.13 Cash & Cash Equivalents

In the cash flow statement, cash and cash equivalents include cash in hand and demand deposit with bank with

original maturities of three month or less.

No provision has been made against the balance of Rs. 84,720 stated to be in its account with HDFC Bank, New Delhi,

which has been transferred by the latter to Reserve Bank of India, in view of the account having remained inoperative

since long. The management has written to RBI requesting for the revival of the account and remitting back the

balance.

3 Additional Notes To Financials statements

3.1 Reference to BIFR and appelas to AAIFR

"The Company was declared as a sick industrial company in terms of Section 3(1)(o) of the Sick Industrial Companies

(Special Provisions) Act, 1985 (SICA) vide BIFR order dated September 9, 2009. IFCI was appointed as the Operating

Agency for formulating the scheme of rehabilitation.

In the meantime, BIFR passed an order dated March 15, 2012 that since Kotak Mahindra Bank Ltd. has taken symbolic

possession of the factories of the Company under section 13 (4) of SARFAESI Act, 2002, the Company’s reference No.

02/2008 stands abetted under third proviso to the sub-section (1) of section 15 of SICA. Consequently, the Appeal

with AAIFR became infructuous and dismissed vide AAIFR order dated March 22, 2013. The Company has filed a writ

petition before the Hon'ble M.P. High Court against the abatement of reference by BIFR/AAIFR. The company has filed

a writ petition before the Hon'ble M.P. Hogh Court, Gwalior bench challanging the order of BIFR."

3.2 Unsecured Loans

Working Capital facilities were originally sanctioned by State Bank of India (SBI), Gwalior. The said loans were secured

by a first charge on the current assets of the company and personal guarantee by Managing Director, a promoter &

two former Directors of the Company. The said working capital facilities were further secured by mortgage of land,

building and plant & machinery of the units of the Company.

During August 2003, SBI had cancelled the limits and recalled the loans and filed a suit before Debt Recovery Tribunal

(DRT), Jabalpur for recovery of the amount due. Subsequently, SBI had assigned the said loan to Kotak Mahindra

Bank Limited (KMBL), pursuant to the execution of a deed of assignment on January 16, 2006.

The loan payable to KMBL has been consistently considered as unsecured, as no charge on the assets has ever been

created / registered in their favour. KMBL had issued a notice dated July 6, 2007 to the Company u/s 13 (2) of

SARFAESI Act, 2002, despite being an unsecured creditor, against which the Company filed a Writ Petition before the

Hon’ble High Court of Judicature Jabalpur Bench at Gwalior on the ground that the bank being assignee of the debt is

not a secured creditor and hence can not take action under SARFAESI Act, 2002. During the pendency of the case for

final hearing, KMBL took an action on 28th and 29

th November 2011 purportedly u/s 13(4) SARFAESI Act, 2002 and

took the symbolic possession of the assets of the Company.

On being approached by the Company against the said action of KMBL, an order dated December 7, 2011 was passed

by the Hon’ble High Court of Madhya Pradesh directing KMBL that no coercive action be taken against the Company.

Later, the Hon’ble High Court of Madhya Pradesh directed the Company to file appropriate application before the Debt

Recovery Tribunal (DRT), against the action of KMBL taken under SARFAESI Act, 2002. The Company has filed the

Application before the DRT Jabalpur, which is being heard.

Interest on unsecured loans payable to KMBL has not been provided for the year as the liability amount and transfer of

security interest with KMBL has been disputed. Further, the Directors are of the view that the existing provision in the

books made earlier as a matter of prudence, is considered sufficient to cover the interest liability, if held otherwise,

and the shortfall, if any, shall be dealt with on cash basis at the time of settlement.

3.3 Provisions

No provision of interest on various overdue outstanding liabilities on account of Sales Tax/VAT/CST/Entry Tax

aggregating to Rs. 111.03 Lac (including that disputed amounting Rs.90.55 Lac) has been made in the accounts as the

management is hopeful of getting the waiver of interest in full or in part at the time of the settlement of the dues

particularly in view of the huge losses suffered by the Company in the past and hence the liability is not expected to

be material and shall be dealt with on cash basis.

3.4 Fixed Assets

The Sales Tax Authorities of M.P. at Gwalior had attached and sealed the company’s manufacturing unit at Malanpur

and attached its Kota unit for realization of its dues. The company had disputed the action of sales tax authorities

before Hon’ble High Court of Madhya Pradesh, Gwalior Bench. The matter is sub-judice.

As stated above, KMBL took symbolic possession of factories of the company under section 13 (4) of SARFAESI Act,

2002, on 28th and 29

th November, 2011. The matter is under adjudication before the DRT, Jabalpur, as directed by the

Hon’ble High Court of Madhya Pradesh.

3.5 Current assets, loans & advances

In the opinion of the board, current assets, loans and advances have a value on realisation in the ordinary course of

business, at least equal to the amount at which they are stated. No provision has been made against the dues of Rs.

65.87 Lacs from Mr. H.K. Sahu, ex Managing Director of the company. A criminal suit has been filed against him for

recovery of this amount, which is pending in the court.

Letter of confirmation of balances have not been received and hence the balances (debit/credit) are subject to

adjustments, if any, on reconciliation/ settlement of accounts.

3.6 Accounts Payable

The Company is in the process of identification of Micro and Medium suppliers as defined in and for the purpose of

payment of interest on overdues to them as required by The Micro, Small and Medium Enterprises Development Act,

2006. Responses from suppliers are awaited till the time of preparation of these accounts and therefore, prescribed

disclosures under Section - 22 of the Act could not be given.

Notes to financial statements


4. Share Capital

As at

31 March

2017

As at

31 March

2016

Authorised

1,00,00,000 (31 March 2016: 1,00,00,000) equity shares of Rs.10/- each 100,000,000 100,000,000

Issued

69,13,550 (31 March 2016: 69,13,550) equity shares of Rs.10/- each 69,135,500 69,135,500

Subscribed and fully paid up


Subscribed but not fully paid up


a. Reconcilation of number of shares outstanding at the beginning and at the end of reporting period

Equity Shares

Number Rs. Number Rs.

Outstanding at the beginning of the year 6,913,550 69,135,500 6,913,550 69,135,500

Issued during the year - - - - Shares outstanding at the end of the year 6,913,550 69,135,500 6,913,550 69,135,500

b. Terms/rights attached to equity shares

Nos % Nos %

Sanil Prakash Sahu 355,900 5.60% 355,900 5.60%

Equity Shares

Number Rs. Number Rs.

Aggregate of calls unpaid

By Ex-Directors 242,900 920,000 242,900 920,000

By others 763,028 4,109,640 763,028 4,109,640

1,005,928 5,029,640 1,005,928 5,029,640


d. Details of calls unpaid

As at 31 March 2017 As at 31 March 2016

As at 31 March 2017 As at 31 March 2016

The company has only one class of shares referred to as equity shares having par value of Rs. 10 each. Each holder of equity shares

is entitled to one vote per fully paid up share held. The dividend proposed, if any, by the Board of Directors is subject to approval of

the shareholders in the ensuing Annual General Meeting, except in case of interim dividend. In the event of liquidation, the equity

shareholders are eligible to receive the remaining assets of the company after distribution of all preferential amounts, in proportion to

their shareholding.

c. Details of shareholders holding more than 5% shares in the company

Name of ShareholderAs at 31 March 2016As at 31 March 2017




Particulars As at

31 March 2017

As at

31 March 2016

5. Reserve and surplus

Capital reserve

Opening balance 5,500,000 5,500,000

Add: Addition during the year - -

Less: Utilised/transferred during the year - -

Closing balance 5,500,000 5,500,000

Securities premium account

Opening balance 16,642,750 16,642,750

Add: Addition during the year - -

Less: Utilised during the year - -

Closing balance 16,642,750 16,642,750

Surplus / (Deficit) in Statement of Profit and Loss

Opening balance (92,437,109) (94,058,293)

Add: Profit / (Loss) for the year (3,853,339) 1,621,184

Closing balance (96,290,448) (92,437,109)

(74,147,698) (70,294,359)

6. Long-term provisions

Provision for employee benefits

Provision for gratuity(unfunded) 604,369 632,891

604,369 632,891

7. Short-term borrowings

Unsecured

Loan repayable on demand from bank (See Note No 3.2) 18,140,255 18,140,255

Loan form related party* - -

* from Director

18,140,255 18,140,255

8. Trade payables

Trade payables 8,849,091 5,112,081

8,849,091 5,112,081

9. Other current liabilities

Statutory remittances 11,694,529 12,230,960

Salary & wages payable 743,769 426,046

Interest accrued but not due on borrowings 13,309,000 13,309,000

Advance from customers 1,881,267 591,853

Excess Amount received on Calls in Arrear 50 50

Others 565,000 565,000

28,193,614 27,122,909




Particulars As at

31 March 2017

As at

31 March 2016

10. Short-term provisions

Provision for expenses 1,083,542 773,290

Provision for employee benefits

Provision for gratuity(unfunded) 642,904 496,323

1,726,446 1,269,613

12. Non Current Investment

Unquoted Investment at Cost

Others:-

40,000 Equity Share of Rs 10 each fully paid up 400,000 400,000

Nisha Polymers Private Limited

Mutual Fund - 10,000

208,300 Equity Share of Rs. 10 each fully paid up

Sanghi Hire Purchases Limited 2,083,000 2,083,000

2,483,000 2,493,000

13. Inventories

Raw materials 6,469,583 3,028,702

Finished goods 7,357,986 8,697,815

13,827,569 11,726,517

14. Trade Receivables

Outstanding for a period exceeding six months from the date they were

due for payment

Unsecured, considered good - 514,393

Doubtful 25,064,535 25,064,535

Less : Provision for doubtful debts (25,064,535) (25,064,535)

Other trade receivables

Unsecured, considered good 5,973,257 6,327,524

5,973,257 6,841,917

15. Cash and Bank Balances

Cash on hand 51,932 37,291

Balances with banks in current account* 1,236,040 1,666,273

* See note 3.7

1,287,971 1,703,564




Particulars As at

31 March 2017

As at

31 March 2016

16. Short-term loans and advances

Loans & advances to related parties

Unsecured, Considered good 6,624,547 6,624,547

Others:

Unsecured, Considered Doubtful 5,279,493 5,279,493

Less: Provision for doubtful advances (5,279,493) (5,279,493)

Security Deposit

Unsecured, Considered good 585,687 468,687

Loans & Advances to Employees

Unsecured, Considered good 31,730 183,244

Balances with Government authorities

Vat Input Refundable 2,258,295 2,258,295

Input Tax Credit (Sales tax) 368,097 37,071

Cenvat on Capital Goods 3,250

Cenvat on Raw Material 379,833

Balance in PLA - -

Service Tax claim recoverable - 16,057

Service Tax Receivable 418 2,097

Income Tax 1,098,082 1,112,689

Sales Tax Deposit 88,800 88,800

TDS Refund Receivable 21,206 17,100

Others

Advance to supplier 52,730 113,418

Unsecured, consiedered good

Prepaid Expenses 86,049 70,350

11,598,724 10,992,355

17. Other Current Assets

Security deposits

Unsecured, considered good 2,482,212 2,482,212

Interest Receivables 36,957 33,253

2,519,169 2,515,465





31 March 2017

For the year ended

31 March 2016

18. Revenue from operations

Sale of products 49,195,646 71,148,077

Less: Excise duty (5,352,643) (7,906,094)

43,843,003 63,241,983

19. Other income

Interest Received 41,586 36,948

Gain on sale of MF Investments 6,142 8,465

Provision Written Back 287,057 93,499

Round off - 5

334,785 138,917

20. Cost of materials consumed

Opening stock 3,028,702 2,449,775

Add: Purchases 35,718,548 46,167,600

Add: Carriage Inwards 211,143 381,315

Less: Discount on Raw Materials 205,013 362,970

Less: Closing Stock 6,469,583 3,028,702

32,283,798 45,607,018

21. Changes in inventories of finished goods and work in progress

Finished goods

Inventories at the end of the year 7,357,986 8,697,815

Less: Inventories at the beginning of the year 8,697,815 6,040,573

Less : Excise Duty on (Increase)/Decrease of finished goods (161,957) 321,205

1,177,871 (2,336,037)

22. Employee benefits expense

Salaries and wages 4,692,930 4,804,869

Directors Remuneration 1,612,500 870,000

Gratuity(Refer note below) 167,938 367,636

Contributions to Provident Fund 270,758 280,048

Contribution to ESI 159,099 155,965

Staff welfare expenses 57,926 97,495

Bonus 103,625 113,380

7,064,776 6,689,393

Note: Defined Benefit Plan (Gratuity):

Actuarial Assumptions :

For the year ended

31 March 2017

For the year ended

31 March 2016

Discount rate 8.00% 8.00%

Future salary increase 5.50% 5.50%

Withdrawal Rates

1% to 3% (depending

on the age)

1% to 3% (depending

on the age)

Every employee is entitled to a benefit equivalent to fifteen days salary last drawn for each completed year of service in line with

the Payment of Gratuity Act, 1972. The same is payable at the time of separation from the Company or retirement, whichever is

earlier. The benefits vest after five years of continuous service.

The principal assumptions are the discount rate and salary growth rate. The discount rate is generally based upon the market

yields available on Government bonds at the accounting date with a term that matches that of the liabilities and the estimate of

future salary increases, considered in actuarial valuation, takes into account, inflation, seniority, promotions and other relevant

factors, such as demand and supply in the employment market.





31 March 2017

For the year ended

31 March 2016

23. Finance costs

Other Interest 149 20,935

Interest on Vat/Cst Demand - 59,740

149 80,675

24. Depreciation and amortisation expense

Depreciation on tangible assets 665,621 583,228

Amortisation of intangible assets - -

665,621 583,228

25. Other expenses

Advertisement & Publicity expenses 45,979 57,500

Bank Charges 2,564 7,982

Business promotion 23,821 28,205

Commission Expenses 48,300 366,397

Consultancy Charges 45,000 60,000

Factory & Bioler License Renewal Fees 1,555 -

Consumption of stores and spare parts 429,954 506,932

Diwali Expenses 539 92,448

Electricity & Water 46,380 55,666

Filling Fees* 332,300 320,615

Freight and Cartage 14,770 34,316

Insurance 7,286 1,403

ISO Audit Expenses 56,579 12,000

Jobwork Exp. 60,631 443,875

Lease charges Expenses 187,359 899,505

Interest on lease charges 150,000 -

Legal Expense 523,000 304,500

Professional expense 168,929 207,797

Licence Renewal Fees 4,650 6,200

Miscellaneous expenses 52,392 128,396

Marking & Testing Expenses 231,518 260,650

Postage & Courier 144,079 162,732

Printing and stationery 237,516 189,617

Power and fuel 2,818,371 3,894,705

Computer & Software Exp. 3,182 -

Rent - 28,500

Repair & Maintance - Building 37,000 2,850

Repairs and maintenance - Machinery 68,855 106,457

Repairs and maintenance - Others 54,804 58,880

Sundry Balance W/O 17,260 230,347

Swacch Bharat Cess Expenses 4,410 1,910

Telephone Expenses 108,694 122,532

Travelling and conveyance 336,919 381,995

Transportation Outward Exp. 456,419 1,514,776

Vehicle Running & Maintance 17,754 35,769

Input Tax Credit Written off - 561,765

Website exp. 15,000 -

Payment to the auditors comprises: -

as auditor-Statutory and Tax Audit 56,602 48,216

Pooja Exp. 10,477

News Paper Book & Perodicals Exp. 4,823

Krishi Kalyan Cess Exp. 4,273 -

Loss on sale of fixed assets 8,969

6,838,911 11,135,438




11. Fixed Assets

As at

April 1, 2016Additions Disposals

As at

March 31, 2017

As at

April 1, 2016For the year

Disposals/

Adjustments

As at

March 31, 2017

As at

March 31, 2017

As at

March 31, 2016

(A) Tangible Assets

Free hold land 83,171 - - 83,171 - - - - 83,171 83,171

Lease hold Land 2,473,868 - - 2,473,868 - - - - 2,473,868 2,473,868

Site Development 409,112 - - 409,112 - - - - 409,112 409,112

Plant & Machinery 85,880,962 53,170 - 85,934,132 81,333,701 144,738 - 81,478,439 4,455,693 4,547,261

Furniture & Fixtures 211,143 - - 211,143 202,117 830 - 202,947 8,196 9,026

Vehicles 4,165,844 570,500 2,059,389 2,676,955 3,942,974 236,889 2,025,420 2,154,443 522,512 222,870

Factory Building 11,722,894 - - 11,722,894 9,886,679 212,477 - 10,099,156 1,623,738 1,836,215

Electrical Installations and

Equipment

1,928,663 - - 1,928,663 1,826,851 6,088 - 1,832,939 95,724 101,813

Computers & Printer 350,282 32,736 - 383,018 337,477 26,749 - 364,226 18,792 12,805

Laboratory Equipment 748,557 - - 748,557 662,855 22,035 - 684,890 63,667 85,702

Telephone & Mobiles 15,589 9,000 - 24,589 8,241 7,367 - 15,608 8,981 7,348

Office Equipment 196,790 - - 196,790 169,548 8,448 - 177,996 18,794 27,242

Total 108,186,875 665,406 2,059,389 106,792,892 98,370,443 665,621 2,025,420 97,010,644 9,782,248 9,816,432

Previous year 108,152,550 34,325 - 108,186,875 97,787,215 583,228 - 98,370,443 9,816,432 10,365,335

Particulars

Gross Block Depreciation Net Block




26. Earnings per share

ParticularsYear ended

31 March 2017

Year ended

31 March 2016

Basic and Diluted

Net profit/(loss) after tax, for the year attributable

to the equity shareholders

(3,853,339) 1,621,184

Weighted average number of equity shares 6,410,586 6,410,586

Basic EPS (0.60) 0.25

Face value per share 10 10

27. Related Party Disclosures

a) Name of related parties and nature of relationship : -

Description of relationship

Key Management Personnel (KMP) Mr. Sanil P. Sahu - Managing Director

Mr. Anil P. Sahu - Director

Relatives

Mrs. Devila H. Sahu

Nisha Polymers Industries Limited

Kajal Exports Private Limited

b) Transactions and balances : -

Particulars

Key

Managemen

t Personnel

Relatives

Enterprises under

common control or

Significant Influence

i). Transactions

Director's Remuneration 1,910,000 - -

(870,000) - -

Sales - - 683,640

- - (1,614,018)

Loan taken - - -

(1,300,000) - -

Loan Repayment - - -

(2,000,000) - -

ii).Balance outstanding at the end of year

Short term Borrowings - - -

- - -

Other Current Liabilities 394400 - 565,000

(64,500) - (565,000)

Short term Loans & Advances - -

- -

Trade Receivables - - -

- - (1,477,662)

*Figures in Parenthesis relates to previous financial year

Names of related parties

Mr. Harish K. Sahu

Enterprises under common control or Significant

Influence

6,624,547

(6,624,547)

28. Disclosure the details of Specified Bank Notes (SBN)

(Amt in INR)

Particulars SBNs Total

Closing cash in hand as on 08.11.2016 1,006,000.00 1,006,000.00

(+) Permitted receipts - -

(-) Permitted payments - -

(-) Amount deposited in Banks 1,006,000.00 1,006,000.00

Closing cash in hand as on 30.12.2016 - -

29. Maintenance of Books & Records

30. Previous year's figures





FRN 004921N



M. No. 083911 DIN: 00335684 DIN: 00335201




Previous year figures have been regrouped and re-arranged so as to confirm to current year's classification.

-

-

-

-

With respect to section 128 of the Companies Act, 2013 read with rule 3 of Companies (Accounts) Rules, 2014, the back-up

of the books of account and other books and papers maintained in electronic mode has not yet been maintained on servers physically located

in India, for which the Company is in the process of installing such server / alternate arrangement in India to store the back-up on annual

basis.

The details of Specified Bank Notes (SBN) held and transacted during the period from 8th November, 2016 to 30th December, 2016 as

provided in the Table below:-

-

Other denomination notes

46

SNGM & Co.

CHARTERED ACCOUNTANTS

F-378, Sarita Vihar, New Delhi-110076

Ph. 29948663/29948664 Fax: 26948000

Email: [email protected]

AUDITORS’ CERTIFICATE ON CORPORATE GOVERNANCE

TO,

THE MEMBERS,

GWALIOR POLYPIPES LTD.

Polypipes Estate,

Malanpur Industrial Area,

Dist. Bhind (M.P.)

We have examined the compliance of conditions of Corporate Governance by Gwalior Polypipes Limited, for the

year ended on 31st March 2017 as stipulated Stipulated in regulation 15 of the securities & Exchange Board of India

(Listing Obligation & Disclosure Requirements) Regulation, 2015

The Compliance of conditions of Corporate Governance is the responsibility of the Management. Our examination

has been limited to a review procedures and implementations thereof, adopted by the company for ensuring the

compliance with the conditions of Corporate Governance. It is neither an audit nor an expression of opinion on the

financial statements of the company.

In our opinion and to the best of our information and according to the explanations given to us, and the representation

made by the director and the management, we certify that the Company has complied with the conditions of Corporate

Governance as stipulated in regulation15 of the securities & Exchange Board of India (Listing Obligation & Disclosure

Requirement) Regulation, 2015.

Except:

i. That the company has not paid the listing fees, as applicable, to the recognized stock exchange(S);

ii. It has not disclosed to the stock exchange(s) of the pending litigation with financial impact thereof;

iii. The listed entity has not ensured the limited review or audit of the interim financial results and filing

thereof with the stock exchange(S) periodically; and

iv. The listed entity has not yet got shares in dematerialized form.

We state that no investor grievance is pending for a period exceeding one month against the company as per the record

maintained by the shareholder/Investor grievance committee.

We further state that such compliance is neither an assurance as to the future viability of the company nor the efficiency

or effectiveness with which the management has conducted the affair of the company.

For SNMG & Co.

FRN : 004921N


Place: New Delhi

Date: 30th August 2017

Certificate No. 18 RAKESH KUMAR

Partner

M. No. 083911

GWALIOR POLYPIPES LIMITED Our Board of Directors S ......GWALIOR POLYPIPES LIMITED Regd. Office : -...

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