Directors Report of Gwalior Polypipes Ltd.

Mar 31, 2014

Dear Members

The Directors hereby present the 31st Annual Report together with the audited accounts of the Company for the year ended March 31,2014.

Financial Highlights _ (Rs. in lakhs) Year ended March 31 2014 2013

Sale 461.53 507.36

Other Income 4.89 27.06

Total Income 466.42 534.42

Profit/(Loss) before Depreciation, interest and taxes 21.68 6.67

Interest 0.26 00.68

Depreciation & Amortisation 13.18 15.43

Profit/(Loss) before tax (35.12) (9.44)

Prior year adjustment - -

Provision for Gratuity - -

Provision for tax - -

Provision no longer required - -

Profit/(Loss) after tax (35.12) (9.44)



Financial performance

Your Directors have to state that the working of your Company has been satisfactory during the year as compared to the previous year. Revenue during 2013-14 at Rs. 461.53 Lakhs the previous year revenue of Rs.507.36 Lakhs. EBITDA during the year is Rs. 21.68 Lakhs as compared to Rs. 6.67 Lakhs during the previous year. The net loss after tax for the year is Rs. 35.12 Lakhs as compared to net loss of Rs. 9.44 Lakhs during the previous year.

The Company''s financial statements have been prepared in accordance with Indian Generally Accepted Accounting Principles (GAAP) and Companies Act, 1956.

Your Company''s product, i.e. HDPE Corrugated pipes for use in bridges/flyover constructions, foundation drainage etc, are well accepted in the market and orders are being received from various MNC. Company''s double walled corrugated pipes have been well accepted. Your Directors are hopeful to receive good orders in years to come.

Dividend

In view of the accumulated losses, your Directors have not recommended any dividend for the year under review.

Legal Proceedings

During the year, there has been no reprieve in legal and similar proceedings continuing before Courts, Debt Recovery Tribunal, Sales Tax department.

Directors

Mrs. Swati S. Sahu, Director of the company, retire by rotation at the ensuing Annual General Meeting and being eligible, offer herself for re-appointment. The Board of Directors has recommended her reappointment for consideration of the shareholders.

Directors'' responsibility statement

In terms of section 217 (2AA) of the Companies Act, 1956 your Directors state that:

a. In the preparation of the annual accounts under review, the applicable accounting standards have been followed along with proper explanations relating to material departures, if any.

b. Appropriate accounting policies were selected and applied consistently and reasonable and prudent judgment and estimate were made so as to give a true and fair view of the state of affairs of the Company at the end of the financial year under review and the profit of the Company for the year ended on that date.

c. Proper and sufficient care was taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and from preventing and detecting fraud and other irregularities.

d. The annual accounts have been prepared on a going concern basis.

Auditor

The existing statutory auditor, M/s SNMG & Co. Chartered Accountant, New Delhi, hold office till the conclusion of the ensuing Annual General Meeting and are eligible for reappointment. The requisite certificate under section 224 (IB) of the Companies Act 1956 has been received from them expressing their willingness for reappointment.

Auditor''s Report

The observations made in Auditor''s Report are self-explanatory and covered by the notes on the accounts and, therefore, do not call for any further comments.

Corporate Governance & Management Discussion & Analysis

A Report on Corporate Governance as stipulated in Clause 49 of the Listing Agreement along with the Auditors'' certificate is enclosed in terms of Clause 49 of the said Agreement and forms, part of the annual report

CostAuditor:

Pursuant to Section 233 B of the companies Act, 1956 and subject to the approval of the Central Government, M/s V.K. Gupta & Co. practicing Cost Accountant (Firm Registration No. 101705), was appointed as Cost Auditor of the company to conduct audit of its product for the financial year 2013-14.

Management Discussion & Analysis: Company Overview

The company is engaged in the manufacture of Rigid PVC Pipes and PVC/HDPE Corrugated pipes with manufacturing facility at Kota (Rajasthan). These pipes are fast substituting the conventional pipes and have better outlook.

The company had, since beginning, adopted the policy of institutionalsales, as the Govt, departments were the buyers for large diameter pipes for irrigation and water supply schemes. As such, a majority of the sale was made to Govt, and semi-Govt. departments after participating in the tenders floated by them. The recession led to the poor development work by the Govt, resulting in low procurement of material by them, which in turn adversely affected the revenues and profitability of the Company. The company has now created private market sales network, but could not develop it''s brand and market the products in open market, in view of paucity of working capital.

Revival Plan

The company has already taken steps to improve the capacity utilisation, achieve higher sales by targeting new clients with a focus on margins, nurturing existing relationships, geographic expansion and other initiatives.

The benefits of the revival plan will be clearly visible on its implementation in subsequent years.

Internal Controls and Adequacy

The company has in place adequate systems of internal controls, designed to provide reasonable assurance with regard to recording and providing reliable financial and operational information, complying with applicable statues, safeguarding assets and interest of the Companjrand ensuring that transactions are properly authorized, recorded and reported correctly. The internal control systems are supplemented by review by the Audit Committee.

Conservation of energy, technology, observation and foreign exchange earnings and outgo

Particulars required under section 217(1) (e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988, are set out in the Annexure 1 to this Report.

Particulars of employees

None of the employees is covered under Section 217 (2A) of the Companies Act 1956, read with Companies (Particulars of Employees) Rules, 1975

Acknowledgements

Your Directors place on record their appreciation for the continued assistance and co-operation to your Company by various Government Departments, Company''s shareholders, employees, vendors, customers, suppliers and other stake holders. For and on behalf of the Board of Directors

Place: New- Delhi Anil P. Sahu Sanil P. Sahu Dated: 18th July, 2014 Director Managing Director

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Mar 31, 2013

Dear Members

The Directors hereby present the 30th Annual Report together with the audited accounts of the Company for the year ended March 31,2013.

Financial Highlights

(Rs. in lakhs) Year ended March 31 2013 2012

Sale 507.36 590.00

Other Income 27.06 3.13

Total Income 534.42 594.00

Profit/(Loss) before Depreciation, interest and taxes 6.67 44.50

Interest 00.68 3.26

Depreciation & Amortisation 15.43 18.51

Profit/(Loss) before tax (9.44) 22.73

Prior year adjustment - -

Provision for Gratuity - -

Provision for tax - -

Provision no longer required - -

Profit/(Loss) after tax (9.44) 22.73

Financial performance

Your Directors have to state that the working of your Company has been satisfactory during the year as compared to the previous year. Revenue during 2012-13 at Rs. 507.36 Lakhs the previous year revenue of Rs.590.00 Lakhs. EBITDA during the year is Rs. 6.67 Lakhs as compared to Rs. 44.50 Lakhs during the previous year. The net loss after tax for the year is Rs. 9.44 Lakhs as compared to net profit of Rs. 22.73 Lakhs during the previous year.

The Company''s financial statements have been prepared in accordance with Indian Generally Accepted Accounting Principles (GAAP) and Companies Act, 1956.

Your Company''s product, i.e. HDPE Corrugated pipes for use in bridges/flyover constructions, foundation drainage etc, are well accepted in the market and orders are being received from various MNC. Company''s double walled corrugated pipes have been well accepted. Your Directors are hopeful to receive good orders in years to come.

Dividend

In view of the accumulated losses, your Directors have not recommended any dividend for the year under review.

Legal Proceedings

During the year, there has been no reprieve in legal and similar proceedings continuing before Courts, Debt Recovery Tribunal, Sales Tax department, BIFR/AAIFR (under SICA) etc.

Directors

Mr. Anil P. Sahu, Director of the company, retire by rotation at the ensuing Annual General Meeting and being eligible, offer himself for re-appointment. The Board of Directors has recommended his reappointment for consideration of the shareholders.

Directors'' responsibility statement

In terms of section 217 (2 AA) of the Companies Act, 1956 your Directors state that:

a. In the preparation of the annual accounts under review, the applicable accounting standards have been followed along with proper explanations relating to material departures, if any.

b. Appropriate accounting policies were selected and applied consistently and reasonable and prudent judgment and estimate were made so as to give a true and fair view of the state of affairs of the Company at the end of the financial year under review and the profit of the Company for the year ended on that date.

c. Proper and sufficient care was taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and from preventing and detecting fraud and other irregularities.

d. The annual accounts have been prepared on a going concern basis.

Auditor

The existing statutory auditor, M/s SNMG & Co. Chartered Accountant, New Delhi, hold office till the conclusion of the ensuing Annual -General Meeting and are eligible for reappointment. The requisite certificate under section 224 (1B) of the Companies Act 1956 has been received from them expressing their willingness for reappointment.

Auditor''s Report

The observations made in Auditor''s Report are self-explanatory and covered by the notes on the accounts and, therefore, do not call for any further comments.

Corporate Governance Discussion & Analysis

A Report on Corporate Governance as stipulated in Clause 49 of the Listing Agreement with the Auditors'' certificate is enclosed in terms of Clause 49 of the said Agreement and forms, part of the annual report.

Cost Auditor:

Pursuant to Section 233 B of the companies Act, 1956 and subject to the approval of the Central Government, M/s V.K. Gupta & Co. practicing Cost Accountant (Firm Registration No. 101705), was appointed as Cost Auditor of the company to conduct audit of its product for the financial year 2012-13.

Conservation of energy, technology, observation and foreign exchange earnings and outgo

Particulars required under section 217(1) (e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988, are set out in the Annexure 1 to this Report.

Particulars of employees

None of the employees is covered under Section 217 (2A) of the Companies Act 1956, read with Companies (Particulars of Employees) Rules, 1975

Acknowledgements

Your Directors place on record their appreciation for the continued assistance and co-operation to your Company by various Government Departments, Company''s shareholders, employees, vendors, customers, suppliers and other stake holders.

For and on behalf of the Board of Directors

Place: New Delhi Anil P. Sahu Sanil P. Sahu

Dated: 26th July, 2013 Director Managing Director

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Mar 31, 2012

The Directors hereby present the 29th Annual Report together with the audited accounts of the Company for the year ended March 31, 2012.

Financial Highlights (Rs. in lakhs)

Year ended March 31 2012 2011

Sale 590.00 611.71

Other Income 3.13 000.76

Total Income 594.00 612.47

Profit/Loss) before Depreciation, interest and taxes 44.50 54.58

Interest 3.26 00.86

Depreciation & Amortization 18.51 21.00

Profit/(Loss) before tax 22.73 32.72

Prior year adjustment - (00.13)

Provision for Gratuity - -

Provision for tax - -

Provision no longer required - 4.86

Profit/(Loss) after tax 22.73 37.45

Financial performance

Your Directors are happy to state that the working of your Company has been satisfactory during the year as compared to the previous year. Revenue during 2011-12 at Rs. 590.00 Lakhs the previous year revenue of Rs. 611.71 Lakhs. EBITDA during the year is Rs. 44.50 Lakhs as compared to Rs. 54.58 Lakhs during the previous year. The net profit after tax for the year is Rs. 22.73 Lakhs as compared to net profit of Rs. 32.72 Lakhs during the previous year.

The Company's financial statements have been prepared in accordance with Indian Generally Accepted Accounting Principles (GAAP) and Companies Act, 1956.

Your Company's product, i.e. HDPE Corrugated pipes for use in bridges/flyover constructions, foundation drainage etc, are well accepted in the market and orders are being received from various MNC. Company's double walled corrugated pipes have been well accepted. Your Directors are hopeful to receive good orders of the new products in years to come. The company during the year has completed major part of work contracts of SSD projects in Karnataka State.

Dividend

In view of the accumulated losses, your Directors have not recommended any dividend for the year under review.

Legal Proceedings

During the year, there has been no reprieve in legal and similar proceedings continuing before Courts, Debt Recovery Tribunal, Sales Tax department, BIFR/A AIFR (under SICA) etc.

Directors

Mr. Ashok Gupta, Director of the company, retire by rotation at the ensuing Annual General Meeting and being eligible, offer himself for re-appointment. The Board of Directors has recommended his reappointment for consideration of the shareholders.

Mr. Anil P Sahu has ceased to be Managing Director and continues as a Director of the Company w.e.f. 26th August, 2011. Mr. Sanil P Sahu, Whole-time Director has been appointed by the Board, subject to approval of the ensuing Annual General Meeting, as Managing Director w.e.f. 1st June, 2012.

Directors' responsibility statement

In terms of section 217 (2AA) of the Companies Act, 1956 your Directors state that:

a. In the preparation of the annual accounts under review, the applicable accounting standards have been followed along with proper explanations relating to material departures, if any.

b. Appropriate accounting policies were selected and applied consistently and reasonable and prudent judgment and estimate were made so as to give a true and fair view of the state of affairs of the Company at the end of the financial year under review and the profit of the Company for the year ended on that date.

c. Proper and sufficient care was taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and from preventing and detecting fraud and other irregularities.

d. The annual accounts have been prepared on a going concern basis.

Auditor

The existing statutory auditor, M/s. SNMG & Co. Chartered Accountant, New Delhi, hold office till the conclusion of the ensuing Annual General Meeting and are eligible for reappointment. The requisite certificate under section 224 (IB) of the Companies Act, 1956 has been received from them expressing their willingness for reappointment.

Auditor's Report

The observations made in Auditor's Report are self-explanatory and covered by the notes on the accounts and, therefore, do not call for any further comments.

Corporate Governance & Management Discussion & Analysis

A Report on Corporate Governance as stipulated in Clause 49 of the Listing Agreement along with the Auditor's certificate is enclosed in terms of Clause 49 of the said Agreement and forms, part of the annual report.

Management Discussion & Analysis: Company Overview

The company is engaged in the manufacture of Rigid PVC Pipes and PVC/HDPE Corrugated pipes with manufacturing facilities at Malanpur (Madhya Pradesh) and Kota (Rajasthan). These pipes are fast substituting the conventional pipes and have better outlook.

The company had, since beginning, adopted the policy of institutional sales, as the Govt, departments were the buyers for large diameter pipes for irrigation and water supply schemes. As such, a majority of the sale was made to Govt, and semi-Govt. departments after participating in the tenders floated by them. The recession during the late nineties led to the poor development work by the Govt, resulting in low procurement of material by them, which in turn adversely affected the revenues and profitability of the Company. The company has now create private market sales network, but could not develop it's brand and market the products in open market, in view of paucity of working capital.

Revival Plan

The company has already taken steps to improve the capacity utilisation, achieve higher sales by targeting new clients with a focus on margins, nurturing existing relationships, geographic expansion and other initiatives. The company has appointed an external consulting group to formulate a comprehensive revival plan for the company, which principally focuses on:

- Business Restructuring

- Management Restructuring

- Financial Restructuring

The benefits of the revival plan will be clearly visible on its implementation in subsequent years.

Internal Controls and Adequacy

The company has in place adequate systems of internal controls, designed to provide reasonable assurance with regard to recording and providing reliable financial and operational information, complying with applicable statues, safeguarding assets and interest of the Company and ensuring that transactions are properly authorized, recorded and reported correctly. The internal control systems are supplemented by review by the Audit Committee.

Conservation of energy, technology, observation and foreign exchange earnings and outgo

Particulars required under section 217(1) (e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988, are set out in the Annexure 1 to this Report.

Particulars of employees

None of the employees is covered under Section 217 (2A) of the Companies Act, 1956, read with Companies (Particulars of Employees) Rules, 197S

Acknowledgments

Your Directors place on record their appreciation for the continued assistance and co-operation to your Company by various Government Departments, Company's shareholders, employees, vendors, customers, suppliers and other stake holders.

For and on behalf of the Board of Directors

Anil P. Sahu Sanil P. Sahu Director Managing Director

Place: New Delhi Dated: 16th Aug, 2012

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Mar 31, 2010

The Directors hereby present the 27th Annual Report together with the audited accounts of the Company for the year ended March 31,2010.

Financial Highlights (Rs. in lakhs)

Year ended March 31 2009-10 2008-09

Sale 538.33 604.45

Other Income 3.32 6.08

Total Income 541.65 610.53

Profit/(Loss)before Depreciation, interest and taxes 49.66 57.99

Interest 00.68 1.53

Depreciation & Amortisation 19.83 21.76

Profit/(Loss) before tax 29.15 34.70 Prior year adjustment

Provision for Gratuity - (00.50)

Provision for tax - (00.92)

Provision no longer required 14.60

Profit/(Loss) after tax 43.75 33.28



Operations

Your Directors are happy to state that the working of your Company has been satisfactory during the year as compared to the previous year. Revenue during 2009-10 at Rs 541.65. Lakhs the previous year revenue of Rs.610.53 Lakhs. EBITDA during the year is Rs.49.66 Lakhs as compared to Rs.57.99 Lakhs during the previous year. The net profit after tax for the year is Rs. 29.15 Lakhs as compared to net profit of Rs. 34.70 Lakhs during the previous year.

Your Companys product, i.e. HDPE Corrugated pipes for use in bridges/flyover constructions, foundation drainage etc, are well accepted in the market and orders are being received from various MNC. Companys double walled corrugated pipes have been well accepted. Your Directors are hopeful to receive good orders of the new products in years to come.

Dividend

In view of the accumulated losses, your Directors have not recommended any dividend for the year under review.

Legal Proceedings

During the year, there has been no reprieve in legal and similar proceedings continuing before Courts, Debt Recovery Tribunal, Sales Tax department etc.

Corporate Governance & Management Discussion and Analysis

Report on Corporate Ciovernance as stipulated in Clause 49 of the listing Agreement with the Auditors certificate and Management Discussion and Analysis are attached as a part of the annual report.

Directors

Mr. Sudhir Awasthi, Director of the company, retire by rotation at the ensuing Annual General Meeting and being eligible, offer himself for re-appointment. The board of Directors have also recommended his reappointment for consideration of the shareholders.

Mr Ashok Gupta appointed Additional Director w.e.f 17th April, 2010 till the Annual General Meeting on 27th September, 2010.

Directors responsibility statement

In terms of section 217 (2AA)of the Companies Act, 1956 your Directors state that:

a. In the preparation of the annual accounts under review, the applicable accounting standards have been followed along with proper explanations relating to material departures, if any;

b. Appropriate accounting policies were selected and applied consistently and reasonable and prudent judgement and estimate were made so as to give a true and fair view of the state of affairs of the Company at the end of the financial year under review and the loss of the Company for the year ended on that date.

c. Proper and sufficient care was taken for the maintenance of adequate accounting records in accordance with the provisionsof the Companies Act, 1956, for safeguarding the assets of the Company and from preventing and detecting fraud and other irregularities;

d. The annual accounts have been prepared on a going concern basis.

Auditors

The existing statutory auditors, M/s SNMG & Co. Chartered Accountants, New Delhi, hold office till the conclusion of the ensuing Annual General Meeting and are eligible for reappointment. The requisite certificate under section 224 (IB) of the Companies Act 1956 has been received from them expressing their willingness for reappointment.

Auditors Report

The observations made in Auditors Report are self-explanatory and covered by the Notes on the Accounts and therefore, do not call for any further comments.

Conservation of energy, technology, observation and foreign exchange earnings and outgo

Particular required under section 217(1) (e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988, are set out in the Annexurc I to this Report.

Particular of employees

None of the employees are covered under Section 217 (2A) of the Companies Act 1956, read with Companies (Particular of Employees) Rules, 1975

Acknowledgments

Your Director place on record their appreciation for the continued assistance co-operation to your Company by various Government Departments, the large family of the Companys shareholders, employees, vendors, customers, suppliers and other stake holders.



Forand on behalf of the Board of Directors

Place : New-Delhi Anil P. Sahu SanilP. Sahu

Dated : 17th April, 2010 Managing Director Whole Time Director