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Directors Report of Uniply Decor Ltd.

Mar 31, 2018

DIRECTORSâ REPORT

To All members,

The Directors have pleasure in presenting the 30th Annual Report on the business and operations of your Company along with the Audited Statement of Accounts for the year ended March 31, 2018.

FINANCIAL RESULTS

The highlights of the financial results of the Company for the year ended March 31, 2018 as compared with the previous year are given below:

PARTICULARS	31.03.2018	31.03.2017
	(Rupees in lakhs)
Revenue from operation	9480.71	1776.66
Other income	246.25	2.43
Total Income	9726.96	1779.09
Profit before Interest & Depreciation	551.72	2.81
Profit / (Loss) before Taxation	360.76	(138.34)
Profit/(Loss) after Taxation	283.82	(94.40)
EPS	0.42	(0.62)

FIXED DEPOSITS

The Company has not accepted any deposits during the year.

DIRECTOR''S RESPONSIBILITY STATEMENT

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

Directors confirm:

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

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

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

The revenue from operation mainly represents the revenue generated post acquisition of manufacturing units from Bumpily Industries Ltd. effective from 01.10.2017. The first six monthâs financial performance of the Plywood business is reflected in the books of accounts of Bumpily Industries Ltd.

SUBSIDIARIES & ASSOCIATES

The Company does not have any Subsidiary & Associate concerns during the year.

DIVIDEND

Keeping in mind the minimum profit for the year under review and need to conserve resources towards future financial requirements, Your Directors express their inability to declare any dividend.

TRANSFER TO RESERVE

During the year under review, no profit has been transferred to General Reserve.

Company and for preventing and detecting fraud and other irregularities;

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

e. that proper internal financial controls were in place and that the financial controls were adequate and were operating effectively

f. that systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively

SHARE CAPITAL

The authorized share capital and paid up Share Capital as on 31.03.2018 is H30,00,00,000/- (15,00,00,000 Equity shares of H 2/each) and H24,46,85,700/- (12,23,42,850 Equity shares of H2/- each respectively. During the year under review the Company has allotted 10,71,00,000 Equity shares of H2/- each.

DIRECTORS, KMP & CHANGES THEREIN:

Based on the confirmations received from Directors, none of the Directors are disqualified from appointment under Section 164 of the Companies Act 2013.

Keshav Narayan Kantamneni, Srinivasan Sethuraman, Ramesh Kumar Malpani and Manohar Ramabtar Jhunjunwala, Ramgopal Lakshmi Ratan & Reena Bathwal joined as Directors on 26.06.2017.

N. Iyyappan & Jitender Pareek Whole-time Directors resigned w.e.f. 26.06.2017

Mr. George Ninan and Mr. Sunil Kumar Deo have appointed as Chief Financial Officer and Company Secretary respectively w.e.f.

23.10.2017. Rashmi Ranjan Parida has resigned from the post of CFO w.e.f. 23.10.2017

BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and SEBI (LODR) 2015, the Board has carried out an annual performance evaluation of its own performance, the directors individually as well as

the evaluation of the working of its Audit, Nomination & Remuneration and other Committees. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report.

NOMINATION & REMUNERATION POLICY

The Board has on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration. The brief terms of reference of Nomination & Remuneration Committee is stated in corporate governance report. The link to access Nomination

& Remuneration Policy is https://www.uniplydecor.com/docs/policy/NOMINATION%20&%20REMUNERATION%20POLICY.pdf.

FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS

The Company has framed Familiarization Programme for Independent Directors pursuant to SEBI (LODR) 2015 and uploaded the same in the website of the Company. The web link to access the aforesaid programme is https://www.uniplydecor.com/docs/policy/UDL-FAMILARISATION%20PROGRAMME%20FOR⁰/o20INDEPENDENT%20 DIRECTORS.pdf

MEETINGS

A calendar of Meetings is prepared and circulated in advance to the Directors. During the year under review 13 Board Meetings, 6 Audit Committee Meetings and other Committee Meetings were convened and held. The details of which are given in the Corporate Governance Report. The intervening gaps between the Meetings were within the period prescribed under the Companies Act, 2013.

MEETINGS OF INDEPENDENT DIRECTORS

In terms of Schedule IV of the Companies Act, 2013 and the SEBI (LODR) 2015, a separate meeting of the Independent Directors of the Company was held on 14.02.2018 without the presence of Executive Directors and members of the management wherein they inter alia discussed:

lithe performance of the Chairperson of the Company, taking into account the views of Executive Directors and Non-Executive Directors; and

lithe performance of Non-Independent Directors and the Board as a whole;

- the quality, quantity and timeliness of flow of information between the Company management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

COST AUDIT / MAINTENANCE OF COST RECORDS

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

SECRETARIAL AUDIT

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of (Managerial Personnel) Rules, 2014, the Company has appointed M/s. Lakshmi Subramanian & Associates, Practicing Company Secretaries, Chennai to undertake the Secretarial Audit of the Company. The Report of the Secretarial Audit Report is annexed herewith as "Annexure A".

The Report does not contain any qualification, reservation or adverse remark.

EXTRACT OF ANNUAL RETURN

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

PARTICULARS OF EMPLOYEES

Particulars of employees as per section 197 of the Companies Act, 2013 read with rule 5 (2) & (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 need to be furnished is NIL. The Information which are required to be disclosed on Annual Report under section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is stated in Annexure-C.

STATUTORY AUDITORS & THEIR REPORT

At the Annual General Meeting held on September 27, 2017, M/s. Lily & Geetha Associates, Chartered Accountants, were appointed as Statutory Auditors of the Company to hold office till the conclusion ofn34th Annual General Meeting of the Company. In terms of proviso of Section 139 of the companies Act, 2013, the appointment of Auditors shall be placed at every Annual General Meeting. Accordingly, the appointment of M/s. Lily & Geetha Associates, Chartered Accountants, as Statutory Auditors of the Company, is placed for ratification by the shareholders. In this regard, the Company has received a certificate from Auditors to the effect that if they are reappointed, it would be in accordance with provisions of Section 141 of the Companies Act, 2013.

The Audit Report for the year 2017-18 issued by the Statutory Auditors does not have any qualification/adverse remarks.

OPEN OFFER FOR ACQUIRING 26% SHAREHOLDING BY M/S. UNIPLY INDUSTRIES LIMITED AND CHANGE OF PROMOTER

Open offer given by Bumpily Industries Limited on 11.08.2017 is completed and accordingly Bumpily Industries Limited currently holds 4,57,71,359 equity shares and is the promoter of the Company.

POSTAL BALLOT

Your Company had passed a resolution through Postal Ballot reclassifying Bumpily Industries Limited as promoter of the Company and erstwhile promoter Dugan Merchandise Pvt Ltd became a public shareholder w.e.f. 28.05.2017.

Further the Company had also passed resolutions through Postal ballot notice dated 11.08.2017 for (a) increasing share capital of the Company from H4.00 crs to H30.00 crs (b) issue / allot up to 10,80,00,000 equity shares and to promoter and non-promoters under preferential allotment basis and (c) to approve related party transaction.

Further the Company had also passed resolutions through Postal ballot notice dated 02.11.2017 for (a) Change of name of the Company from UV Boards Limited to Bumpily Decor Limited and consequent change in Memorandum & Articles of Association of the Company and (b) Sale & Lease back fixed assets of the Company.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:

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

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

FINANCE

Cash and cash equivalent as at March 31, 2018 is H56.20 lakhs. The Company continues to focus on judicious management of its working capital. Receivables, inventories and other working capital parameters were kept under strict check through continuous monitoring.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

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

LISTING ON STOCK EXCHANGES

The Equity shares of the Company are listed on Bombay Stock Exchange Ltd. (BSE) and necessary listing fee has been paid up to date.

RELATED PARTY TRANSACTIONS

All related party transactions that were entered into during the financial year were on an armâs length basis and were in the ordinary course of business. There are no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large. However details need to be furnished in Form AOC-2 in same as disclosed in the Notes to the Financial Statements, forms part of this Annual Report.

The policy on Related Party Transactions as approved by the Board is uploaded on the Companyâs website. The Web link for the same is https://www.uniplydecor.com/docs/policy/UDL-RELATED%20PARTY%20TRANSACTION%205%20POLICY.pdf.

None of the Directors has any pecuniary relationships or transactions vis-a-vis the Company.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

Company and available in this web link: https://www.uniplydecor.com/ docs/policy/UDL-WHISTLE%20BLOWER%20POLICY.pdf.

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

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

FOREX TRANSACTION

During the year under review the foreign exchange earned by the Company was HNil and outgo amounted to H10,54,59,261 on account of import and foreign travel expenses.

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

In order to prevent sexual harassment of women at work place a new act The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 has been notified on December 9, 2013. Under the said Act our company has constituted an Internal Complaints Committee to look into complaints relating to sexual harassment at work place of any women employee. During the year under review, the committee has not received or disposed any complaints relating to sexual harassment at work place of any women employee.

HUMAN RESOURCES

Your Company treats its "human resources" as one of its most important assets.

Your Company continuously invests in attraction, retention and development of talent on an ongoing basis. A number of programs that provide focused people attention are currently underway. Your Company thrust is on the promotion of talent internally through job rotation and job enlargement.

INDUSTRIAL RELATIONS

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

TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND

Pursuant to the provisions of the Investor Education Protection Fund (Uploading of information regarding unpaid and unclaimed amounts lying with companies) Rules, 2012, the Company has already filed the necessary form and uploaded the details of unpaid and unclaimed amounts lying with the Company for a period of seven years, as on the date of last AGM (i.e. 27.09.2017), with the Ministry of Corporate Affairs. The dates by which the unpaid or unclaimed dividend amounts will be transferred to IEPF are as under:

GREEN INITIATIVE

Your Company wholly recognizes undying concern for ecofriendly environment, continued efforts and worthy contribution to make this planet a safer place.

ENVIRONMENT

The Company is committed to the environment. The Company continues to upkeep effluent and chemical treatment plant. Continuous check of air and water pollution at manufacturing unit is made and monitored.

CORPORATE SOCIAL RESPONSIBILITY

Corporate Social Responsibility, encompassing much more than social outreach, continuous to be an integral part of the Companyâs activity. Since the provision is not applicable to the Company during the year under review the detailed CSR report is not given.

ACKNOWLEDGEMENT

Your Directors take this occasion to express their gratitude for support and co-operation received from financial institutions, Central and state governments, SEBI, stock exchange, vendors, valued customers and stakeholders. Your directors also express their gratefulness of the efforts put in by the workers and employees of the Company at all levels.

CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION

& ANALYSIS REPORT.

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

Financial	Date of	Rate of Dividend	Due date for
Year	Declaration	per share	transfer to IEPF
2011-2012	27.07.2012	15%(H0.30 )	02.09.2019
2012-2013	11.09.2013	15%(H0.30 )	18.10.2020

For Bumpily Decor Limited

Place: Chennai Srinivasan Sethurman Ramesh Kumar Malpani

Date: 14.08.2018 Managing Director Joint Managing Director

Mar 31, 2016

DIRECTOR S REPORT

To All members,

The Directors have pleasure in presenting the 28^th Annual Report on the business and operations of your company along with the Audited Statement of Accounts for the year ended 31^st March, 2016.

FINANCIAL RESULTS

The highlights of the financial results of the company for the year ended 31^st March, 2016 as compared with the previous year are given below:

Particulars	31.03.2016	31.03.2015
	(Rupees	in lacs)
Gross Sales (Net of sales tax)	6322.42	7819.88
Profit before Interest & Depreciation	247.70	252.82
Profit before Taxation	20.10	181.33
Profit after Taxation	11.70	139.79

SUBSIDIARIES & ASSOCIATES

The Company does not have any associate concerns during the year.

DIVIDEND

Keeping in mind the minimum profit for the year under review and need to conserve resources towards future financial requirements, Your Directors express their inability to declare any dividend.

TRANSFER TO RESERVE

During the year under review, No profit has been transferred to General Reserve.

FIXED DEPOSITS

The Company has not accepted any deposits from others during the year.

DIRECTOR S RESPONSIBILITY STATEMENT

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

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

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

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

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

e. that proper internal financial controls were in place and that the financial controls were adequate and were operating effectively

f. that systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively

KMP & CHANGES THEREIN:

There were no changes in KMP during the year under review.

BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board has carried out an annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit, Nomination & Remuneration and other Committees. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report.

NOMINATION & REMUNERATION POLICY

FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS

The company has framed Familiarization Programme for Independent Directors pursuant to Equity Listing Agreement and uploaded the same in the website of the Company. The web link to access the aforesaid programme is http://www.uvboards.in/pdf/UV_BOARD-FAMILARISATION_PROGRAMME_FOR_ INDEPEDENT_DIRECTORS.pdf.

MEETINGS

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

PARTICULARS OF EMPLOYEES

None of the employees of your Company were drawing a remuneration exceeding Rs. 5,00,000/- p.m. Hence no particulars of employees as per section 197 (12) of the Companies Act, 2013 read with rule 5 (2) & (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 need to be furnished. The Information which are required to be disclosed on Annual Report under section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is stated in Annexure-C.

STATUTORY AUDITORS

At the Annual General Meeting held on September 11, 2014, M/s. C. Ramasamy & B. Srinivasan, Chartered Accountants, were appointed as Statutory Auditors of the company to hold office till the conclusion of 28^th Annual General Meeting of the Company. In terms of proviso of Section 139 of the companies Act, 2013, the appointment of Auditors shall be placed at every Annual General Meeting. Accordingly, the appointment of M/s. C. Ramasamy & B. Srinivasan, Chartered Accountants, as Statutory Auditors of the company, is placed for ratification by the shareholders. In this regard, the Company has received a certificate from Auditors to the effect that if they are reappointed, it would be in accordance with provisions of Section 141 of the Companies Act, 2013.

SECRETARIAL AUDIT

The Report does not contain any qualification, reservation or adverse remark.

OPEN OFFER FOR ACQUIRING 26% SHAREHOLDING BY M/S. UNIPLY INDUSTRIES LIMITED AND CHANGE OF PROMOTER

The shareholders are aware that M/s. Uniply Industries Limited has made a public announcement dated 20^th May 2016 through their Merchant Banker M/s. D&A Financials Service Pvt Ltd regarding their acquisition of 8.78% shareholding from the current promoter M/s. Dugar Mercandise Pvt Ltd vide their share purchase agreement dated 20^th May 2016 and also has offered to buy 26% from the public shareholders of the company. The draft letter of offer also filed with SEBI and the offer is under consideration of SEBI.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The Internal Auditor monitors and evaluates the efficacy and adequacy of internal control system in the Company, its compliance with operating systems, accounting procedures and policies at all locations of the Company and promptly informed the management on the lacking as and when required.

FINANCE

Cash and cash equivalent as at March 31, 2016 is Rs. 6.70 lakhs. The Company continues to focus on judicious management of its working capital. Receivables, inventories and other working capital parameters were kept under strict check through continuous monitoring.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

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

RELATED PARTY TRANSACTIONS

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

The policy on Related Party Transactions as approved by the Board is uploaded on the Company s website. The Web link for the same is http://www.uvboards.in/pdf/UV_BOARDRELATED_PARTY_TRANSACTION_S_-POLICY.pdf

None of the Directors has any pecuniary relationships or transactions vis- -vis the Company.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

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

EXTRACT OF ANNUAL RETURN

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

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

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

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

In order to prevent sexual harassment of women at work place a new act The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 has been notified on 9th December, 2013. Under the said Act our company has constituted an Internal Complaints Committee to look into complaints relating to sexual harassment at work place of any women employee. During the year under review, the ICC has not received or disposed any complaints relating to sexual harassment at work place of any women employee.

HUMAN RESOURCES

Your Company treats its human resources as one of its most important assets.

INDUSTRIAL RELATIONS

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

TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND

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

Pursuant to the provisions of the Investor Education Protection Fund (Uploading of information regarding unpaid and unclaimed amounts lying with companies) Rules, 2012, the Company has already filed the necessary form and uploaded the details of unpaid and unclaimed amounts lying with the Company for a period of seven years, as on the date of last AGM (i.e. 11.09.2014), with the Ministry of Corporate Affairs. The dates by which the unpaid or unclaimed dividend amounts will be transferred to IEPF are as under:

Financial Year	Date of Declaration	Rate of Dividend per share	Due date for transfer to IEPF
2011-2012	27.07.2012	15%(Rs. 0.30 )	02.09.2019
2012-2013	11.09.2013	15%(Rs. 0.30 )	18.10.2020

CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION & ANALYSIS REPORT.

GREEN INITIATIVE

Your Company wholly recognizes undying concern for eco friendly environment, continued efforts and worthy contribution to make this planet a safer place.

ENVIRONMENT

CORPORATE SOCIAL RESPONSIBILITY

Corporate Social Responsibility continues to assume an important role in the activities of the Company. It encompasses much more than social outreach programs and is an integral part of the way the Company conducts its business.

ACKNOWLEDGEMENT

For UV Boards Limited

Place: Chennai N.Iyappan Jitender Pareek

Date: 12.08.2016 Whole Time Director Whole Time Director

Mar 31, 2015

Dear members,

The Directors have pleasure in presenting the 27th Annual Report on the business and operations of your company along with the Audited Statement of Accounts for the year ended 31st March, 2015.

FINANCIAL RESULTS

The highlights of the financial results of the company for the year ended 31st March, 2015 as compared with the previous year are given below:

Particulars 31.03.2015 31.03.2014

(Rupees in lacs)

Gross Sales (Net of sales tax) 7819.88 8135.80

Profit before Interest & Depreciation 252.82 199.36

Profit before Taxation 181.33 31.44

Profit after Taxation 139.79 21.51

Though there is a slim drop in top line but company has achieved a PAT of Rs.139.25 Lakhs as against Rs.21.51 lakhs in the Previous Year.

SUBSIDIARIES & ASSOCIATES

During the year under review, your company has disinvested with M/s. Elementz Trading Pte Ltd (ETPL), Singapore and accordingly repatriated the disinvestment proceeds to India. The Company does not have any associate concerns during the year under review. Hence consolidated balance sheets and statements of subsidiary are not attached in this annual report.

DIVIDEND

Keeping in mind the minimum profit for the year under review and need to conserve resources towards future financial requirements, Your Directors express their inability to declare any dividend.

TRANSFER TO RESERVE:

During the year under review, No profit has been transferred to General Reserve.

FIXED DEPOSITS

The Company has not accepted any deposits from others during the year.

DIRECTOR'S RESPONSIBILITY STATEMENT

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

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

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

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

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

e. that proper internal financial controls were in place and that the financial controls were adequate and were operating effectively

f. that systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively

DIRECTORS AND KMP

During the period under review, the board has re-appointed all the existing Independent Directors as per the Companies Act,2013 and All Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and Clause 49 of the Listing Agreement.

Mr. N. Iyyappan, Wholetime Director of the company has been reappointed on 26th Annual General Meeting for a further period of 5 years w.e.f. 01.08.2014.

Mr. Jitender Pareek was appointed as Additional Director of the company in the category of Executive Director with effect from 13.11.2014 and his tenure is going to be end on the ensuing AGM. He has been appointed as WTD w.e.f 13.11.2014 and ratification of his appointment stated in the Notice.

Mr. Raghuram Nath, Independent Director of the company has been resigned with effect from 14.02.2015.

The Board has also appointed Mrs. Parul Satyan Bhatt, as woman Director and designated her as Additional Directors of the Company in the category of Independent Director with effect from 31.03.2015 and her tenure is going to be end on the ensuing AGM.

The Company has received notices from the Members of the company under section 160 of the Companies Act, 2013 proposing their candidature for the office of the Directors. The Board therefore recommends the appointment of M r. Jitender Pareek as a director of the company whose period of office will not be liable to determination by retirement of directors by rotation and Mrs. Parul Satyan Bhatt as Independent Director of the Company not liable to retire by rotation in the ensuing Annual General meeting of the Company.

During the year under review there were no changes in KMPs except the appointment of Mr. Rasmiranjan Parida as CFO of the company with effect from 31.03.2015.

BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board has carried out an annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit, Nomination & Remuneration and other Committees. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report.

NOMINATION & REMUNERATION POLICY

The Board has on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration. The brief terms of reference of Nomination & Remuneration Committee is stated in corporate governance report. The link to access Nomination & Remuneration Policy is http://www.uvboards.in/pdf/UV%20BOARDS%20%20NOMINATION%20&%20REMUNERATIO N %20POLICYpdf.

FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS

The company has framed Familiarization Programme for Independent Directors pursuant to Equity Listing Agreement and uploaded the same in the website of the Company. The web link to access the aforesaid programme is http:/ /www.uvboards.in/pdf/UV_BOARD-FAMILARISATION_PROGRAMME_FOR_INDEPEDENT_DI RECTORS.pdf.

MEETINGS

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

PARTICULARS OF EMPLOYEES

None of the employees of your Company were drawing a remuneration exceeding Rs. 60,00,000/- p.a. or Rs. 5,00,000/- p.m. or part thereof. Hence no particulars of employees as per section 197(12) of the Companies Act, 2013 read with rule 5 (2) & (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 need to be furnished. The Information which are required to be disclosed on Annual Report under section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is stated in Annexure-A.

STATUTORY AUDITORS

At the Annual General Meeting held on September 11, 2014, M/s. C. Ramasamy & B. Srinivasan, Chartered Accountants, were appointed as Statutory Auditors of the company to hold office till the conclusion of 28th Annual General Meeting of the Company. In terms of proviso of Section 139 of the companies Act, 2013, the appointment of Auditors shall be placed at every Annual General Meeting. Accordingly, the appointment of M/s. C. Ramasamy & B. Srinivasan, Chartered Accountants, as Statutory Auditors of the company, is placed for ratification by the shareholders. In this regard, the Company has received a certificate from Auditors to the effect that if they are reappointed, it would be in accordance with provisions of Section 141 of the Companies Act, 2013.

COST AUDIT/MANTAINANCE OF COST RECORDS

Mr. R.Shankarraman, practicing Cost Accountants was appointed as Cost Auditors of the company for maintenance of Cost Record/issue of Cost Compliance Report for the financial year 2014-2015. However, our company was not falling under criteria given for maintenance of Cost Record/Cost Audit as per the Companies (Cost Records and Audit) Rules, 2014. Hence cost audit/Maintenance of cost record was not conducted / maintained.

SECRETARIAL AUDIT

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of (Managerial Personnel) Rules, 2014, the Company has appointed M/s. Lakshmi Subramanian & Associates, Practicing Company Secretaries, Chennai to undertake the Secretarial Audit of the Company. The Report of the Secretarial Audit Report is annexed herewith as "Annexure B". The Secretarial Audit

The Report does not contain any qualification, reservation or adverse remark.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:

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

The Internal Auditor monitors and evaluates the efficacy and adequacy of internal control system in the Company, its compliance with operating systems, accounting procedures and policies at all locations of the Company and promptly informed the management on the lacking as and when required.

FINANCE

Cash and cash equivalent as at March 31,2015 is Rs. 372.34 lacs. The Company continues to focus on judicious management of its working capital. Receivables, inventories and other working capital parameters were kept under strict check through continuous monitoring.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

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

RELATED PARTY TRANSACTIONS

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

The policy on Related Party Transactions as approved by the Board is uploaded on the Company's website. The Web link for the same is http://www.uvboards.in/pdf/UV_BOARD-RELATED_PARTY_TRANSACTION_S_POLICYpd f None of the Directors have any pecuniary relationships or transactions vis-a-vis the Company.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

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

EXTRACTOF ANNUAL RETURN

The details forming part of the extract of the Annual Return in form MGT 9 is annexed herewith as "Annexure C". CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

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

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

In order to prevent sexual harassment of women at work place a new act The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 has been notified on 9th December, 2013. Under the said Act our company has constituted an Internal Complaints Committee to look into complaints relating to sexual harassment at work place of any women employee. During the year under review, the ICC has not received or disposed any complaints relating to sexual harassment at work place of any women employee.

HUMAN RESOURCES

Your Company treats its "human resources" as one of its most important assets.

Your Company continuously invests in attraction, retention and development of talent on an ongoing basis. A number of programs that provide focused people attention are currently underway. Your Company thrust is on the promotion of talent internally through job rotation and job enlargement.

INDUSTRIAL RELATIONS

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

TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND

Pursuant to the provisions of the Investor Education Protection Fund (Uploading of information regarding unpaid and unclaimed amounts lying with companies) Rules, 2012, the Company has already filed the necessary form and uploaded the details of unpaid and unclaimed amounts lying with the Company for a period of seven years, as on the date of last AGM (i.e. 11.09.2014), with the Ministry of Corporate Affairs. The dates by which the unpaid or unclaimed dividend amounts will be transferred to IEPF are as under:

Financial Year Date of Declaration Rate of Dividend Due date for per share transfer to IEPF

2011- 2012 27.07.2012 15%(Rs. 0.30) 02.09.2019

2012- 2013 11.09.2013 15%(Rs. 0.30) 18.10.2020

CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION & ANALYSIS REPORTS.

The Corporate Governance and Management Discussion & Analysis Report, which form an integral part of this Report, are set out as separate Annexures, together with the Certificate from the auditors of the Company regarding compliance with the requirements of Corporate Governance as stipulated in Clause 49 of the Listing Agreement.

GREEN INITIATIVE

Your Company wholly recognizes undying concern for eco friendly environment, continued efforts and worthy contribution to make this planet a safer place. The Company has achieved the distinction of being certified with FSC (Forest Stewardship Council), one among the plywood manufacturer in the Country to be certified so.

ENVIRONMENT

The Company is committed to the environment. The Company continues to upkeep effluent and chemical treatment plant. Continuous check of air and water pollution at manufacturing unit is made and monitored.

CORPORATE SOCIAL RESPONSIBILITY

Corporate Social Responsibility continues to assume an important role in the activities of the Company. It encompasses much more than social outreach programs and is an integral part of the way the Company conducts its business.

ACKNOWLEDGEMENT

Your Directors take this occasion to express their gratitude for support and co-operation received from financial institutions, Central and state governments, SEBI, stock exchange, vendors, valued customers and stakeholders. Your directors also express their gratefulness of the efforts put in by the workers and employees of the company at all levels.

For UV Boards Limited Place: Chennai N.Iyappan Jitender Pareek Date: 25.07.2015 Whole Time Director Whole Time Director

Mar 31, 2014

Dear members,

The Directors have pleasure in presenting the 26th Annual Report of the company along with the Audited Statement of Accounts for the year ended 31st March, 2014.

FINANCIAL RESULTS

The highlights of the financial results of the company for the year ended 31.03.2014 as compared with the previous year are as follows:

PARTICULARS 31st March 31st March 2014 2013 (Rupees in lacs)

Net Sales 7746.32 5113.28

Profit before Interest, depreciation & Tax 199.36 264.41

Profit before Taxation 31.44 127.61

Profit after Taxation 21.51 84.07

During the period under Review company has achieved Net Turnover of Rs.7746.32 lacs as against Rs. 5113.28 lacs in previous year showing an increase by 51.49%. The profit after tax stood at Rs.21.51 lacs as against Rs.84.07 lacs in previous year. The main attributing reason to the reduced profit is the forex loss of Rs. 3.68 crs incurred.

SUBSIDIARIES & ASSOCIATES

During the year under review, M/s. Elementz Trading Pte Ltd, Your wholly owned subsidiary has recorded net revenue of Rs. 3017.00 lacs (Previous Year Rs. 1374.52 lacs) with a net profit of Rs.60.69 lacs. This company is instrumental in sourcing raw material for your company from abroad. Management has belief that the company will perform better in the coming years.

CONSOLIDATED FINANCIAL STATEMENTS

As per Section 212 of the Companies Act, 1956, the Company is required to attach the Directors'' Report, Auditors'' Report, Balance Sheet and Profit and Loss Account of its subsidiary company to its Annual Report. The Ministry of Corporate Affairs, Government of India, vide its general circular no. 2/2011 dated 8th February, 2011, has granted exemption to all companies for not attaching the above documents of subsidiary with Annual Report of the Company from financial year 2010-11 onwards. Accordingly, this Annual Report does not contain the report and other statement of the subsidiary company. The Company will make available the annual audited accounts and related detailed information of the subsidiary company upon request by any member of the Company or that of its subsidiary. These documents will also be available for inspection during business hours at the registered office of the Company and also at the registered offices of the subsidiary companies.

A statement of Holding Company''s interest in subsidiaries is also furnished separately. As required by Accounting Standard - 21 and Listing Agreement with stock exchanges, the audited consolidated financial statements of the Company and its subsidiary is enclosed.

DIVIDEND

Keeping in mind the minimum profit for the year under review and need to conserve resources towards future financial requirements your directors express their inability to declare any dividend.

FIXED DEPOSITS

The Company has not accepted any deposits from public and others during the year.

DIRECTORS'' RESPONSIBILITY STATEMENT

The Directors confirm:

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

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

c. that they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act,1956 for safeguarding the assets of your company and for preventing and detecting fraud and other irregularities;

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

DIRECTORS

As per the provisions of the Companies Act, 2013, Independent Directors are required to be appointed for a term of five consecutive years and shall not be liable to retire by rotation. Accordingly, All Independent Directors of Company are to be appointed for a term of 5 years in the ensuing AGM.

Mr. N. Iyyappan, his tenure as Whole time Director is going to end on 31.07.2014, therefore the Board appointed him for a further period of 5 years with effect from 01.08.2014 subject to approval of Shareholders in the ensuing AGM.

No other Director will retire at the ensuing Annual General Meeting as the Board consists of 3 independent Directors and one whole time Director.

STATUTORY AUDITORS:

M/s. C. Ramasamy & B. Srinivasan, Chartered Accountants, the Statutory Auditor of the company will retire at the conclusion of ensuing Annual General Meeting, being eligible for re-appointment offers themselves for re-appointment.

COST AUDIT & AUDITORS

Mr. R.Shankaraman, practicing Cost Accountants was appointed as Cost Auditors of the company for the year 2013-14. As per various notifications issued by MCA from time to time. As per our cost auditor and his opinion the cost audit is not applicable to our company for the year 2013-14 and hence cost audit was not conducted.

However, Cost compliance certificate has been obtained from Mr. R. Shankaraman, Cost Accountant for the year 2013 - 14.

SECRETARIAL AUDITOR

The Board has appointed M/s. Lakshmi Subramanian & Assocites., Practicing Company Secretaries, Chennai as Secretarial Auditor of the Company as per Section 204 of the Companies Act, 2013 to issue Secretarial Audit Report for the financial year 2014-2015.

INTERNAL AUDITOR

The Board has appointed M/s. Prasanna Rath & Associates, Cost Accountants, Chennai as Internal Auditor of the Company as per Section 138 of the Companies Act, 2013 to issue Internal Audit Report to the Management for the financial year 2014-2015.

PARTICULARS OF EMPLOYEES UNDER SECTION 217(2A)

None of the employees of your Company were drawing a remuneration exceeding Rs. 60,00,000/- p.a. or Rs. 5,00,000/- p.m. or part thereof. Hence no particulars of employees as per section 217(2A) of the Companies Act, 1956 need to be furnished.

COMPANIES (DISCLOSURES OF PARTICULARS IN THE REPORT OF BOARD OF DIRECTORS) RULES,1988

During the year under review there is no material changes have been taken place with respect to conservation of energy and technology absorption.

R & D being an integral part of its manufacturing activities, separate account for the expenditures incurred is not maintained under this head, hence unable to furnish the disclosures in Form-B of the Companies (Disclosure of particulars in the report of Board of Directors) Rules, 1988

CORPORATE GOVERNANCE

Report on Corporate Governance along with the certificate of the Auditors, M/s. C.Ramasamy & B.Srinivasan., confirming compliance of the conditions of corporate governance, as stipulated under Clause 49 of the Listing Agreement are annexed.

GREEN INITIATIVE

Your Company wholly recognizes undying concern for eco friendly environment, continued efforts and worthy contribution to make this planet a safer place. The Company has achieved the distinction of being certified with FSC (Forest Stewardship Council), one among the plywood manufacturer in the Country to be certified so.

ENVIRONMENT

The Company is committed to the environment. The Company continues to upkeep effluent and chemical treatment plant. Continuous check of air and water pollution at manufacturing unit is made and monitored.

CORPORATE SOCIAL RESPONSIBILITY

Corporate Social Responsibility continues to assume an important role in the activities of the Company. It encompasses much more than social outreach programs and is an integral part of the way the Company conducts its business.

ACKNOWLEDGEMENT

Your Directors gratefully acknowledge the wholehearted and continued support extended to the company by the banks, customers, suppliers, various government authorities and the shareholders. Your directors also express their appreciation of the efforts put in by the employees of the company''s at all levels.

For UV Boards Limited

Place: Chennai N. Iyappan Date: 01.08.2014 Whole Time Director (DIN: 00081796)

Mar 31, 2013

Dear Shareowners,

The Directors have pleasure in presenting the 25*1 Annual Report on the business and operations of your company along with the Audited Statement of Accounts for the year ended 31 " March, 2013.

FINANCIAL RESULTS

The highlights of the financial results of the company for the year ended 31st March, 2013 as compared with the previous year are given below:

31.03.2013 31.03.2012 (Rupees in lacs)

Net Sales 5113.28 4913.68

Profit before depreciation 165.39 152.29

Profit before Taxation 127.61 128.15

Profit after Taxation 84.07 83.98

The Sales net of Excise duty has been increased to Rs. 5113.28 lacs as against Rs. 4913.68 lacs in previous year showing an increase by 4.06%. The profit after Tax stood at Rs. 84.07 lacs as against Rs.83.98 lacs in previous year.

SUBSIDIARY

During the year under review, M/s. Elementz Trading Pte Ltd, Your Wholly owned subsidiary has recorded net revenue of Rs. 1374.52 lakhs (Previous Year Nil) with a net profit of Rs.52.82 lakhs. This company is instrumental in sourcing raw material for your company from abroad. Management has belief that the company will perform better in the coming years.

CONSOLIDATED FINANCIAL STATEMENTS

As per Section 212 of the Companies Act, 1956, the Company is required to attach the Directors'' Report, Auditors'' Report, Balance Sheet and Profit and Loss Account of its subsidiary company to its Annual Report. The

Ministry of Corporate Affairs, Government of India, vide its general circular no. 2/2011 dated 8th February, 2011, has granted exemption to all companies for pot attaching the above documents of subsidiary with Annual Report of the Company from financial year 2010-11 onwards. Accordingly, this Annual Report does not contain the report and other statement of the subsidiary company. The Company will make available the annual audited accounts and related detailed information of the subsidiary companies upon request by any member of the Company or that of its subsidiaries. These documents will also be available for inspection during business hours at the registered office of the Company and also at the registered offices of the subsidiary companies.

Financial information of the subsidiary companies, as required by the said general exemption circular of Ministry of Corporate Affairs, Government of India, is annexed to this report. A statement of Holding Company''s interest in subsidiaries is also furnished separately.

As required by Accounting Standard - 21 and Listing Agreement with stock exchanges, the audited consolidated financial statements of the Company and its subsidiaries are enclosed.

DIVIDEND

Your directors are pleased to recommend a dividend of 15% (Re. 0.30 per equity share of Rs. 21- each) for the year 2012-13 in respect of 152,42,850 equity shares of Rs. 21- each in the Company. The Board has recommended this dividend after careful consideration of the matter with a view to balance the expectation of the shareholders and the need to conserve resources towards future financial requirements. The Board has also recommended a transfer to General Reserve of Rs. 25,00,000 in compliance with the Companies (Transfer of Profits to Reserves) Rules, 1975. ''

FIXED DEPOSITS

The Company has not accepted any deposits from others during the year.

DIRECTORS'' RESPONSIBILITY STATEMENT The Directors confirm:

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

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

c. that they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of your company and for preventing and detecting fraud and other irregularities;

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

DIRECTORS

During the year under review Mr. Pradeep Kumar Panda, Director of the company resigned from directorship w.e.f 11th October, 2012. The Board accepted his resignation with deep acknowledgement of his contribution towards the growth of this company.

Mr. Raghuram Nath, Director is retiring by rotation and being eligible offer himself for reappointment. Necessary resolution is proposed in the notice to the Annual General Meeting.

AUDITORS:

M/s. C. Ramasamy & B. Srinivasan, Chartered Accountants, the Statutory Auditor of the company will retire at the conclusion of ensuing Annual General Meeting, being eligible for re-appointment offers themselves for reappointment.

PARTICULARS OF EMPLOYEESUNDER SECTION 217(2A)

None of the employees of your Company were drawing a remuneration exceeding Rs. 60,00,000/- p.a. or Rs. 5,00,000/- p.m. or part thereof. Hence no particulars of employees as per section 217(2A) of the Companies Act, 1956 need to be furnished.

COMPANIES (DISCLOSURES OF PARTICULARS IN THE REPORT OF BOARD OF DIRECTORS) RULES, 1988.

During the year under review there is no material facts has been taken place with respect to conservation of energy and technology absorption.

R & D being an integral part of its manufacturing activities, separate account for the expenditures incurred is not maintained under this head, hence unable to furnish the disclosures in Form-B of the Companies (Disclosure of particulars in the report of Board of Directors) Rules, 1988

CORPORATE GOVERNANCE

Your Company recognizes the importance of good corporate governance. Your Company is therefore, committed to business integrity, high ethical values and professionalism in all its activities. As an essential part of this commitment, the Board of Directors supports high standards in corporate governance. It is the endeavor of the Board and the executive management of your Company to ensure that their actions are always based on principles of responsible corporate management. In your company, corporate governance is seen as an ongoing process. Your Company''s Board will therefore closely follow future developments in the governance norms and will take lead in ensuring compliance with the same. A separate report on Corporate Governance along with the certificate of the Auditors, confirming compliance of the conditions of corporate governance, as stipulated under Clause 49 of the Listing Agreement entered into with the Stock Exchanges is annexed. ''

GREEN INITIATIVE

Your Company wholly recognizes undying concern for eco friendly environment, continued efforts and worthy contribution to make this planet a safer place. The Company has achieved the distinction of being certified with FSC (Forest Stewardship Council), one among the plywood manufacturer in the Country to be certified so.

ENVIRONMENT

The Company is committed towards environment protection. The Company continues to upkeep effluent and chemical treatment plant. Continuous check of air and water pollution at manufacturing unit is made and monitored.

CORPORATE SOCIAL RESPONSIBILITY

Corporate Social Responsibility continues to assume an important role in the activities of the Company. It encompasses much more than social outreach programs and is an integral part of the way the Company conducts its business.

ACKNOWLEDGEMENT

Your Directors take this opportunity to express their appreciation for support and co-operation received from banks, financial institutions, Central and state governments, SEBI, stock exchange, vendors, valued customers and shareholders. Your directors also express their appreciation of the efforts put in by the employees of the company at all levels.

For UV Boards Limited

Place: Chennai N. lyyappan K. Ramadasan

Date: 05.08.2013 Whole Time Director Director

Mar 31, 2010

The Directors have pleasure in presenting the 22nd Annual Report on the business and operations of your company along with the Audited Statement of Accounts for the year ended 31st March, 2010.

FINANCIAL RESULTS

The highlights of the financial results of the company for the year ended 31stMarch, 2010 as compared with the previous year are given below:

31.03.2010 31.03.2009

(Rupees in lacs)

Net Sales 1845.41 1492.80

Profit before depreciation 145.99 144.85

Profit before Taxation 122.15 126.02

Profit after Taxation 86.56 95.48

Add: Profit Brought Forward 274.39 178.91

Balance carried to Balance Sheet 360.95 274.39

The Sales net of Excise duty has been increased to Rs. 1845.41 Lacs as against Rs. 1492.80 lacs in previous year showing an increase by 23.62%. The Profit before Tax for the current year is 122.15 Lacs as against Rs. 126.02 Lacs in previous year and the profit after Tax for the current year is Rs.86.56 lacs as against Rs.95.48 lacs in previous year. The Earning per share was at Re.0.57 as against Re. 0.63 of previous year.

DIVIDEND

In order to meet the growing financial needs of the company, the Directors of your Company want to conserve the resources for future utilization by the company. Hence your Directors do not recommend any dividend for the financial year ended 31st March 2010.

FIXED DEPOSITS

The Company has not accepted any deposits during the year. The total deposit outstanding as on 31.03.2010 is Nil.

ECONOMIC SCENERIO AND WOOD BASED INDUSTRY.

The plywood and panel industries in India is changing at a fast pace. Demand for Plywood, Laminates, Cement etc. are directly related to the growth of construction and infrastructure sector. The demand for companys products is expected to remain stable. As a result of various promotional measures that is being be taken by the Government of India as well as our apex Banks, the Construction and infrastructure sectors are in a booming stage along with the growth of retail sector which will create a positive market for Plywood and panel products.

In view of present shortage and additional future demand for residential and other houses the construction activity is expected to remain stable and overall situation is expected to remain tilted towards demand. Since Cement, Steel, Plywood and laminate related products are essential part of construction right from initial brick and mortar stage to final stage of furnishing, the demand for these products is expected to remain stable.

Management Discussion and Analysis report, performance of the company is annexed herewith separately.

MATERIAL CHANGES TO THE COMPANY

1. Erection of New industrial unit:

During the year under review the company has erected another manufacturing unit in Kanchipuram district, Tamilnadu for the manufacture of wood Veneers and panel products in order to cater with the demand for the Companys product.

2. Disposal of Coffee estate situated at Theni:

In order to more concentrate on the core business of the company which is to manufacture and selling of plywood and other allied products, the Coffee estate of the Company situated in the District of Theni has been sold during the year after getting your approval by way of postal ballot process.

The details regarding the postal ballot process forms the part of the Corporate Governance report annexed herewith separately.

REPLY TO AUDITORS QUALIFICATION

There are no negative observations made by the Auditors in their report which is required to be replied.

DIRECTORSRESPONSIBILITY STATEMENT

The Directors confirm:

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

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

c. that they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of your company and for preventing and detecting fraud and other irregularities;

d. that they have prepared the annual accounts on agoing concern basis.

Mr. K. Ramadasan, director of the Company retires at the ensuing Annual General Meeting by rotation and beingeligible offers himself for re-appointment.

AUDITORS:

M/s. C. Ramasamy & B. Srinivasan, Chartered Accountants, the Statutory auditor of the company will retire at the conclusion of ensuing Annual General Meeting, being eligible for re-appointment offers themselves for re-appointment.

PARTICULARS OF EMPLOYEES UNDER SECTION 217(2A).

None of the employees of your Company were drawing a remuneration exceeding Rs. 24,00,000/- p.a. or Rs. 2,00,000/- p.m. or part there of Hence no particulars of employees as per section 217(2A) of the Companies Act, 1956 need to be furnished.

COMPANIES (DISCLOSURES OF PARTICULARS IN THE REPORT OF BOARD OF DIRECTORS) RULES, 1988.

During the year under review there is no material facts has been taken place with respect to conservation of energy and technology absorption and there is no Foreign Exchange earnings & out go.

R&D being an integral part of its manufacturing activities, separate account for the expenditures incurred are not maintained under this head, hence unable to furnish the disclosures in Form-B of the Companies (Disclosure of particulars in the report of Board of Directors) Rules, 1988

CORPORATE GOVERNANCE

Your company has always striven to incorporate appropriate standards for good corporate Governance. It has taken adequate steps to ensure that all the mandatory provisions of corporate governance as prescribed under Listing Agreement provided by the Bombay Stock Exchange Limited and The Madras Stock Exchange Limited are complied with.

ACKNOWLEDGEMENT

Your Directors wish to place on record their appreciation for the continued assistance and the Co-operations extended to the company by the Government of India, State Governments, Commercial Banks, dealers and customers, share holders, employees and to all others who are continuing their assistance to the Company through out the year.

For UV BOARDS LIMITED

Place: Chennai

Date: 28.05.2010 N. lyyappan

Whole time Director

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