Directors Report of Union Quality Plastics Ltd.

Mar 31, 2016

DIRECTORS'' REPORT

The Directors have pleasure In presenting their 32^nd Annual Report together with Audited Accounts of the Company for the year ended 31^st March, 2016.

L FINANCIAL PERFORMANCE ^OPERATIONS:

(Rs. In Lacs)

Particulars	31st March, 2016	31st March, Z0I5
Turnover (including other income}	4712.78	3034.52
Profit before Other Income, Depreciation & interest	463.83	(290, S2)
Less:
Depredation	21.38	27.38
interest	63.42	64.04
Profit/loss) before Tax	548.63	(381.94)
Less:
Provision for taxation	(0.79)	12.68
Prof t/(Loss] for the year ended	549.42	(394,63)
Add:
Profit brought forward from the« previous year	-	00.00
Available for appropriation	-	0o.oo
Appropriations:
Transfer to General Reserve	—	00.00
Transfer to Debenture Redemption Reserve	—	00.00
Dividend from Own shares	-	00.00
Transfer to Capital Reserve	-	00.00
Transfer to foreign Currency Translation Reserve	—	00.00
Adjustment to minority interest	—	00.00
Dividend (proposed) Equity Shares	—	00.00
Tax on Dividend	—	00.00
Other adjustments	—	00.00
Balance carried to Balance Sheet	54942	(394.63)

Total income for the year has increase to Rs. S48.63 Lacks from Rs. (394.63) Lacs fn the previous year and profit after tax increased to Rs. 546,40 Lace from Rs (394.63} Lacs in the previous year.

2. DIVIDEND;

in view of accumulated losses by company, your Directors had not recommended any dividend for this year.

X SHARE CAPITAL

The paid up Equity Share Capital as on 31^st March, 2016 was 4-83 Crore. During the year under review, the Company has not issued shares with differential voting rights nor granted stock options nor sweat equity,

4. FJXED DEPOSIT:

The Company did not invite or accept deposit from public during the year under review,

5. PLASTICS INDUSTRY OUT LOOK AND OPPORTUNITIES:

The year 2016-17 was a challenging year for the Company due to the unstable market conditions. High volatile in raw materials supply as well as prices variation lead to fluctuation in production capacity. There was shortage of raw material! supply especially in last few quarters due to shutdown of plant by major stakeholders in India. There is increase In competition due to new entrant in these overcrowded industries that leads to lower margin of our products, the company is taking all necessary steps to maintain the optimum level of production and provide best service to customers. The company is looking for new Agri base product to serve the industry where margin is high.

QUALITY MANAGEMENT;

The company is committed to supply products and services confirming to customers'' requirements by involving employees, vendors sub- contractors and customers to achieve its vision of being a cost- efficient global suppliers of quality products,

7, PARTICULARS OF EMPLOYEE:

The information required pursuant to Section 197 read with Rule, 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules,2034 in respect to employees of the Company, will be provided on request.

& DIRECTORS:

in pursuance of the Companies Act, 2013 and Articles of Associations of the Company Mrs. Durriya Kathawala retires by rotation and being eligible, offer to herself re- appointment.

% DIRECTORS RESPONSIBILITY STATEMENTS:

To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statements fn terms of Section 134(3MC) of the Companies Act,2Gl!J:

a. That in the preparation of the annual financial statements for the year ended March 31, 201G the applicable accounting standards have been followed along with proper explanation relating to materials departures, if any;

b. That such accounting policies as mentioned in Notes of the Financial Statements have been selected and applied consistently and judgment and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2016 and of the Profit/(Loss) of the Company for the year ended on that date.

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

d. that the annual financial statement have been prepared 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 efficiency.

1ft CONSERVATION OF ENERGY, ABSORPTION OF TECHNOLOGY ANO FOREIGN EXCHANGE 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,2013is given below;

A. Conservation of Energy:

Continues monitoring and awareness amongst employees has helped to avoid waste of energy. Adequate measures had helped in reducing the consumption of energy and overall electricity bill.

It is planned to extend the measures taken during the current year which yielded good results, to other areas/equipment/offices.

U. Technology Absorption:

Company has not incurred major expenditure on R&D activity during the year under review; however the company is searching various technology and method which will help in reducing the consumption of energy, increase in input/output ration produce internationally acceptable quality products, company havetheiS09001:2000Certificate.

Information regarding technology imported during the last five years:

a. Technology imported : No

b. Year of Import : Mo

c. Has technology been fully absorbed ; N.A.

d. If not fully absorbed, are as where : N.A. this has not taken place, reasons

therefore and future plans of actions

C. Foreign Exchange:

The foreign exchange used and earned during the year:

Particulars	Current Period	Previous Period
Foreign Exchange Earning	566.54	156-32
Foreign Exchange Outgo		60.00

11 AUDITORS:

1.) STATUTORY AUDITOR:-

The Company''s Auditors, M/s. Parekh Shah & Lodha, Chartered Accountants, Mumbai who retire at the ensuing Annual General Meeting of the Company are eligible for re-appointment. They have confirmed their eligibility under Section 141 of the Companies Act, 2013 and the Rules framed there under for reappointment as Auditors of the Company. As required under Clause 49 of the Listing Agreement the Auditors have also confirmed that they hold a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India.

2}. SECRETARIAL^ UDITOR:-

Pursuant to Section 204 of the Companies Act. 2013 read with rude 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 the Company has appointed M/s. Nitrn Katkar & Co, a firm Company Secretaries in Practice to undertake the Secretaries IN PRACTICE TO NDERTAKE THE SECRETARIAL Auditor of the company The report of the sectarian Audit Reports annexed here with.12 AUDITORS OBSERVATION:

The comment of the auditors in their reports is see(-explanatory and need no further clarification. And Management also trying to comply which Is requires as per the laws applicable to the Company,

11 CORPORATE GOVERNANCE:

As per Clause 49 of the Listing Agreement with the Stock Exchanges a separate section on corporate governance practices followed by the company, together with certificate from the company''s Auditors confirming compliances from an integral part of this report.

14 ACKNOWLEDGEMENTS:

Your Directors thanks all its valued customers and various Governments, Semi-Government aid Local Authorities, Suppliers and other business associates. Over Directors appreciate continued support from Banks and Financial Institutions and look forward to their co-operation in the future. Your Directors place on record their appreciation of the dedicated efforts put in by the employees at all levels and wish to thanks and shareholders and all other stakeholders for their unstinted support and co-operation.

By order of the Board of Directors of

Registered Office: Union Quality Plastics Limited

Plot NO, 42,4th Floor,

Cambattta Building, East Wine,

Sir Jamshedji Tata Road,

Churchgate,

Mumbai- 400 009

Place: Mumbai

Date: September, 2016 Zuiar Kathawala Durriya Kathawala

Managing Director Director

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Mar 31, 2015

Dear Members,

The Directors have pleasure in presenting their 31st Annual Report together with Audited Accounts of the Company for the year ended 31st March, 2015.

1. FINANCIAL PERFORMANCE & OPERATIONS: (Rs. In Lacs)

Particulars 31st March, 31st March, 2015 2014

Turnover (including other income) 3034.52 3816.52

Profit before Other Income, Depreciation & Interest (290.52) 148.94

Less:

Depreciation 27.38 33.94

Interest 64.04 51.55

Profit/(Loss) before Tax (381.94) 63.46

Less:

Provision for taxation 12.68 00.00

Profit/(Loss) for the year ended (394.63) 63.46

Add:

Profit brought forward from the 00.00 00.00 previous year

Available for appropriation 00.00 00.00

Appropriations:

Transfer to General Reserve 00.00 00.00

Transfer to Debenture Redemption 00.00 00.00 Reserve

Dividend from Own shares 00.00 00.00

Transfer to Capital Reserve 00.00 00.00

Transfer to foreign Currency Translation 00.00 00.00 Reserve

Adjustment to minority interest 00.00 00.00

Dividend (Proposed) Equity Shares 00.00 00.00

Tax on Dividend 00.00 00.00

Other adjustments 00.00 00.00

Balance carried to Balance Sheet (394.63) 63.46

Total income for the year has decreased to Rs. 3034.52 Lacs from Rs. 3816.52 Lacs in the previous year and profit after tax decreased to Rs. (394.63) Laces from Rs. 63.40 Lacs in the previous year. The Company is taking further measures to increase its market demand.

2. DIVIDEND:

In view of accumulated losses by company, your Directors had not recommended any dividend for this year.

3. SHARE CAPITAL:

The paid up Equity Share Capital as on 31st March, 2015 was 4.82 Crore. During the year under review, the Company has not issued shares with differential voting rights nor granted stock options nor sweat equity.

4. FIXED DEPOSIT:

The Company did not invite or accept deposit from public during the year under review.

5. ECONOMIC SCENARIO AND OUTLOOK:

Outlook for 2015-16:- 0 The macroeconomic situation in India has improved significantly during the current year, Also, acceleration in services and manufacturing growth in the face of subdued global demand conditions point to the strengthening of domestic demand.

* However, concerns surrounding the construction and mining activities in the Country still exist. Agriculture also suffered due to poor and unstable monsoon, but there are no indications of its spill over the next year.

* In the light of the government's commitment to reforms, outlook for domestic macroeconomic parameters is generally optimistic and substantial growth is in the realm of possibility in 2015-16.

* Oil prices are expected to remain low in short term on account of weak global demand and increased supplies.

* Global commodity prices have been declining and expected to remain weak in 2015 owing to low international demand and comfortable supply.

CHALLENGES 2015-16:

* There is need for increased investment in agriculture and food sector in various areas such as research, education, extension, irrigation, organic farming, fertilizers and laboratories to test soil, water and commodities, are housing and cold storage.

* There is need to bring states on board for creating national common market for agriculture commodities.

* There is need for increase investment in renewable energy plants along with nuclear energy and traditional methods of generating power.

* There is need unique infrastructural facility which can make sure to investors and all citizens of country for uplift their standard of living and easy connectivity of every elements of economy.

* Another challenge is an urbanization because in the world at every week 10 million people moving toward the cities from the villages.

6. PLASTICS INDUSTRY OUTLOOK AND OPPORTUNITIES:

The year 2014-15 was a challenging year for the Company due to the unstable market conditions. High volatile in raw materials supply as well as prices variation lead to fluctuation in production capacity. There was shortage of raw material supply especially in last quarter due to shut down of plant by major refinery in India. There is increase in competition due to new entrant in these overcrowded industries that leads to lower margin of our products. The Company is taking all necessary steps to maintain the optimum level of production and provide best service to customers. The company is looking for new Agri base product to serve the industry where margin is higher and completion is less.

7. QUALITY MANAGEMENT:

The company is committed to supply products and services confirming to customers requirements by involving employees, vendors sub- contractors and customers to achieve its vision of being a cost- efficient global suppliers of quality products.

8. PARTICULARS OF EMPLOYEE:

The information required pursuant to Section 197 read with Rule, 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company, will be provided on request.

9. DIRECTORS:

In pursuance of the Companies Act, 2013 and Articles of Associations of the Company Mr. Zuzar Kathawala retires by rotation and being eligible, offer the himself re- appointment.

10. DIRECTORS RESPONSIBILTY STATEMENTS:

To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statements in terms of Section 134 (3) (C) of the Companies Act, 2013:

a. That in the preparation of the annual financial statements for the year ended March 31, 2015 the applicable accounting standards have been followed along with proper explanation relating to materials departures, if any;

b. that such accounting policies as mentioned in Notes of the Financial Statements have been selected and applied consistently and judgment and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2015 and of the Profit/(Loss) of the Company for the year ended on that date.

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

d. that the annual financial statement have been prepared 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 compliances with the provisions of all applicable laws were in place and were adequate and operating efficiency.

11. CONSERVATION OF ENERGY, ABSORPTION OF TECHNOLOGY AND FOREIGN EXCHANGE AND OUT GO:

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 is given below;

A. Conservation of Energy:

Continues monitoring and awareness amongst employees has helped to avoid waste of energy. Adequate measures had helped in reducing the consumption of energy and overall electricity bill.

It is planned to extend the measures taken during the current year which yielded good results, to other areas/ equipment/offices.

B. Technology Absorption:

Company has not incurred major expenditure on R & D activity during the year under review; however the company is searching various technology and method which will help in reducing the consumption of energy, increase in input/ output ration produce internationally acceptable quality products, company have the ISO 9001: 2000 Certificate.

Information regarding technology imported during the last five years:

a. Technology imported : No

b. Year of Import : No

c. Has technology been fully absorbed : N.A.

d. If not fully absorbed, areas where : N.A. this has not taken place, reasons therefore and future plans of actions

C. Foreign Exchange:

The foreign exchange used and earned during the year:

Particulars Current Period Previous Period

Foreign Exchange Earning 156.32 187.42

Foreign Exchange Outgo 60.00 92.97

12. AUDITORS:

1.) STATUTORYAUDITOR:-

The Company's Auditors, Messrs Parekh Shah & Lodha, Chartered Accountants, Mumbai who retire at the ensuing Annual General Meeting of the Company are eligible for reappointment. They have confirmed their eligibility under Section 141 of the Companies Act, 2013 and the Rules framed thereunder for reappointment as Auditors of the Company. As required under Clause 49 of the Listing Agreement, the Auditors have also confirmed that they hold a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India.

2). SECRETARIALAUDITOR:-

Pursuant to Section 204 of the Companies Act, 2013 read with rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 the Company has appointed Messrs K.V. Rao & Co., a firm Company Secretaries in Practice to undertake the Secretarial Audit of the Company. The Report of the Secretarial Audit Report is annexed herewith.

13. AUDITORS OBSERVATION:

The comment of the auditors in their reports is self explanatory and need no further clarification. And Management also trying to comply which is requires as per the laws applicable to the Company.

14. CORPORATE GOVERNANCE:

As per Clause 49 of the Listing Agreement with the Stock Exchanges, a separate section on corporate governance practices followed by the company, together with certificate from the company's Auditors confirming compliances from an integral part of this report.

15. ACKNOWLEDGEMENTS:

Your Directors thanks all its valued customers and various Governments, Semi- Government and Local Authorities, Suppliers and other business associates. Your Directors appreciate continued support from Banks and Financial Institutions and look forward to their co-operation in the future. Your Directors place on record their appreciation of the dedicated efforts put in by the employees at all levels and wish to thanks and shareholders and all other stakeholders for their unstinted support and co-operation.

By order of the Board of Directors of Registered Office: Union Quality Plastics Limited 5th Floor, 502, AGH Chambers, 379/381 Narsi Natha Street, Masjid (W), Mumbai- 400 009 Place : Mumbai Date : 26thAugust, 2015 Zuzar Kathawala Durriya Kathawala Managing Director Director

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Mar 31, 2014

Dear members,

The Directors have pleasure in presenting the 30th Annual Report on the business and operations of the Company together with the Audited Accounts for the year ended 31 st March, 2014.

1. FINANCIAL RESULTS: (Rs. In Lacs)

Particular (31/03/2014) (31/03/2013)

Turnover (including other income) 3816.12 3232.52

Profit before Tax & Depreciation 97.39 90.34

Less - Depreciation and Amortization 33.94 29.01

Less - Provision for Taxation including Deferred Tax 0.00 0.00

Profit after tax 63.46 61.33

1. OPERATIONS AND BUSINESS PERFORMANCE:

Total incomes for the year have increased to Rs. 3816.12 Lacs from Rs. 3232.52 Lacs in the previous year and profit after tax increased to Rs. 63.46 Lacs from Rs. 61.33 in the previous year. The Company is taking further measures to increase its market demand.

2. DIVIDEND:

In view of conservation of profit, your Directors had not recommended any dividend for this year.

3. THE COMPANIES ACT, 2013

The Ministry of Corporate Affairs (MCA) has notified 282 sections of the Companies Act, 2012 (CA2013/Act) in tranches in September 2013 and March 2014 with majority of the sections as well as rules being notified in March 2014. The Companies Act, 1956 continues to be in force to the extent of the corresponding provisions of the C A2013 which are yet to be notified. MCA vide its Circular dated April 4,2014 has clarified that the financial statements and documents annexed thereto, auditor''s report and board''s report in respect of financial year that have commenced earlier than April 1,2014 shall be governed by the provisions of the Companies Act, 1956 and in line with the same, the Bank''s financial statements, auditor''s report and Board''s report and attachments thereto have been prepared in accordance with the provisions of the Companies Act, 1956. With respect to other provisions of the Act, appropriate references have been made in this report to the extent these provisions have been applicable effective April, 2014.

5. FIXED DEPOSITS:

During the year, the Company did not accept any deposit from the public within the meaning of section 58Aof the Companies Act, 1956.

6. QUALITY MANAGEMENT:

The company is committed to supply products and services conforming to customers requirements by involving employees, vendors sub - contractors and customers to achieve its vision of being a cost-efficient global suppliers of quality products.

7. PARTICULARS OF EMPLOYEE:

As required by the provision of section 217(2 A) of the companies act 1956 of the Companies act 1956, read with companies (particulars of employees) Rules, 1975 as amended, there are no employees covered for the year under review ''

8. DIRECTORS:

In pursuance of the Companies Act, 1956, and articles of association of the company Mr. Zuzar Kathawala and Mrs. Durriya Kathawala retires by rotation and being eligible, offer themselves for reappointment.

9. DIRECTORS RESPONSIBILITY STATEMENTS:

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956, with respect to Directors'' Responsibility Statement, the Directors confirm:

i) That in the preparation of the annual accounts for the financial year ended 31st March, 2014, the applicable accounting standards have been followed and no material departures have been made from the same;

ii) That they had selected such accounting policies, applied them consistently, made judgments and estimates that are reasonable and prudent so as to give 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;

iii) That they had 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 the Company and for preventing and detecting fraud and other irregularities;

iv) That they had prepared the annual accounts on a going concern basis.

v) That Auditors comment on the internal audit system of the company, Directors wants to clarify that our internal accounting system is strong enough to take care of internal control for accounts under the supervision of management. Hence, we have not deputed outside agency to carry on internal audit.

vi) The company is engaged in manufacturing business where staff turnover ratio is very high. Hence maintaining retirement and other benefit and provision for gratutity on accrual basis is very difficult. Keeping in view the above the Company follows a policy of providing gratuity liability and retirement and other benefits on actual payment basis.

vii) The observations and comments given in the Auditor''s Report read together with notes to accounts are self-explanatory and do not call for any further information and explanation under Section 217(3) of the Companies Act, 1956.

10. CONSERVATION OF ENERGY , ABSORPTION OF TECHNOLOGY AND FOREIGN EXCHANGE AND OUTGO:

Additional information as required as per section 217(I)(e) of the companies act, 1956 read along with companies (Disclosures of particulars in the repor c of board of Directors) Rules, 1988 is given below;

(I) Conservation of Energy:

Continuous monitoring and awareness amongst employees has helped to avoid waste of energy. Adequate measures had helped in reducing the consumption of energy and overall electricity bill.

It is planned to extend the measures taken during the current year which yielded good results, to other areas/equipment/offices.

(II) Technology Absorption:

Company has not incurred major expenditure on R& D activity during the year under review; however the company is searching various technology and methods which will help in reducing the consumption of energy, increase in input / output ratio and produce internationally acceptable quality products, company have the ISO 9001:2000 Certificate.

Information regarding technology imported during the last five years:

a. Technology imported : No

b. Year of import : Not applicable

c. Has technology been fully absorbed : Not applicable

d. If not fully absorbed, areas where this has not taken place, reasons : Not applicable therefore and future plans of actions

(III) Foreign Exchange:

During the year company has earned foreign exchange by export turnover which amounts to Rs. 187.42 Lacs (R Y. Rs. 198.19 Lacs) and had incurred Rs. 92.97 Lacs (P. Y. Rs. 149.33 Lacs) towards expenditure in foreign exchange during the year. Company is making all efforts to capture the international market.

11. AUDITORS:

M/s. PAREKH SHAH & LODHA, Chartered Accountants, Statutory Auditors of the Company retire at the conclusion of ensuing annual general meeting and, being eligible, offer themselves for reappointment as statutory auditors. Members are requested to approve the same and fix their remuneration.

12. AUDITORS OBSERVATION:

The comment of the auditors in their reports is self explanatory and need no further clarification.

13. CORPORATE GOVERNANCE:

Your Company believes in coherent and self-regulatory approach in the conduct of its business to achieve highest standard of Corporate Governance. It has complied with the requirement of the Corporate Governance as stipulated by SEBI. A separate report on Corporate Governance along with Auditor''s Certificate on its compliance is annexed to and forms part of the report.

14. APPRECIATION:

Your Directors would like to place on record their appreciation of the consistent support, co-operation and assistance from our customers, suppliers, shareholders, employees and other business associates including various agencies of the central and Maharashtra state governments and Bankers for their continued understanding, assistance and support.

On Behalf of the Board of Directors For Union Quality Plastics Limited

Zuzar A Kathawala Place : Mumbai Chairman Date : July 29th, 2014