GWALIOR POLYPIPES LIMITED. Our Board of Directors. 1. Sanil Prakash Sahu Managing Director. 2. Anil Prakash Sahu Non Executive Director

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1 GWALIOR POLYPIPES LIMITED Our Board of Directors S. No. Name Designation 1. Sanil Prakash Sahu Managing Director 2. Anil Prakash Sahu Non Executive Director 3. Swati Sanil Sahu Non Executive Director 4. Ashok Gupta Independent Director 5. Rakhi Singh Independent Director 6. Y S Shah Independent Director Company Secretary Aditya K Pandey Auditors SNMG & Co. Chartered Accountant New Delhi Registered Office Polypipes Estate, Malanpur Industrial Area Malanpur Distt.: Bhind (M.P.) Works Unit I Unit II Sanju Estate Sanju Estate Malanpur Industrial Area A , Indraprastha Industrial Area Malanpur Kota Distt. : Bhind (M.P.) Rajasthan

2 GWALIOR POLYPIPES LIMITED Regd. Office : - Polypipe Estate, Malanpur Industrial Area, Malanpur, District- Bhind (M.P) Notice Notice is hereby given that the 34 th Annual General Meeting of the Company will be held at AM on Friday, 29 th September, 2017 at the registered office of the company to transact the following business: Ordinary Business 1. To receive, consider and adopt audited financial statements for the year ended March 31, 2017, together with reports of Directors and Auditors thereon and financial statements for the year ended March 31, To appoint a director in place of Mr. Anil Prakash Sahu (DIN: ), who retires by rotation at this annual general meeting and, being eligible, offers himself for re-appointment. 3. To Consider and if thought fit, to pass with or without modification(s), the following resolution as an Ordinary Resolution: RESOLVED THAT pursuant to the provisions of Section 139 and other applicable provisions of Companies Act, 2013 read with Companies (Audit and Auditors) Rules, 2014 (including any statutory modification or re-enactment thereof for the time being in force) and pursuant to the recommendation made by the Audit Committee of the Board, M/s Arun K. Agrawal & Associate., Chartered Accountants be and is hereby appointed as the Statutory Auditors of the Company, in place of the retiring Statutory Auditors M/s SNMG & Co, Chartered Accountants to hold office from the conclusion of this 34th Annual General Meeting till conclusion of the 39th Annual General Meeting and that the Board be and is hereby authorised to fix such remuneration as may be recommended by the Audit Committee. 4. To Consider and if thought fit, to pass with or without modification(s), the following resolution as an Ordinary Resolution: RESOLVED THAT pursuant to the provisions of Section 152 and other applicable provisions of Companies Act, 2013 read with Companies (Audit and Auditors) Rules, 2014 (including any statutory modification or re-enactment thereof for the time being in force) and pursuant to the recommendation made by the Remuneration and Nomination Committee of the Board, Mrs. Rakhi Singh, Additional - Independent - Director of the company be and is hereby appointed as Independent Director of the company. 5. To Consider and if thought fit, to pass with or without modification(s), the following resolution as an Ordinary Resolution: RESOLVED THAT pursuant to the provisions of Section 152 and other applicable provisions of Companies Act, 2013 read with Companies (Audit and Auditors) Rules, 2014 (including any statutory modification or re-enactment thereof for the time being in force) and pursuant to the recommendation made by the Remuneration and Nomination Committee of the Board, Mr. Y S Shah, Additional - Independent - Director of the company be and is hereby appointed as Independent Director of the company. Special Business 1. To consider and if thought fit, to pass with or without modification(s), the following resolution as an Special Resolution: RESOLVED THAT pursuant to recommendation of the Nomination and Remuneration Committee, and approval of the Board and subject to the provisions of Sections 196, 197, 198, 203 and other applicable provisions of the Companies Act, 2013 and the rules made thereunder (including any statutory modification or re-enactment thereof) read with Schedule- V of the Companies Act, 2013, approval of the members of the Company be and is hereby accorded to the re-appointment of Mr. Sanil Prakash Sahu, as Managing Director of the Company for a period of 5 years with effect from June 1, 2017 upon the terms and conditions as detailed in the explanatory statement attached hereto and the Board of Directors be and is hereby authorised to alter and vary such terms of appointment and remuneration so as not to exceed the limits specified in Schedule V to the Companies Act, 2013 as may be agreed to by the Board of Directors and Mr. Sanil Prakash Sahu.

3 RESOLVED FURTHER THAT the remuneration payable to Mr. Sanil Prakash Sahu shall not exceed the overall ceiling of the total managerial remuneration as provided under Section 197 of the Companies Act, 2013 or in the event of absence of or inadequacy of profit in any Financial Year during his tenure the remuneration shall be governed as provided under Section II of Part II of Schedule V to the Companies Act, 2013 or other limits specified in Schedule V to the Companies Act, RESOLVED FURTHER THAT Mr. Sanil Prakash Sahu is appointed as a Managing Director on Board not liable to retire by rotation RESOLVED FURTHER THAT the Board be and is hereby authorized to do all such acts, deeds and things and execute all such documents, instruments and writings as may be required and to delegate all or any of its powers herein conferred to any Committee of Directors or Director(s) to give effect to the aforesaid resolution. For and on behalf of the Board of Directors Place: New Delhi Date: 30 th August, 2017 Notes: Aditya K Pandey Company Secretary 1. A MEMBER ENTITLED TO ATTEND AND VOTE AT THE ANNUAL GENERAL MEETING (THE MEETING) IS ENTITLED TO APPOINT A PROXY TO ATTEND AND VOTE ON A POLL INSTEAD OF HIM/HERSELF, AND THE PROXY NEED NOT BE A MEMBER OF THE COMPANY. THE INSTRUMENT APPOINTING PROXY SHOULD BE DULY FILLED IN, SIGNED AND PROPERLY STAMPED, THEREAFTER SHALL BE DEPOSITED AT THE REGISTERED OFFICE OF THE COMPANY NOT LESS THAN FORTY-EIGHT HOURS BEFORE THE COMMENCEMENT OF THE MEETING. 2. A person can act as a proxy on behalf of not exceeding fifty (50) members and holding in aggregate not more than ten (10) percent of the total share capital of the Company. 3. Corporate Members are requested to send a duly certified copy of resolution authorizing their representative to attend and vote on their behalf at the Meeting. 4. Members/ Proxies should fill the Attendance slip enclosed herewith for attending the meeting. 5. The Register of Directors, key Managerial Personnel including their shareholding maintained under Section 170 and Register of Contracts and Arrangement in which directors are interested, maintained under section 189 of the Companies Act, 2013 will be available at AGM. 6. The Register of Members and Share Transfer Books for equity shares of the company will remain closed from Thursday 21 st September, 2017 to Thursday 28 th September, 2017 (both days inclusive). 7. The Complete notice as well as Annual report of the Company is also available on the website of the Company i.e Members seeking any information/clarification with regard to accounts and audit are requested to write to the Company in advance and their queries should reach the Registered Office of the Company at least seven days prior to the date of meeting, so as to enable the Management to keep the information/clarification ready. 9. The Securities and Exchange Board of India (SEBI) has mandate the submission of Permanent Account Number (PAN) by every participant in securities market. Members holding shares in physical form can submit their PAN details to the company. 10. Members holding shares are requested to furnish their at cs@gwaliorpolypipes.com and/or send letter to us quoting their Folio No. and ID to enable us to serve any document, notice, communication, Annual report etc. through . For members, who have not registered their addresses, physical copies of the Annual Report 2017 are being sent by permitted mode. 11. We request the members to continue to support the Green Initiative introduction by MCA and make it success. 12. Pursuant to the stipulations in SEBI (LODR) Regulation, 2015 read with Section 108 of the Companies Act 2013 and the relevant Rules, the Company has entered into an arrangement with NSDL to facilitate the Member to exercise their right to vote at the Annual General Meeting by electronic means. The members may cast their votes using an electronic voting system from a place other than the venue of the Meeting ( remote e- voting ).The details process for participating in e-voting is given on a separate Annexure. 13. The Securities and Exchange Board of India (SEBI) has mandated the submission of Permanent Account Number (PAN) by every participant in securities market. Members holding shares are therefore, requested to submit the PAN to company at its registered office.

4 Explanatory Statement 1. Pursuant to Regulation 36 of the SEBI (LODR) Regulations 2015 and Secretarial Standard 2 Issued by ICSI, the brief profile of Mr. Sanil Prakash Sahu and Mr Anil Prakash Sahu, Director eligible for re-appointment is as follows:- Particulars Mr. Sanil Prakash Sahu Mr. Anil Prakash Sahu Mrs Rakhi Singh Mr Y S Shah DIN Age Qualifications C.A. C.A. C. S. Graduate Expertise in specific functional areas Mr. Sanil Prakash Sahu, is a fellow member of Institute of Chartered Accountants of India with 40 years post of qualification experiences covering professional practice as well as senior role in industry. He is with Gwalior Polypipes Ltd. for 35 years and has been part of the entire journey since incorporation of the Company. He is known abilities to systematically address any complex need. In this Competitive Market, his knowledge of finance, Cost and market is edge for the company. Mr. Anil Prakash Sahu, is a fellow member of Institute of Chartered Accountants of India having 42 years of post-qualification experiences. He is very excellent in corporate Law and Taxation, with extensive experience in trade and industry. Mr Y S Shah is a marketing personnel and has good exposure in Marketing of various products. Mrs Rakhi Singh is an associate member of ICSI. She has good exposure of corporate law compliance and listing compliance. Directorships in other Companies a. G.D.S. Vishwanath Singh Holdings Pvt Ltd. b. Kajal Exports Private Limited a. Kajal Exports Private Limited a. NKG Infrastructure Limited c. Nisha Polymers Industries Limited d. Sunviz Impex Private Limited Memberships /Chairmanshipsof committees of other public companies (includes only Audit Committee and Stakeholders Relationship Committee.) Nil Nil Nil Nil Relationship with any Director(s) of the Company 1. Husband of Mrs. Swati Sanil Sahu 2. Brother of Anil Prakash Sahu 1. Brother of Sanil Prakash Sahu.

5 2. The Board of Directors of the Company in its meeting held on May 25, 2017 on recommendation of Nomination and Remuneration Committee and subject to the Shareholders' approval, has approved reappointment of Mr. Sanil Prakash Sahu as Managing Director of the Company for a further period of 5 year w.e.f. June 1, 2017 to May 31, Salary Rs. 1, 50,000/--10,000/- 1,90,000/- per month including the House Rent Allowance as per company rule Perquisites PART A a. Conveyance Free use of company s car with driver. b. Medical Reimbursement Expenses incurred for self and family subject to ceiling of the one month s salary in a year or three month s salary over a period of three years c. Leave Travel Facility For managing director and his family in accordance with the rules of the company. d. Club Fee Fee for two clubs. This will not include admission and life membership fee. e. Bonus As may be decided by the company from time to time or as per Payment of minimum Bonus Act. f. Personal Accidental Insurance Premium not exceeding Rs. 10,000 p.a. PART B a. Provident Fund and Superannuation Fund Company s contribution as per Rules of the company on basic salary; b. Gratuity Not exceeding half a month s salary for each completed year of service or fraction thereof. c. Leave encashment Accumulated leave at the time of retirement on attainment the age of 75 years and/or on resigning and/or removal from directorship. The amount of leave salary shall be calculated on the basis of the last drawn pay. d. Telephone Provision of telephone at the residence of the whole time director at the company s cost.

6 DIRECTORS REPORT Dear Members, Your Directors are pleased to present the 34 th Annual Report on the business and operations of the Company together with the Financial Statements for the year ended 31 st March Financial Highlights The Company s financial performance, for the year ended March 31, 2017 is summarized below:- Particulars (Rs. In Lakhs) (Rs. In Lakhs) Net Sales Other Income Total Income Profit/(Loss) before Depreciation, Interest & Taxes (28.67) Less : Interest Less :Depreciation Profit/(Loss) Before Taxation (35.33) Provision for Tax 0 0 Provision no longer required 0 0 Profit/(Loss) After tax (35.33) Company working during the Year The year under review was very difficult and challenging. Recession in our industry saw a sharp decline in finished products. Due to continuous fall in market demand the revenues from operations was Rs Lacs as compared to Rs Lacs during the previous year. Due to tough environment within the sector, the Company incurred a loss of Rs Lacs. during the year under review, there were no changes in the nature of the business of the Company. Dividend Your Director has not recommended any dividend for this financial year. Reserves No amount has been transferred in reserves during the current financial. Public Deposits The company has not invited or accepted any deposits from the public during the year under report. Management Discussion and Analysis A detailed report on the Management Discussion and Analysis is provided as a separate Section in the Annual Report which forms part of the Directors Report. Share Capital The paid up Equity Share Capital as on March 31, 2017 was Rs The Company has neither issued shares with differential rights as to dividend, voting or otherwise nor issued shares (including sweat equity shares) to the employees or Directors of the Company, under any Scheme. No disclosure is required under Section 67(3)(c) of Companies Act, 2013 in respect of voting rights not exercised directly by the employees of the Company as the provisions of the said Section are not applicable. Directors and Key Managerial Personnel The Company have devised adequate Policy for performance evaluation of Independent Directors, Board & Committees members and other individual Directors, which includes criteria for performance evaluation of all directors. Their roles, rights & responsibilities are put up on the website under code of conduct and Code of fair disclosure.

7 Directors Responsibility Statement Pursuant to Section 134(5) of the Companies Act, 2013, the board of directors, to the best of their knowledge and ability, confirm that: A. in the preparation of the annual accounts, the applicable accounting standards have been followed and there are no material departures; B. they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period; C. they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; Statutory Auditors The term of your Company Auditors M/s. SNMG & Co., Chartered Accountants, expires at the ensuing Annual General Meeting. The Board has proposed the name of M/S Arun K. Agarwal & Associates.for appointment as Statutory Auditors of the company for next five years. Company has also received the consent letter from them to act as Statutory Auditors. The Auditors observations and the relevant notes on the Accounts are self-explanatory and therefore do not call for further comments. Secretarial Auditor The Board has appointed M/s Rohit Keshri, Practising Company Secretary as per Section 204 of Companies Act, 2014 to conduct Secretarial Audit of financial year The Secretarial Audit Report for the year under review has been annexed with Director s Report. Disclosure As Per The Sexual Harassment Of Women At Workplace (Prevention, Prohibition And Redressal) Act, 2013 The company has a policy on prohibition, prevention and redressal of Sexual Harassment of women at workplace and matters connected there with or incidental there to covering all the aspects as contained under The Sexual Harassment Of Women at Workplace (Prohibition, Prevention and Redressal) Act, During the financial year , no complaint was received under the policy. Human Resources Your Directors wish to place on record their deep appreciation for its human Resources. The Company continues to place tremendous importance on overall development of all its employees. Energy Conservation, Technology Absorption and Foreign Exchange Earnings and Outgo The particulars as prescribed under Section 134(3)(m) of the Companies Act, 2013 read with Companies (Accounts of Companies) Rules, 2014 are set out in an Annexure-I to this report.

8 Meeting of Board During the period under review, Your Company have complied the requirement of board meeting as per section 173 of Companies Act, It had five Board Meetings dated 04 th April, 2016, 26 th July 2016, 29 th August 2016, 3 rd November 2016 and 16 th February The attendance details is as following:- S. No. Name of Director Designation Board Meeting 1. Sanil Prakash Sahu Managing Director 5 2. Anil Prakash Sahu Non- Executive Director 5 3. Swati Sanil Sahu Non- Executive Director 5 4. Ashok Gupta Independent Director 5 Contract or arrangements with related parties There has been no contract or arrangements entered into by the Company with any related party referred to in subsection (1) of section 188 of the Companies Act, 2013 except remuneration to managing Director Mr. Sanil P Sahu. Directors Responsibility Statement Pursuant to the Section 134 of the Companies Act 2013, Your Directors confirm that: i) In the preparation of the annual accounts for the year ended March 31, 2017, the applicable accounting standards read with requirements set out under Schedule III to the Act, have been followed and there are no material departures from the same; ii) Appropriate accounting policies have been followed consistently and judgments were made that were reasonable and prudent so as to give a true and fair view of state of affairs and profit of the company for the year ended on ; iii) Proper and sufficient care has been taken to maintain adequate accounting records for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; iv) The Accounts have been prepared on a going concern basis. v) The Directors have laid down internal financial controls to be followed by the Management and that such internal financial controls are adequate and are operating effectively; and vi) The Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively. Material changes/commitments affecting the financial position, occurred after end of the financial year till date of report No material changes have been occurred subsequent to the close of the financial year of the Company to which the balance sheet relates and the date of the report of Board like settlement of any tax liabilities, depression in market value of investments, institution of cases by or against the company, sale or purchase of capital assets or destruction of any assets etc. Corporate Governance In terms of Regulation 34 of the Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 a Report on Corporate Governance along with Compliance Certificate issued by Statutory Auditor s of the Company is provided as a separate Section in the Annual Report which forms integral part of this Report (hereinafter Corporate Governance Report ) Management Discussion and Analysis Report Management Discussion and Analysis Report form part of the Annual Report.

9 Internal Financial Controls Your company has in place adequate internal financial control systems combined with delegation of power and periodical review of the process and financial statements. The control system is also supported by internal checking and management reviews with documented policies and procedures. As per requirement of Section 138 of Companies Act, 2013, M/s Arpit Jain, being Internal Auditor of the Company placed their report for the financial year , which does not contain any qualification/adverse remark. Vigil Mechanism The Vigil Mechanism of the Company includes an Ethics & Compliance Task Force comprising senior executives of the Company. Protected disclosures can be made by a whistle blower through an , or dedicated telephone line or a letter to the Task Force or to the Chairman of the Audit Committee. Subsidiary/Joint Ventures/Associate Companies Your company does not have any Subsidiary/Joint Ventures/Associate Companies. Risk Management During the year, your Directors have an adequate risk management infrastructure in place capable of addressing those risks. The Company manages, monitors and reports on the principal risks and uncertainties that can impact its ability to achieve its strategic objectives. The Audit Committee and the Board of Directors review these procedures periodically.the Company s management systems, organisational structures, processes, standards, code of conduct and behaviours together form a complete and effective Risk Management System (RMS). Extract of the Annual Return The extract of the annual return as prescribed under Companies Act, 2013 i.e. Form No. MGT 9 shall form part of the Board s report is separately annexed herewith. General Disclosure Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review: 1. There are no deposits, details relating to deposits covered under Chapter V of the Companies Act, There was no issue of equity shares with differential rights as to dividend, voting or otherwise. 3. There was no issue of shares (including sweat equity shares) to employees of the Company under any scheme 4. No Change in the nature of the business of the Company took place during the year. 5. There has been no loan, guarantee, investment made during the current financial year under section No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company s operations in future. 7. Your Directors further state that during the year under review, no cases were filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, Acknowledgement Your Directors would like to express their sincere appreciation for the support and co-operation received from Company s bankers, investors, vendors, customers, government authorities and business associates during the year. Your Directors would also like to once again place on record their appreciation to the employees at all levels, who through their dedication, co-operation and support have enabled the Company to move closer towards achieving its corporate objectives. By Order of the Board For Gwalior Polypipes Ltd. Place: New Delhi Anil Prakash Sahu Sanil Prakash Sahu Date: 30 th August,2017 DIN : DIN :

10 Annexure-A Particulars of Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo a. Conservation Of Energy i. Energy conservation measures taken during the year are as follows: Nil ii. Steps taken by the company for utilizing alternate sources of energy: Nil iii. Capital investment on energy conservation equipment s : Nil b. Technology Absorption and Research & Development i. Efforts, in brief, made towards technology absorption, adaptation and innovation. Nil ii. Benefits derived as a result of the above efforts Nil iii. Details about imported technology (imported during last three years reckoned from the date of beginning of the financial year, if any.) Nil Foreign Exchange Earnings And Outgo Particulars (Amt in INR) (Amt in INR) Foreign Exchange Earned NIL NIL Foreign Exchange Used NIL NIL

11 REPORT OF THE BOARD OF DIRECTORS POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION The Remuneration policy of your Company is a comprehensive policy which is competitive, in line with the industry practices and rewards good performance of the employees of the Company. The policy ensures equality, fairness and consistency in rewarding the employees on the basis of performance against set objectives and the performance of the individuals measured through the annual appraisal process. Policy on Directors Appointment Policy on Directors appointment is to follow the criteria as laid down under the Companies Act, 2013 and SEBI (LODR) Regulation, 2015 with Stock Exchanges and good corporate practices. Remuneration Criteria for Non-Executive Directors 1. As per Company s policy, the Company doesn t pay any commission or remuneration to its non-executive directors. 2. The Company reimburses the actual traveling and lodging expenses to the Non-Executive Directors for attending the Board, Committee and members meetings from time to time. 3. Independent directors are being appointed based on the criteria mentioned under section 149(6) of the Companies Act, 2013 and in accordance with other applicable provisions of the companies Act, 2013, rules made thereunder & listing agreement entered with stock exchange. 4. The Company does not provide any ESOP, etc to its directors. Remuneration Criteria for the Executive Directors And KMP: 1. The Remuneration of the executive directors and Managing Director is determined and approved by the Nomination and Remuneration Committee of the Board, consisting of the independent directors. 2. The Executive directors being appointed for a period of 5 years at a time. 3. The Company is not paying any sitting fee as well as does not provide any ESOP, etc to its executive directors. 4. The Company is paying remuneration to its CS as per the terms of the appointment approved by the Remuneration Committee and he are also entitled for the annual increments based on their performance, evaluated by the Remuneration Committee and Board on annual basis. By Order of the Board For Gwalior Polypipes Ltd. Place: New Delhi Anil Prakash Sahu Sanil Prakash Sahu Date: 30 th August, 2017 DIN : DIN :

12 FORM NO. MGT.9 EXTRACT OF ANNUAL RETURN as on the financial year ended on 31st march 2015 [Pursuant to section 92(3) of the Companies Act, 2013 and Rule 12(1) of the Companies (Management and Administration) Rules, 2014] I. REGISTRATION AND OTHER DETAILS: 1. CIN : L28939MP1982PLC Registration Date : 19/10/ Name of the Company : GWALIOR POLYPIPES LTD. 4. Category / Sub-Category of the Company : PUBLIC COMPANY 5. Address of the Registered office and : Polypipe Estate, Malanpur Industrial Area, Malanpur, Bhind, contact details M.P. 6. Whether listed Company : Yes on BSE LIMITED 7. Name, Address and Contact details of Registrar and Transfer Agent, if any Company has in-house share transfer facility II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY All the business activities contributing 10 % or more of the total turnover of the company shall be stated:- S. No. Name and Description of main products/ services NIC Code of the Product/service % to total turnover of the company 1. HDPE and PVC Pipes & Fittings % III. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES NIL Shareholding Pattern i. Category Wise Shareholding Category of Shareholders a. Promoters No. of shares held as on No. of shares held as on % Change Demat Physical Total % of Total Shares Demat Physical Total % of Total Shares a Individuals/HUFs b Central Govt./State Govt. c Bodies Corporate d e Financial Institution/Banks Other Trust Sub-Total (A) (1) Individuals/HUFs Central Govt./State Govt. Bodies Corporate during the year

13 Financial Institution/Banks Other Trust Total Shareholding of promoter and promoter group B Public Shareholding 1 Institutions a Mutual Funds/UTI b FI/Banks c Central/State Govt. d Venture Capital Fund e Insurance Companies & Other Sub-Total (B) (1) Non-Institutions a Bodies Corporate b Individual i Individual shareholders holding nominal share capital upto Rs. 1 lakh ii Individual shareholders holding nominal share capital in excess of Rs. 1 lakh c d Qualified Foreign Investors Any Other Sub- Total (B)(2) Total Public Shareholding (B)(1)+(B)(2) Total Shareholding (A)+(B) C Shares held by custodian against DRs Total Shareholding (A)+(B)+(C)

14 ii. Promoters Shareholding No. of shares held as on No. of shares held as on S. No. Category of Shareholders No. of Shares % of total shares of company % of Shares Pledged/encu mbered to total shares No. of Shares % of total shares of company % of Shares Pledged/enc umbered to total shares % Chang e during the year 1 Sanil P Sahu Sanil Prakash HUF Swati Sanil Sahu Shivani Sanil Sahu Anil Prakash Sahu Anil Prakash HUF Priyanka Anil Sahu Bindu Anil Sahu Anu Anil Sahu Harish Kumar Sahu Harish Kumar HUF Devila Harish Sahu Kajal Sahu Sweta Sahu Ram Niwas Sharma Yogendra K Gupta Kajal Exports Pvt. Ltd Nisha Polymers Industries Ltd Sub-Total (A)(1) Note :- Some of the equity shares of Mr. Harish K Sahu, Mrs. Devila Harish Sahu, Harish Sahu HUF, Kajal Sahu and Sweta Sahu are partly paid up.

15 iii. Change in Promoters Shareholding S. Particulars No. Shareholding at the beginning No. of % of Total Shares Shares 1 At the beginning of the year Date wise Increase / Decrease in Promoters Shareholding during the year specifying the reasons for increase / decrease (e.g. allotment / transfer / bonus/ sweat equity etc): No Change Cumulative Shareholding during the year No. of % of Total Shares Shares 3 At the end of the iv. Shareholding Pattern of top ten Shareholders (other than Directors, Promoters and Holders of GDRs and ADRs): S. No Top 10 Shareholders Shareholding at the beginning of the year No. of Shares % of Total Shares Shareholding at the beginning of the year No. of Shares % of Total Shares CRB TRUSTEE LTD A C CRB MUTUAL FUND MANSINGH INTERNATIONAL LTD SHRI PARASRAM HOLDINGS PVT LTD CRB CAPITAL MARKETS LTD HINA PRAVIN CHANDRA SOUTHERN INDIA DEPOSITORY SERVICES SANJU INVESTMENTS PVT LTD ARVIND AGGARWAL JYOTI JAIN RAMESH KUMAR DUBEY Note:- Some of the Equity Shares of Sanju Investments Private Limited and Mansingh International Limited are partly paid up shares. v. Shareholding of Directors and Key Managerial Personnel: S.No. Name of Shareholders At the beginning of year No of shares % Shareholding At the end of year No of shares 1 Sanil Prakash Sahu Anil Prakash Sahu Swati Sanil Sahu Ashok Gupta Aditya Kumar Pandey % Shareholding

16 vi. Remuneration Of Directors And Key Managerial Personnel S. No. Name of Shareholders Sanil Prakash Sahu Aditya Kumar Pandey Total Amount 1. Salary 16,12,500 2,64,200 18,76, Stock Option 3. Sweat Shares 4. Commission % of Profit 5. Other Total Remuneration 16,12,500 2,64,200 18,76,500 CORPORATE GOVERNANCE REPORT Corporate Governance Report (forming part of Directors Report) The Company has been practicing the principles of good corporate over the years. The Company submits the following report on Corporate Governance for the Financial Year COMPANY'S PHILOSOPHYON CODE OF GOVERNANCE Your company has always endeavored for bringing excellence in all spheres of its working be it quality control, customer satisfaction, shareholders servicing, relationship with Employees etc. The basic Corporate Governance norms have been adopted at the Board, Management and Operational levels. These norms are reviewed and reaffirmed on an ongoing basis. BOARD OF DIRECTORS i. The Composition of the Board of Directors during Financial Year is given herein. As on March 31, 2017, the Company has four directors. Out of the four directors, three are non-executive which include an independent directors and a woman Director and one is Executive director. ii. None of the directors on the board hold directorships in more than ten public companies. Further, none of them is a member of more than ten committees or chairman of more than five committees across all the public companies in which he is a director. Necessary disclosures regarding committee positions in other public companies as on March 31, 2017 have been made by the directors. None of the Non-executive directors serve as Independent Directors in more than seven listed companies and none of the Executive or Whole-time Directors serve as Independent Director on any listed company. iii. Independent Directors are non-executive directors as defined under SEBI ( LODR) Regulation, 2015 read with Section 149(6) of the Act. The maximum tenure of independent directors is in compliance with the Act. All the Independent Directors have confirmed that they meet the criteria as mentioned under Regulation 16(1)(b) of the SEBI Listing Regulations read with Section 149(6) of the Act. iv. The names and categories of the directors on the board, their attendance at board meetings held during the year and the number of directorships and committee chairmanships / memberships held by them in other public companies as on March 31, 2017 are given herein below.

17 List of Directors as on 31 st March 2017 is as following:- S. No. Name of Director Category DIN 1. Sanil Prakash Sahu Managing Director Anil Prakash Sahu 3. Swati Sanil Sahu 4. Ashok Gupta Director Director Director Attendance of directors in Board Meeting:- S. No. Board Meeting Board Strength Directors Present th April th July th August rd November th February, I. BOARD OF DIRECTORS (A) Composition of Board The Board of Directors of the Company comprises of 4 Directors with three Promoters (One Executive & Two Nonexecutive) Directors, One Independent (Non-Executive) Directors. (B) Non-Executive Directors compensation and disclosures No remuneration has been to the Non-Executive Directors during the year. No stock options were granted to Non- Executive Directors or Independent Director. (C) Other Provisions as to Board and Committees The meetings are convened by giving appropriate advance notice after obtaining approval of the Chairman of the Board/Committee. Detailed agenda, management reports and other explanatory statements are circulated in advance in the defined agenda format amongst the members for facilitating meaningful, informed and focused decisions at the meetings. The meetings of the Board of Directors are normally held at New Delhi 5(Five) Board Meetings were held during the financial year The dates on which the meetings were held are mentioned above. Name Category Board meeting attended during the year Sanil P Sahu Anil P Sahu Promoter (Executive) Promoter (Non- Executive) Attendance at the last AGM 5 Yes 5 Yes Outside Directorship and Committee positions Committee Committee Membership Chairmanship Swati S Sahu Promoter (Non- Executive) 5 Yes 3 1 Ashok Gupta Independent 5 No 3 2

18 II. AUDIT COMMITTEE The Company has an Audit Committee of Directors. Functioning of audit committee is as under: 1. The Audit Committee consists of the three directors as members and one of them are independent directors. 2. All members of the committee are financially literate and the Chairman is having the requisite financial management expertise. 3. The Chairman of the Audit Committee is an independent director. 4. The Chairman of the Audit Committee is invited in ensuing coming Annual General Meeting going to be held on 29th September, The representatives of the statutory auditors and such other person and official of the company are invited to attend the Audit Committee meetings as and when required. III. NOMINATION AND REMUNERATION COMMITTEE Board has established the Nomination and Remuneration Committee to works with the entire board to determine the appropriate characteristics, skills, experience required for the board as a whole and for individual members. Board members are expected to possess the required qualifications, integrity, expertise and experience for the experience. IV. SHARE TRANSFER-CUM-SHAREHOLDERS GRIEVANCE COMMITTEE i) Terms of reference The Share Transfer-cum-Shareholders Grievance Committee is constituted under the Chairmanship of a non-executive director to consider and approve various requests for transfer, subdivision, consolidation, renewal, exchange, issue of new Certificates in replacement of old ones and redress the grievances of the Shareholders as may received from time to time. ii) Investor Complaints received and redressed No investors complaint was received during the year under review. All queries received during the year under review were replied to the satisfaction of the shareholders/investors. V. SUBSIDIARY COMPANIES The company has no Subsidiary Company. VI. DISCLOSURES (A) Basis of related party transactions The required disclosure with respect to the related party transactions, if any were duly made to Audit Committee on a quarterly basis. Transactions with related parties, if any are disclosed in the Notes to the Accounts as part of Financial Statements. (B) Disclosure of Accounting Treatment During the year there has been no deviation in Accounting Policies/Accounting Standards of the company. The same are disclosed in the Notes to the Accounts as part of Financial Statements. (C) Risk Management Your Company has a well-defined risk management framework in place. Under this framework, the Management identifies and monitors business risks on a continuous basis and initiates appropriate risk mitigation steps as and when deemed necessary. The company has laid down procedures to inform the Board of Directors about the Risk Management and its minimization procedures. The Audit Committee and the Board of Directors review these procedures periodically. (D) Proceeds from Public issue, right issue, preferential issue etc. Your company has not issued any share capital during the period under review by way of public issue, right issue, and preferential issue or by any other means. (E) Details of Non Compliance No penalties or strictures have been imposed on the Company by Stock Exchanges or SEBI or any Statutory Authority nor there has been any instance of non-compliance with any legal requirement or on any matter related to Capital Markets during the last three years.

19 (F) SEBI Complaints Redress System (SCORES) The Company processes the investors complaints received by it through a computerized complaints redress system. The salient features of this system are Computerized database of all inwards receipts and action taken on them, online submission of Action Taken Reports (ATRs) alongwith supporting documents electronically in SCORES.The investors can view online the current status of their complaints submitted through SEBI Complaints Redress System (SCORES). VII. CODE OF CONDUCT (i) (ii) In compliance with SEBI (LODR) Regulation, 2015 and the companies Act, 2013 the company has framed a Code of Conduct and Code of Fair Disclosures. The copies of Code of Conduct as applicable to the Members of Board, Executive officers (including Senior Management of the Company) and Non Executive officers and all employees of the company have been sent to all the Directors and Senior Management Personnel. These are posted on the website of the company. The copy of the Code of Conduct and Code of Fair Disclosures can be had / inspected from the Registered Office of the company. All the members of the Board of Directors and Senior Management personnel have affirmed compliance with the Code as applicable to them during year ended March 31, The annual report of the Company contains certificate duly signed by the Director of the company. VIII. REPORT ON CORPORATE GOVERNANCE The Quarterly Compliance report has not been submitted to the Stock Exchanges during the previous year, but company has started the compliance from the current financial year. IX. MEANS OF COMMUNICATION Quarterly and Annual Audited financial results are sent immediately to the Stock Exchange after they are approved by the Board of Directors. The Company published its results within the stipulated time as per the Listing Agreement in leading newspapers. The Company has designated an -id cs@gwaliorpolypipes.com XI. GENERAL SHAREHOLDER INFORMATION (i) Annual General Meeting : Friday, the 29th September, 2017 at AM At : Polypipes Estate, Malanpur Industrial Area, Malanpur Distt.: Bhind (M.P.) Financial Year : 1 st April 2016 to 31 st March 2017 Book Closure : 21 st September 2017 to 28 th September 2017 Dividend Payment : No dividend Payment (ii) Distribution of shareholding as on 31 st March 2017 Category No. of Shareholders % of shareholders No. of shares % of total Shares Upto % % % % % % above % % Total % % (iii) Distribution of shareholding as on 31 st March 2017 Category No. of Shareholders No. of Shares % Shareholding a. Promoters & Promoters % Group b. Public Shareholding i. MF/Banks/FIIs/IFCIs 2 1,73, % ii. NRIs/Foreign Nationals 954 4,49, % iii. Private Corporate Bodies 33 2,67, % iv. Individuals ,67, % Total ,72, %

20 (xi) Green Initiative Pursuant to Circulars No. 17/2011 dated April 21, 2011 and 18/2011 dated April 29, 2011 issued by the Ministry of Corporate Affairs (MCA), MCA has undertaken a Green Initiative in Corporate Governance, by allowing paperless compliance including service of notices/documents by companies to their shareholders through electronic mode. In order to enable the Company to send such documents in electronic form, members who hold shares in physical form are requested to register their addresses with the Company by sending a letter to their addresses given elsewhere in the Report, or an on their respective ID cs@gwaliorpolypipes.com and intimate changes in the Id from time to time. (xii) Address for correspondence Company Secretary Gwalior Polypipes Limited Polypipes Estate, Malanpur Industrial Area, Malanpur Distt.: Bhind (M.P.) id :- cs@gwaliorpolypipes.com, Website :- CERTIFICATION BY DIRECTOR We, to the best of our knowledge and belief, do hereby certify that: a) We have reviewed financial statements and the cash flow statement for the year and that to the best of their knowledge and belief: i) These statements do not contain any materially untrue statement or omit any material fact or contain statements that might be misleading; ii) These statements together present a true and fair view of the Company s affairs and are in compliance with existing accounting standards, applicable laws and regulations. b) There are, to the best of our knowledge and belief, no transactions entered into by the Company during the year that are fraudulent, illegal or violate the Company s Code of Conduct. c) We accept responsibility for establishing and maintaining internal controls for financial reporting and that they have evaluated the effectiveness of internal control systems of the Company pertaining to financial reporting and they have disclosed to the Auditors and Audit Committee, deficiencies in the design or operation of such internal controls, if any, of which they are aware and the steps they have taken or propose to take to rectify these deficiencies. d) Our have indicated to the Auditors and the Audit Committee: i) Significant changes in internal control over financial reporting during the year; ii) Significant changes in accounting policies during the year and that the same have been disclosed in the notes to the financial statements; and iii) Instances of significant fraud of which they have become aware and involvement therein, if any, of the management or an employee having a significant role in the Company s internal control system over financial reporting. For Gwalior Polypipes Limited Place: -New Delhi Date :-30 th August, 2017 Director Director Sanil P Sahu Anil P Sahu

21 Form no. MR-3 Secretarial Audit Report for the Financial year ended 31 st March, 2017 [pursuant to section 204(1) of the Companies Act, 2013 and Rule No. 9 of the Companies (Appointment and Remuneration Personnel) Rules, 2014] Secretarial Audit Report for the financial year ended 31 st March, 2017 To, The Members, Gwalior Polypipes Limited I have conducted the secretarial audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by Gwalior Polypipes Limited (hereinafter called the company), bearing CIN L28939MP1982PLC Secretarial Audit was conducted in a manner that provided me a reasonable basis for evaluating the corporate conducts/statutory compliances and expressing my opinion thereon. Based on my verification of the Company s books, papers, minute books, forms and returns filed and other records maintained by the company and also the information provided by the Company, its officers, agents and authorized representatives during the conduct of secretarial audit, I hereby report that in my opinion, the company has, during the audit period covering the financial year ended on 31st March, 2017( Audit Period ) complied with the statutory provisions listed hereunder and also that the Company has proper Board-processes and Compliance-mechanism in place to the extent, in the manner and subject to the reporting made hereinafter: I have examined the books, papers, minute books, forms and returns filed and other records maintained by the Company for the financial year ended on 31st March, 2017 according to the provisions of: i. The Companies Act, 2013 (the Act) and the rules made thereunder; ii. The Securities Contracts (Regulation) Act, 1956 ( SCRA ) and the rules made thereunder; iii. Foreign Exchange Management Act, 1999 and the rules and regulations made thereunder to the extent of Foreign Direct Investment, Overseas Direct Investment and External Commercial Borrowings; iv. The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 ( SEBI Act ):- a) The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011; b) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 1992; c) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009; d) The Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999; e) The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008; f) The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993 regarding the Companies Act and dealing with client; g) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009; and h) The Securities and Exchange Board of India (Buyback of Securities) Regulations, 1998; I have also examined compliance with the applicable clauses of the following: i. Secretarial Standards issued by The Institute of Company Secretaries of India. ii. SEBI (LODR) Regulation, 2015 applicable on the company; During the period under review the Company has complied with the provisions of the Act, Rules, Regulations, Guidelines, Standards, etc. mentioned above subject to the following observations: i. The Company s status on the Bombay Stock Exchange s website is showing as suspended.