DIRECTORS' REPORT

To,

The Shareholders

VERA SYNTHETIC LIMITED

(Formerly known as Vera Synthetic Pvt. Ltd.)

Your Directors have pleasure in presenting the 19th Annual Report on the business and operations of the Company and the Audited Accounts for the Financial Year ended 31st March 2018.

1. SUMMARY OF FINANCIAL RESULTS:

The Operational Income of the Company has been increased to Rs.222,511,077.00/- compared to Rs 184,201,677.00/- in the previous year. Total Revenue has been increased from Rs. 184,421,490.00/- to 223,540,344.00/- Total expenditure has been increased from Rs.178,235,775.00/- to Rs. 20,816,008.00/-Profit has been significantly increased from Rs.4,259,143.00/- to Rs. 10,552,712.00/- This year your company has performed remarkable profit compared to previous year.

2. DIVIDEND:

With a view to finance expansion from internal accrual for the growth of the Company, the directors do not recommend any dividend for the year ended March 31, 2018.

3. OPERATIONAL HIGHLIGHTS AND PROSPECTS:

This was a remarkable year for your Company as it has achieved highest ever turnover as well as profitability. During the year turnover has increased to Rs. 223,540,344.00 from Rs. 184,421,490.00 representing an increase of 21% over previous year.

4. CREDIT FACALITIES

The Company has been optimally utilizing its 'fund based' and 'non-fund based' working capital requirements as tied up with STATE BANK OF INDIA. During the year under review, the Company was comfortable in meeting its financial requirements. Effective financial measures have been continued to reduce cost of interest and bank charges.

5. SHARE CAPITAL AND CHANGES

During F.Y. 2017-18, changes in the capital structure of Company are as follows.

With vision of conversion of structure of Company on 5th May 2017, Members approved for increase in Authorised Share Capital from Rs. 1,80,00,000/- to Rs. 2,30,00,000/-

With vision of IPO Authorised Share Capital Increased from Rs. 2,30,00,000/- to 7,00,00,000/-

Paidup Share Capital has been increased from Rs. 1,80,00,000/- to 3,60,00,000/- due to issue of bonus shares in 1:1 ratio.

6. MATERIAL CHANGES

There are no significant events affecting the financial position between the end of the financial year and date of the Report except the following:

a) Appointment of M/s. Nirav Patel & Co., Chartered Accountants, as a Statutory Auditors of the Company to fill up the casual vacancy caused by Resignation of M/s. S. Vora & Associates, Chartered Accountants, existing Auditors.

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

The information pertaining to conservation of energy, technology absorption, Foreign exchange Earnings and outgo as required under Section 134 (3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is furnished in ANNEXURE I and is enclosed to this report.

8. RISK MANAGEMENT:

The Company has framed a sound Risk Management Policy to identify and evaluate business risks and opportunities and the same has become integral part of the Company's day to day operations. The key business risks identified by the Company are Industry risk, Management and Operations risk, Market risk, Government policy risk, Liquidity risk, and Systems risk. The Company has in place adequate mitigation plans for the aforesaid risks. The Policy on Risk Management is available on website of the Company under tab Investors/Policies/Risk Management Policy.

9. CORPORATE SOCIAL RESPONSIBILITY INITIATIVES:

The Company has not developed and implemented any Corporate Social Responsibility initiatives as the said provisions are not applicable.

10. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT, 2013:

There were no loans, guarantees or investments made by the Company under Section 186 of the Companies Act, 2013 during the year under review and hence the furnishing the said information is not applicable.

11. CHANGE IN NATURE OF BUSINESS, IF ANY

There is no change in the nature of the business of the Company during the year.

12. RELATED PARTY TRANSACTIONS:

There were no materially significant related party transactions with the Company's Promoters, Directors, Management or their relatives, which could have had a potential conflict with the interests of the Company. Transactions with related parties entered by the Company in the normal course of business are periodically placed before the Board for its Omnibus approval and the particulars of contracts entered during the year as per Form AOC-2 is enclosed as ANNEXURE II.

The Board of Directors of the Company has, on the recommendation of the Audit Committee, adopted a policy to regulate transactions between the Company and its related parties, in compliance with the applicable provisions of the Companies Act 2013, the rules made thereunder and the Listing Agreement. This policy was considered and approved by the Board and has been uploaded on the website of the Company at www.sujlonropes.com under Investors/ Policies/Policy on Related Party Transactions.

13. CHANGES IN DIRECTORS AND KEY MANAGERIAL PERSONNEL:

During the year under review, there were following changes in the Directors and Key Managerial Personnel.

Appointment of Additional Director:

Mr. Devjibhai P. Makwana (DIN: 00359412) as an Additional Director as on the Board w.e.f 7th August, 2017. Director will hold the office upto the next AGM

Further, sub-section (13) of Section 149, provides that the provisions of retirement by rotation as defined in sub-sections (6) and (7) of Section 152 of the Companies Act, 2013 shall apply to Additional Director. Hence, he will be held liable to retire by rotation at the AGM.

Appointment of Independent Directors:

Mr. Dinesh Manilal Patel (DIN: 07931168) and Mr.Ravi B. Adhiya (DIN: 07931175) as an Additional Independent Directors on the Board w.e.f 27th September, 2017 Both the Independent Directors will hold the office for three years upto the 21st Annual General Meeting.

Further, sub-section (13) of Section 149, provides that the provisions of retirement by rotation as defined in sub-sections (6) and (7) of Section 152 of the Companies Act, 2013 shall not apply to such Independent Directors. Hence, none of the Independent Directors retire at the AGM.

Appointment of Women Director:

As per proviso to Section 149(1) of the Companies Act, 2013 read with Rule 3 of The Companies Appointment and Qualification of directors) Rules, 2014 and in Clause 49 of the Listing Agreement, every listed Company is required to appoint a Women Director. Mrs. Divya H. Mehta (DIN: 07951990) was appointed as a Women Director on the board w.e.f. 27th September, 2017. In accordance with Section 161 of the Act, Mrs. Divya H. Mehta (DIN: 07951990) holds office up to the date of the 21st AGM of the Company. She is non executive Director hence she is not liable to retire by rotation.

Appointment of Company Secretary (KMP):

Further, Ms. Kruti Shah has been appointed as a Company Secretary and Compliance Officer of the Company with effect from 27th September, 2017.

Appointment of Chairman, Managing Director and Chief Financial Officer (KMPs):

Mr. Sunil Makwna (DIN: 00245683) has been appointed as Chairman & Managing Director of the Company w.e.f. 10th October, 2017 for a period of five years i.e., from 10th October, 2017 as per provisions of the Companies Act, 2013. He is devoting his full time for proper working and betterment of the Company and associated with the Company since 2008

DECLARATION OF INDEPENDENT DIRECTORS:

The Independent Directors have submitted their disclosures to the Board that they fulfill all the requirements as stipulated in Section 149(6) of the Companies Act, 2013 so as to qualify themselves to be appointed as Independent Directors under the provisions of the Companies Act, 2013 and the relevant rules.

14. DIRECTORS RESPONSIBILITY STATEMENT:

In accordance with the provisions of Section 134(5) of the Companies Act, 2013 the Board hereby submits its responsibility Statement:—

a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

b) the directors had 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 and loss of the Company for that period;

c) the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) the directors had prepared the annual accounts on a going concern basis; and

e) the directors, had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively.

f) the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

15. ANNUAL RETURN:

The extracts of Annual Return pursuant to the provisions of Section 92 read with Rule 12 of the Companies (Management and administration) Rules, 2014 is furnished in ANNEXURE III and the same is enclosed to this Report.

16. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES:

The Company does not have any Subsidiary, Joint venture or Associate Company.

17. DEPOSITS

The Company has neither accepted nor renewed any deposits during the year under review.

18. AUDITORS & AUDITORS' REPORT:

Statutory Auditor:

The Statutory Auditors M/s. S. Vora & Associates, Chartered Accountants, had expressed their inability to continue as Auditors of the Company and hence tendered their resignation on 1st November, 2017. Accordingly, the Board had approached M/s. Nirav Patel & Co, Chartered Accountants to fill up the casual vacancy caused by resignation of M/s. S. Vora & Associates, Chartered Accountants. M/s. Nirav Patel & Co, Chartered Accountants (FRN: 134617W) signified their willingness to be appointed and declared their eligibility to be appointed as a Statutory Auditor of the Company. Hence, the Board of Directors, vide its resolution passed on 03rd November, 2017 had appointed M/s. Nirav Patel & Co, Chartered Accountants as Statutory Auditors of the Company to fill up the casual vacancy.

As per provisions of section 139(8) of the Companies Act, 2013 the appointment of Statutory Auditors to fill up the casual vacancy caused by resignation of existing auditors, needs to be approved and ratified by the members of the Company at a general meeting convened within a period of three months from the date of his appointment. Hence, appointment of M/s. Nirav Patel & Co, Chartered Accountants, as a statutory auditor to fill up the casual vacancy caused by resignation of M/s. Nirav Patel & Co., Chartered Accountants, has been ratified in the Extra Ordinary General meeting dated 29th November, 2017.

Statutory Auditors' Report:

The observation made in the Auditors' Report read together with relevant notes thereon are self explanatory and hence, do not call for any further comments under Section 134 of the Companies Act, 2013.

There is no qualification, reservations or adverse remarks made by the Auditors. Secretarial Audit

As per section 204 of the Companies Act 2013 your company do not have applicability of Secretarial Audit for the Financial Year 2017-18

Internal Auditor:

As per section 138 of the Companies Act 2013 your company do not have applicability of Internal Audit for the Financial Year 2017-18

19. INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY:

The Company has adequate system of internal control to safeguard and protect from loss, unauthorized use or disposition of its assets. All the transactions are properly authorized, recorded and reported to the Management. The Company is following all the applicable Accounting Standards for properly maintaining the books of accounts and reporting financial statements. The internal auditor of the Company checks and verifies the internal control and monitors them in accordance with policy adopted by the Company.

The Company continues to ensure proper and adequate systems and procedures commensurate with its size and nature of its business.

20. SHARES:

Buy-back of Securities:

The Company has not bought back any of its securities during the year under review. Sweat Equity:

The Company has not issued any Sweat Equity Shares during the year under review. Bonus Shares:

The Board and Members have approved resolution for allotment of bonus shares in the ratio of 1:1 to the shareholders as on 10th October, 2017

The company has allotted shares to the member's on 27th October, 2017 Employees Stock Option Plan:

The Company has not provided any Stock Option Scheme to the employees.

21. PARTICULARS OF EMPLOYEES:

None of the employee has received remuneration exceeding the limit as stated in Section 197 of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

22. COST AUDIT

Pursuant to Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Amendment Rule, the activity of your Company does not fall under any sectors as specified under Rule 3 of Companies (Cost Records and Audit) Rules, 2014 and hence, maintenance of cost records as well as the cost audit, as the case may be has not been applicable to the Company for the Financial Year 2017-18.

23. HUMAN RESOURCES:

During the period under review, the personal and industrial relations with the employees remained cordial in all respects. The management has always carried out systematic appraisal of performance and imparted training at periodic intervals. The Company recognizes talent and has judiciously followed the principle of rewarding performance.

24. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

The Company has zero tolerance for sexual harassment at its workplace. The Company has adopted an Anti-harassment Policy in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. Internal Complaint Committee are set up to redress complaints received regularly and are monitored by women line supervisors who directly report to the Chairman & Managing Director. All female employees are covered under the policy. There was no complaint received from any employee during the financial year 2017-18 and hence, no complaint is outstanding as on March 31, 2018 for redressal.

25. MATERIAL CHANGES

There was no material changes and commitments affecting the financial position of the Company occurred between the end of the financial year to which this financial statements relate on the date of report.

26. DETAILS OF SIGNIFICANT MATERIAL ORDERS PASSED BY THE REGULATORS OR COURT OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE

There were no material orders passed by the regulators or court or tribunals impacting the going concern status and company's operations in future

27. MANAGEMENT DISCUSSION AND ANALYSIS:

The Management Discussion and Analysis Report is appended as ANNEXURE IV to this Report. 28. ACKNOWLEDGEMENTS

Your Directors place on record their sincere thanks to bankers, business associates, consultants and various Government Authorities for their continued support extended to your Companies activities during the year under review. Your Directors also acknowledge gratefully the shareholders for their support and confidence reposed in the Company Management Team.

ANNEXURE III

Form No. MGT-9

EXTRACT OF ANNUAL RETURN AS ON THE FINANCIAL YEAR ENDED ON 31/03/2017

[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:

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:-

PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES

I. Category-wise Share Holding

III. SHARE HOLDING PATTERN (Equity Share Capital Breakup as percentage of Total Equity)

C. Remuneration to Key Manaaerial Personnel Other Than MD /Manaaer/WTD

VIII. PENALTIES / PUNISHMENT/ COMPOUNDING OF OFFENCES: