National Plywood Industries Ltd.
|BSE: 516062||Sector: Others|
|NSE: N.A.||ISIN Code: INE497C01016|
|BSE 05:30 | 01 Jan||Stock Is Not Traded.|
|NSE 05:30 | 01 Jan||Stock Is Not Traded.|
National Plywood Industries Ltd. (NATLPLYWOOD) - Director Report
Company director report
Your Directors have pleasure in presenting the 42nd Annual Report and theAudited Accounts for the financial year ending on 31st March 2017.
STATE OF COMPANY'S AFFAIRS
During the year under review the Company has achieved a gross turnover of Rs. 4378.29Lakhs as against Rs. 5277.16 Lakhs marking a decrease in the turnover by 17.03 %from the preceding year. The decline in turnover during the year was after the slowdown inthe construction and building industries post demonetization by Central Government in year2016. Since the economy is slowly picking up again the Company is taking necessary stepsto further increase the turnover and margins during the current Financial year. TheMargherita Unit of the Company has contributed substantially to the increase in theturnover of the Company.
The Company has received all the No Dues Certificate from the Banks and the Title deedsof the Company's units at Hosur and Margherita have been also released on 10thMay 2017. Consequently there is no secured debt outstanding on the Company as on date. Asa result the Company is making efforts to arrange working capital to utilize the sparecapacity and production resources optimally as there is a potential demand for theCompany's products due to its quality and brand name.
The BIFR and SICA has been repealed from 1st December 2016. Your Company isalso entering into an exclusive marketing arrangement for the sale of its Laminates allover the country. Barring unforeseen circumstances it is assumed that the Company will dobetter in the coming year.
Industrial relations remained cordial and harmonious during financial year ended 31stMarch 2017. CHANGES IN THE NATURE OF BUSINESS IF ANY
There has been no Change in the nature of the business of the Company.
Due to nominal profit available for appropriation your Directors are unable torecommend any
dividend for the year under review.
AMOUNT TRANSFERRED TO INVESTOR EDUCATION & PROTECTION FUND
The provisions of Section 125 of the Companies Act 2013 is not applicable for theCompany as there was no dividend declared and paid in the last financial year.
The Company has not accepted any deposits from public during the year and as suchthere is no outstanding deposit in terms of Companies (Acceptance of Deposits) Rules2014.
PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS
During the year under review your Company has not made any loan or given anyguarantee or provided any security and/or made investments and thus the compliance ofSection 186 of the Companies Act 2013 is not applicable.
SUBSIDIARIES JOINT VENTURES & ASSOCIATE COMPANIES
Your Company has no Subsidiaries Joint Ventures & Associate Companies.
The Company's shares are available for dematerialization with National SecuritiesDepository Ltd.(NSDL) and Central Depository Services (I) Ltd.(CDSL). 70.60% of the totalshareholding of the Company was held in demateriaiized form as on 31st March2017.
Ms. Malvika Periwal DIN: 02927105 retires by rotation at the ensuing Annual GeneralMeeting and being eligible offer herself for reappointment.
Sri Pradeep Bharat Shethia DIN: 06369292 was appointed as Independent Director of theCompany with effect from 31.01.2017 as per Companies Act 2013 by the Board. Necessaryresolutionregarding his appointment has been incorporated in the Notice convening the 42Annual GeneralMeeting.
The Company has re-appointed Sri Piyush Periwal DIN: 00698796 as Chairman &.Managing Director at a revised remuneration with effect from 01.08.2017 as per therecommendation of Nomination and Remuneration Committee for a further period of 5 years.Necessary resolution regarding his appointment has been incorporated in the Noticeconvening the 42nd Annual General Meeting.
The profile of the Director to be re-appointed has been given in the notice of the 42ndAnnual General Meeting (AGM). The Board recommends for passing of the above Resolutionseeking your approval on this item along with the terms and conditions as included in theNotice convening the Annual General Meeting.
During the year under review five Board Meetings were convened and held. The Detailsof which are given in the Corporate Governance Report. The provisions of the CompaniesAct 2013 and SEBI Regulations were adhered to while considering the time gap between twomeetings.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
The Management Discussion and Analysis Report as required under the Listing Regulationsforms part of this report and annexed to this Report as "Annexure-1".
PARTICULARS OF EMPLOYEES & KMP
During the Financial Year 2016-17 the following were the Key Managerial Personnel ofthe Company as per the provisions of the Companies Act 2013:
i) Piyush Periwal - Vice-Chairman & Managing Director
ii) Nani Gopal Paul - Whole-time Director
iii) Shruti Bothra - Company Secretary
Disclosures pertaining to remuneration and other details as required under Section197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 are annexed to this Report as Annexure-2.
The Board has appointed Sri Nani Gopal Paul as Whole -time Director (w.e.f. 30.05.2016)of the Company during the financial year ended 31st March 2017. However theBoard is looking for suitable candidates for appointment of Chief Executive Officer andChief Financial Officer as the key managerial personnel of the Company.
EXTRACT OF ANNUAL RETURN
The details forming part of the extract of the Annual Return in Form MGT-9 are providedin
Annexure 3 of the report.
The Company has formulated a policy on director's selection and appointment payment of remuneration directors qualifications positive attributes independence of directorsselection
and appraisal of performance of Key Managerial Personnel and Senior Management andtheir remuneration and other related matters as applicable under Section 178(3) of theCompanies Act 2013. The Company's Criteria for payment of remuneration to the NonExecutive directors and Familiarization Programme undertaken for Independent Directors areavailable on the Company's website www.sardaplywood.inand the Remuneration Policy is separately attached herewith as "Annexure-4".
The Company has in place the SEBI guidelines pertaining to Corporate Governance.
The Corporate Governance Report giving the details as required under SEBI Regulationsis given separately enclosed as a part of this Annual Report herewith as"Annexure-5".
The Corporate Governance Certificate for the year ended 31st March 2017duly certified by M/s Jhunjhunwala & Co Chartered Accountants the Statutory Auditorsof the Company confirming the compliance of the conditions of Corporate Governance isattached herewith as "Annexure-6".
Shri Piyush Periwal the Vice-Chairman & Managing Director has given hiscertificate under SEBI Regulations regarding compliance with the Code of Conduct of theCompany for the year ended 31st March 2017 which is attached herewith as"Annexure-7".
Certificate pursuant to Regulation 17(8) of the SEBI ( Listing Obligations andDisclosure Requirements) Regulations 2015 is attached herewith as"Annexure-8".
DECLARATION BY INDEPENDENT DIRECTORS
Your Company had received declarations from all the Independent Directors of theCompany confirming that they meet with the criteria of independence as prescribed bothunder sub-section (6) of Section 149 of the Companies Act 2013 and under provisions ofthe Listing Regulations.
Independent Directors are familiarized with their roles rights and responsibilities aswell as with the nature of industry and business model through induction program at thetime of their appointment as Directors and through presentations on economy & industryoverview key regulatory developments strategy and performance which are made to theDirectors from time to time. The terms & conditions of appointment of IndependentDirectors can be accessed at
DIRECTORS' RESPONSIBILITY STATEMENT
On the basis of Compliance certificates received from the executives of the Company& subject to the disclosures in the annual accounts & also on the basis of thediscussions with the Statutory Auditors of the Company from time to time your Directorsmake the following statements pursuant to Section 134(3)( c) of the Companies Act 2013with respect to Director's Responsibility
a) that in the preparation of the annual accounts for the year ended 31st March 2017the
applicable accounting standards have been followed along with proper explanationrelating to material departures if any;
b) that such accounting policies have been selected and applied consistently andjudgment and estimates have been made that are reasonable and prudent so as to give a trueand fair view of the state of affairs of the Company as at 31st March 2017 andof 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 adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities;
d) that the annual financial statements have been prepared on a going concern basis;
e) that proper internal financial controls were in place and that the financialcontrols were adequate and were operating effectively;
f) that proper systems to ensure compliance with the provisions of all applicable lawswere in place and were adequate and operating effectively.
In compliance with the Companies Act 2013 and Regulation 17 of Listing Regulationsthe Board adopted a formal mechanism for evaluating its performance and as well as that ofits Committees and individual Directors including the Chairman of the Board. The exercisewas carried out through a structured evaluation process covering various aspects of theBoard functioning such as
composition of the Board & Committees experience & competencies performanceof specific duties & obligations contribution at the meetings and otherwiseindependent judgment
governance issues etc.
The evaluation'criteria of the Company can be accessed at www.nationalplvwood.net. NOMINATION AND REMUNERATION POLICY
The Board on the recommendation of the Nomination & Remuneration Committee hasframed a policy for selection and appointment of Directors Senior Management and theirremuneration. The remuneration paid to the Directors and the Senior Management is as perthe Managerial Remuneration Policy of the Company. Brief details of the ManagerialRemuneration Policy are provided in the Corporate Governance Report.
The Nomination & Remuneration Policy of the Company can be accessed at
INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY
The Company has adequate internal control systems and procedures designed toeffectively control the operations at its various functions. The internal control systemsare designed to ensure that the financial and other records are reliable for thepreparation of financial statements and for maintaining assets.
Based on the deliberations with Statutory Auditors to ascertain their views on thefinancial statements including the Financial Reporting System and Compliance to AccountingPolicies & Procedures the Audit Committee was satisfied with the adequacy andeffectiveness of the Internal Control and Systems followed by the Company.
The Company has laid down a well defined Risk Management Policy to identify the risksassociated with the business of the Company on a periodical basis and review theminimization programs to mitigate them. More details are given in the ManagementDiscussions and Analysis report in the
The Risk Management Policy of the Company can be accessed at www.nationalplvwood.net. CORPORATE SOCIAL RESPONSIBILITY (CSR)
In terms of Section 135 and Schedule - VII of the Companies Act 2013 the CorporateSocial Responsibility (CSR) is not applicable to the Company.
The Company has entered into new Listing Agreement with BSE Ltd. in compliance withSEBI (Listing Obligations and Disclosure Requirements) Regulations 2015. Annual ListingFees for the Financial Year 2017-18 to the Bombay Stock Exchange Ltd has been paid.Efforts are being made for early revocation of suspension for which compliances have beendone as per the requirement of Bombay Stock Exchange Ltd.
OBLIGATION OF COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTIONPROHIBITION & REDRESSAL ) ACT 2013
As per the provisions of the Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013 every company is required to set up an InternalComplaints Committee to look into complaints relating to sexual harassment at work placeof any women employee.
The Company has adopted a policy for prevention of Sexual Harassment of Women atWorkplace .During the financial year ended 31st March 2017 the Company hadnot received any complaint of harassment.
The Prevention of Sexual Harassment Policy of the Company can be accessed at
The paid up Equity Share Capital as on 31st March 2017 was Rs. 5.85 Crores.During the year under review the Company has neither issued any shares or any convertibleinstruments nor has bought back any of its securities.
RELATED PARTY TRANSACTIONS
All the related party transactions of the Company are reviewed by the Audit Committeeand presented to the Board on a quarterly basis. These transactions were at arm's lengthbasis and in the ordinary course of business and are in compliance with the provisions ofSection 188 of the Companies Act 2013 read with Companies (Meeting of Board and itsPowers) Rules 2014 and Listing Regulations. There were no materially significant relatedparty transactions entered into by the Company. Hence Form AOC-2 under these rules is notapplicable to the Company. Moreover the disclosures relating to related parties areexplained in Note 25 in the Notes to Accounts attached to the Balance Sheet.
VIGIL MECHANISM/WHISTLE BLOWER POLICY
The Company has adopted a whistle blower policy and has established the necessary vigilmechanism for employees and directors to report concerns about unethical behavior. Noperson has been denied access to the Chairman of the Audit Committee. During the Financialyear ended 31st March 2017 under review there were no cases pertaining towhistle blower policy.
The said policy of the Company can be accessed at
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALSIMPACTING THE GOING CONCERN STATUS OF THE COMPANY
There are no significant and material orders passed by the Regulators or Courts orTribunals which would impact the going concern status and the Company's futureoperations.
In terms of the provisions of Section 139 of the Companies Act 2013 M/s. Jhunjhunwala& Co. Chartered Accountants Kolkata (Firm Registration No. 302169E) werere-appointed as Statutory Auditors of the Company to hold office for a period of fouryears effective from the conclusion of Annual General Meeting of the Company held on 29thSeptember 2015 subject to ratification by the members at every Annual General Meeting.They have confirmed their eligibility to the effect
that their re-appointment if made would be within the prescribed limits under the Actand that they are not disqualified for re-appointment.
The notes on financial statement referred to in the Auditors' Report areself-explanatory and hence do not require any further comments. There is no auditqualification for the year under review.
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 hasreappointed M/S. Maheshwari R & Associates (Membership No. 5126) Company Secretariesin Practice to undertake the secretarial audit of the Company. Secretarial Audit Reportfor the year 2017-18 given by M/S. Maheshwari R & Associates in the prescribed FormMR-3 is annexed to this Report as "Annexure-9".
MATERIAL CHANGES AND COMMITMENTS IF ANY AFFECTING THE FINANCIAL POSITION OF THECOMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICHTHE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT
No material changes and commitments affecting the financial position of the Companyhave occurred between the end of the financial year to which the financial statementsrelate and the date of the Report.
ENERGY CONSERVATION TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
The information pertaining to Conservation of Energy Technology Absorption and ForeignExchange Earnings and Outgo as required under Section 134(3)(m) of the Companies Act 2013read with Rule 8(3) of the Companies (Accounts) Rules 2014 is furnished in"Annexure-10" attached herewith.
Your Directors take this opportunity to place on record their sincere appreciation forthe support and co-operation received from the financial institutions banks dealerssuppliers customers shareholders various government authorities and other businessassociates of the Company. Your Directors also place on record their appreciation for thededication and commitment of all employees in achieving and sustaining excellence in allareas of the business.
For and on behalf of the Board of Director
NATIONAL PLYWOOD INDUSTRIES LIMITED