Your Directors present their 60fll Annual Report together with the AuditedAccounts for the year ended 31st March 2017.
FINANCIAL RESULTS (' in Lakhs)
| || |
|Particulars ||As on 31.03.2017 ||As on 31.03.2016 ||As on 31.03.2017 ||As on 31.03.2016 |
|Turnover ||20747.48 ||18238.13 ||20747.48 ||18238.13 |
|Profit before finance charges Tax Depreciation/ Amortization (PBITDA) ||312.84 ||3.62 ||312.84 ||3.62 |
|Less: Finance Charges ||707.59 ||675.19 ||707.59 ||675.19 |
|Profit before Depreciation/ Amortization (PBTDA) ||(394.75) ||(671.57) ||(394.75) ||(671.57) |
|Less: Depreciation ||180.27 ||174.34 ||180.27 ||174.34 |
|Profit before Tax and Exceptional Items ||(575.02) ||(845.91) ||(575.02) ||(845.91) |
|Add: Exceptional Item (Profit on Sale of Property) ||371.57 ||- ||371.57 ||- |
|Net profit before taxation (PBT) ||(203.45) ||(845.91) ||(203.45) ||(845.91) |
|Provision for taxation ||- ||(272.30) ||- ||(272.30) |
|Share of profit of Associate ||- ||- ||5.51 ||4.95 |
|Profit/ (Loss) after Taxation (PAT) ||(203.45) ||(573.61) ||(197.94) ||(568.65) |
|Provision for proposed dividend ||- ||- ||- ||- |
|Dividend tax ||- ||- ||- ||- |
|Transfer to General Reserve ||- ||- ||- ||- |
STATE OF COMPANY'S AFFAIRS
During the year under review the Company has achieved a net turnover of ' 207.47Crores as against ' 182.38 Crores in the preceding financial year an increase of 13.76%.The company has incurred a net loss ofRs 2.03 Crores as against a net loss of ' 5.74Crores in the preceding year.
Plywood Segment revenue increased from ' 158.38 Crores to ' 184.43 Crores i.e. anincrease of 16.44%. The Company has earned Segment profit before tax and interest ofRs1.27 Crores as against profit ofRs 0.47 Crores in the preceding financial year.
Tea Segment revenue during the year was ' 23.04 crores as against ' 23.98 Crores in thepreceding financial year representing a decline of 3.89%. The Company has earned Segmentprofit before tax and interest ofRs 0.33 Crores as against ' 1.03 Crores loss in thepreceding financial year.
CHANGES IN THE NATURE OF BUSINESS IF ANY
There was no change in the nature of the business of the Company during the year.
In absence of profit the Directors regret their inability to recommend any dividendfor the year ended 31st March 2017. RESERVES
Due to inadequacy of profit no general reserve is created for the year ended 31stMarch 2017.
The paid up Equity Share Capital as on 31st March 2017 was ' 4.52 Crores.During the year under review the Company has neither issued any shares or any convertibleinstruments nor has bought back any of its securities.
The total borrowings stood at ' 5611.89 Lakhs as at 31st March 2017 asagainst ' 5302.43 Lakhs as on 31st March 2016 i.e. increase of ' 309.46Lakhs.
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.
CORPORATE SOCIAL RESPONSIBILITY
The provisions of Section 135 of the Companies Act 2013 regarding Corporate SocialResponsibility are not attracted to the Company. However the Company has been over theyears pursuing as part of its corporate philosophy an unwritten CSR policy voluntarily.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
As required under Regulation 34(2) of the Securities and Exchange Board of India(Listing Obligations and Disclosure Requirements) Regulations 2015 (hereinafter referredas "SEBI Regulations") the Management Discussion and Analysis Report isattached herewith as "Annexure-1".
DIRECTORS AND KEY MANAGERIAL PERSONNEL Retirement by Rotation
In accordance with the provisions of Section 152(6) and other applicable provisions ofthe Companies Act 2013 Shri Sudeep Chitlangia (DIN: 00093908) Managing Director of theCompany retires by rotation at the ensuing Annual General Meeting and being eligibleoffered himself for re-appointment.
Appointment/Re-appointment of Directors
Pursuant to the provisions of Sections 196 197 203 and any other applicableprovisions if any of the Companies Act 2013 and the Rules made thereunder (includingany statutory modification(s) or re-enactment thereof for the time being in force) readwith Schedule V of the Companies Act 2013 and subject to the approval of Members ShriSudeep Chitlangia (DIN 00093908) whose term was expiring on 31st March 2017have been re-appointed as Managing Director of the company liable to retire by rotationby the board in its meeting held on 7fll February 2017 for a period of 3(three) years with effect from 1st April 2017 till 31st March2020.
DECLARATION BY INDEPENDENT DIRECTORS
All Independent Directors have given the declaration that they meet the criteria ofindependence as laid down under Section 149(6) ofthe Companies Act 2013 and SEBIRegulations.
During the year under review five Board Meetings were convened and held. The detailsof which are given in Corporate Governance Report forming part of this Report. Theprovisions of the Companies Act 2013 and SEBI Regulations were adhered to whileconsidering the time gap between two meetings.
ANNUAL EVALUATION OF BOARD ITS COMMITTEES AND INDIVIDUAL DIRECTORS
Pursuant to the provisions of the Companies Act 2013 and the SEBI Regulations theBoard has carried out the annual performance evaluation of its own performance itscommittees and individual directors on the basis of agreed norms of evaluation.
The manner in which the evaluation has been carried out is explained in the CorporateGovernance Report.
The informations required pursuant to Section 197 read with Rule 5 of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 in respect ofmanagerial personnel and employees of the company are attached herewith as"Annexure-2".
The composition and terms of reference of the Audit Committee have been furnished inthe Corporate Governance Report forming a part of this Report. There has been no instancewhere the Board has not accepted the recommendations of the Audit Committee.
SUBSIDIARIES JOINT VENTURES & ASSOCIATE COMPANIES
The Company is having one associate Company namely M/s P. S. Plywood Products PrivateLimited at the end ofthe year 31st March 2017. A Statement containing salientfeatures ofthe financial statements ofthe Company's associate is furnished in Form AOC-1and enclosed herewith as "Annexure-3".
CONSOLIDATED FINANCIAL STATEMENTS
In accordance with Section 129(3) of the Companies Act 2013 the Company has prepareda consolidated financial statement of the Company and its associate company as a part ofthe Annual Report.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTY
All related party transactions that were entered into during the financial year underreview were at arm's length basis and were in the ordinary course of business. There areno materially significant related party transactions made by the Company with PromotersDirectors Key Managerial Personnel or other designated persons which may have a potentialconflict with the interest of the Company at large. Accordingly there are no transactionsto be reported in Form AOC-2. Therefore a nil report is attached herewith as"Annexure-4".
All related party transactions are placed before the Audit Committee and the Board forapproval. The detail of the policy on Related Party Transactions as approved by the Boardof Directors and Audit Committee is available on the Company's website
VIGIL MECHANISM/ WHISTLE BLOWER POLICY
The Company has a whistle blower policy to report genuine concerns or grievances. Thewhistle blower policy is available on the website of the Company viz. www.sardaplywood.in.
PARTUCULARS OF LOANS GUARANTEES OR INVESTMENTS
The Company has not given any guarantees or given new loans or made any new investmentsduring the year under review. Details of the existing loans and investments made by theCompany are given in the notes to the financial statements.
NOMINATION & REMUNERATION COMMITTEE
The composition and terms of reference of the Nomination and Remuneration Committeehave been furnished in the Corporate Governance Report forming a part of this Report.
The Company has formulated a policy on Director's selection and appointment payment ofremuneration Directors qualifications positive attributes independence of Directorsselection and appraisal of performance of Key Managerial Personnel and Senior Managementand their 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.in and the Remuneration Policy isseparately attached herewith as "Annexure-5".
STAKEHOLDERS RELATIONSHIP COMMITTEE
The composition and terms of reference of the Stakeholders Relationship Committee havebeen furnished in the Corporate Governance Report forming a part of this Report.
RISK MANAGEMENT POLICY
Risk management is embedded in your Company's operating framework. Your Companybelieves that managing risks helps in minimizing returns. The Company's approach toaddressing business risk is comprehensive and includes periodic review of such risks and aframework for mitigating controls and reporting mechanism of such risks. The riskmanagement framework is reviewed periodically by the Board and Audit Committee.
The detail of the policy as approved by the Board of Directors is available on theCompany's website www.sardaplywood.in . INTERNAL FINANCIAL CONTROL
Your company has an effective internal financial control and risk mitigation systemwhich are constantly assessed and upgraded. The Company's internal financial controlsystem is commensurate with its size scale and complexities of its operations. During theyear under review such controls were tested and no reportable material weakness in thedesign or operations was observed.
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to the requirement under Section 134(3)(c) of the Companies Act 2013 withrespect to Directors' Responsibility Statement it is hereby confirmed:
(i) That in the preparation of the accounts for the year ended 31st March2017 the applicable accounting standards have been followed along with proper explanationrelating to material departures if any;
(ii) That the Directors have selected such accounting policies and applied themconsistently and made judgments and estimates that were reasonable and prudent so as togive a true and fair view of the state of affairs of the Company as at 31stMarch 2017 and of the profit/loss of the Company for the year on that date;
(iii) That the Directors have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of the Companies Act 2013for safeguarding the assets of the Company and for preventing and detecting fraud andother irregularities;
(iv) That the Directors have prepared the accounts for the year ended 31stMarch 2017 on a going concern' basis.
(v) That the Directors have laid down internal financial controls to be followed by theCompany and such internal financial controls are adequate and are operating effectively.
(vi) That the Directors have incorporated proper systems to ensure compliance with theprovisions of all applicable laws was in place and were adequate and operatingeffectively.
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 as "Annexure-6".
The Corporate Governance Certificate for the year ended 31st March 2017issued by Mr. Rakesh Kumar Singh partner of Messers G. P. Agrawal & Co. CharteredAccountants Statutory Auditor of the Company is also attached herewith as"Annexure-7".
Shri Sudeep Chitlangia the Managing Director has given his certificate under SEBIRegulations regarding compliance with the Code of Conduct of the Company for the yearended 31st March 2017 which is attached herewith as "Annexure-8".Certificate Pursuant to Regulation 17(8) of the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 is attached herewith as "Annexure-9".
Pursuant to the provisions of Section 139 of the Companies Act 2013 and Rules madethereunder the term of office of Messrs G.P. Agrawal & Co. (FRN No. 302082E) asStatutory Auditors of the Company will conclude from the close of ensuing Annual GeneralMeeting of the Company. The Board of Directors places on record its appreciation to theservices rendered by Messrs G.P. Agrawal & Co. as the Statutory Auditors of theCompany.
Subject to the approval of the Members the Board of Directors of the Company hasrecommended the appointment of Messrs S. K. Agrawal & Co. Chartered Accountants (FRNNo. 306033E ) as the Statutory Auditors of the Company pursuant to Section 139 of theCompanies Act 2013 from the conclusion of ensuing Annual general Meeting till theconclusion of 65fll Annual General Meeting of the Company. Accordingly theBoard recommends the resolution in relation to appointment of Statutory Auditors for theapproval by the shareholders of the Company.
There is no audit qualification 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 hasappointed Messrs A. K. Labh & Co Company Secretaries to undertake the secretarialaudit of the Company. The Secretarial Auditor's Report is attached herewith as"Annexure-10" There are no qualifications or observations or remarks made by theAuditors in their Report.
INVESTOR EDUCATION & PROTECTION FUND
The provisions of Section 125(2) of the Companies Act 2013 is not applicable for theCompany as no dividend was declared in the last financial year.
STOCK EXCHANGE LISTING
The Equity Shares of the Company are listed at the Bombay Stock Exchange Limited. TheCompany has paid the listing fee to the Bombay Stock Exchange Limited for the year2017-2018.
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-11" attached herewith.
EXTRACT OF ANNUAL RETURN
The details as required under Section 92(3) of the Companies Act 2013 read with Rule -12 of the companies (Management and Administration) Rules 2014 is furnished in Form No.MGT-9 and enclosed herewith as "Annexure-12".
AMALGAMATION OF P S PLYWOOD PRODUCTS PVT. LTD. WITH THE COMPANY
The Company in its Board meeting held on 16a September 2016 has approvedthe Scheme of amalgamation to merge P S Plywood Products Pvt. Ltd. with the Company. TheCompany applied for in-principal approval from the Bombay Stock Exchange (BSE) inSeptember 2016 and the Stock Exchange has intimated that they had no objection withrespect to said merger vide their letter dated 30th December 2016. Thedetailed application along with the copy of the no objection certificate received from theBombay Stock Exchange is available on the Company's website www.sardaplywood.in .Subsequently an application has been filed with the National Company Law Tribunal (NCLT)pursuant to the provisions of the Companies Act 2013 for obtaining necessary approvals.
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 change and commitment affecting the financial position of the Company haveoccurred between the end of the financial year to which the financial statements relateand the date of the Report.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS
There are no significant material orders passed by the Regulators/Courts which wouldimpact the going concern status of the Company and its future operations.
DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITION &REDRESSAL) ACT 2013
As required by the Sexual Harassment of Women at Workplace (Prevention Prohibition& Redressal) Act 2013 the Company has formulated and implemented a policy onprevention of sexual harassment at the workplace. During the year under review nocomplaint was reported to the Board.
The Company's factory at Rajkot Gujarat has been certified ISO 14001:2004 forEnvironmental Management Systems Standards. ACKNOWLEDGEMENT
Your Directors take this opportunity to place on record their sincere appreciation toits dealers agents suppliers investors and bankers for their continued supportco-operation and their valuable guidance to the Company and for their trust reposed in theCompany's management. The Directors also commend the continuing commitment and dedicationof the employees at all levels and the Directors look forward to their continued supportin future.
| ||For and on behalf of the Board |
| ||SUJIT CHAKRAVORTI |
| ||Director |
| ||(DIN:00066344) |
| ||SUDEEP CHITLANGIA |
|Place : Kolkata ||Managing Director |
|Date : H11 August 2017 ||(DIN:00093908) |