Your Directors are pleased to present the 20th Annual Report and the Company's auditedaccounts for the financial year ended 31st March 2016.
The highlights of the financial results of the company for the year ended 31st March2016 is summarised below.
Rs. in Lakhs
|PARTICULARS ||FOR THE YEAR ENDED 31.03.2016 ||FOR THE YEAR ENDED 31.03.2015 |
|Gross Turnover ||15096.17 ||12710.07 |
|Less: Excise Duty & Sales Tax ||152745 ||1973.53 |
|Net Turn Over ||13568.72 ||10736.54 |
|Add: Other income ||16.57 ||11.25 |
|Total Revenue ||13585.29 ||10747.79 |
|Operating Profit ||1640.94 ||1148.95 |
|Less-Finance Cost ||804.00 ||920.38 |
|Profit/(Loss) before Depreciation & Tax ||836.94 ||228.57 |
|Less: Depreciation & Amortization expenses ||165.95 ||182.75 |
|Profit/(Loss) before Extra-Ordinary items & Taxation ||670.99 ||45.82 |
|Less: Extraordinary items ||106.93 ||- |
|Less: Provision for Taxation || || |
|Current Tax ||3.00 ||- |
|Deferred Tax ||181.86 ||6.95 |
|Profit/(Loss) after Tax ||379.20 ||38.87 |
|Balance brought forward ||(917.71) ||(956.58) |
|Provision for Dividend and Dividend tax ||- ||- |
|Transfer from General Reserve ||- ||- |
|Balance carried forward to next year ||(538.51) ||(917.71) |
The Net Sales during the year under review is increased by 26.37% from Rs.10736.54lakhs to Rs. 13568.72 lakhs. The Profit before Tax (PBT) is increased by 1131.03 % fromRs. 45.82 lakhs to Rs. 564.06 lakhs. The Profit after Tax (PAT) is increased by 875.56 %from Rs. 38.87 lakhs to Rs. 379.20 lakhs.
Keeping in view of the accumulated losses your Directors regret their inability todeclare any dividend.
TRANSFER TO RESEVE:
Since there has been an accumulated loss nothing has been transferred to GeneralReserve.
DIRECTORS' RESPONSIBILITY STATEMENT
In compliance with section 134(3) (c) of the Companies Act 2013 your Directorsconfirm:
a. That in the preparation of Annual Accounts the applicable accounting standards havebeen followed and that no material departures have been made from the same.
b. That they have selected such accounting policies and applied them consistently andmade judgments and estimates that are reasonable and prudent so as to give a true and fairview of the state of affairs of the company at the end of the financial year and theprofit or loss of the company for that period.
c. That they have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of your company and for preventing and detecting fraud and otherirregularities;
d. That they have prepared the annual accounts on a going concern basis.
e. That proper internal financial control were in place that the financial controlswere adequate and were operating effectively that systems to ensure compliance with theprovisions of all applicable laws.
The authorized share capital and paid up Share Capital as on 31.03.2016 was Rs.20 0000000/- and Rs. 19 98 17430/- respectively. During the year under review the Companyhas increased its paid up share capital from Rs. 173137430/- to Rs. 199817430/-.
Further the company has also increased its authorized share capital from Rs.200000000/- to Rs. 250000000/- and its Paid Up capital from Rs. 199817430/- toRs. 209160120/- vide its shareholders resolution passed through postal ballot on02.05.2016.
During the year under review the Company has allotted 2668000 Equity Shares of Rs.10/- each with a premium of Rs. 90/- each as fully paid up to promoter and non- promoterson preferential basis in accordance with SEBI (Issue of Capital and DisclosureRequirements) Regulations 2009. The above said Equity Shares rank pari:passu with theexisting equity shares of the Company and are subject to lock-in-period.
Further on 17.05.2016 the company has also issued and allotted 934269 Equity Sharesof Rs. 10/- each with a premium of Rs. 146.57/- each as fully paid up to non- promoters onpreferential basis in accordance with SEBI (Issue of Capital and Disclosure Requirements)Regulations 2009. The above said Equity Shares rank pari:passu with the existing equityshares of the Company and are subject to lock-inperiod. The company had obtained approvalof shareholders through postal ballot notice dated 25.03.2016 to issue and allot subjectshares to the non-promoters under preferential basis in accordance with SEBI (Issue ofCapital and Disclosure Requirements) Regulations 2009
Your Company has given open offer to buy 26% shares from the shareholders of UV BoardsLtd. Process is waiting for SEBI approval.
FUTURE PLANS OF EXPANSION
Bearing in mind the burgeoning demand for products and marketing strength of "THEBRAND UNIPLY' as well as the positive economy ahead the Company is gearing itself to meetfuture demand growth. The Company is investing heavily on distribution networkautomation positioning of brand and its human resources. During the year under reviewcompany has identified and finalized the deal with M/s. Euro Decors Pvt Ltd. to buy theirplywood & Board manufacturing unit at Bachau Kutch Dist Gujarat with a CAPEX ofRs.42.00 cr. The company is expecting all statutory and legal formalities to complete soonand commercial production to start by Sept 2016. With this the company will be able toincrease its capacity three fold and will have advantages in catering to the markets innorth and western India. The Company is also keeping a close watch on developments ofmedium-density fiber board Laminates.
CORPORATE SOCIAL RESPONSIBILITY
Corporate Social Responsibility encompassing much more than social outreachcontinuous to be an integral part of the company's activity.
The Auditors M/s. C. Ramasamy & B. Srinivasan Chartered Accountants Chennaiappointment to be ratified at the ensuing Annual General Meeting and being eligible offerthemselves for reappointment. At the Annual General Meeting held on September 8 2014M/s. C. Ramasamy & B. Srinivasan Chartered Accountants were appointed as StatutoryAuditors of the company to hold office till the conclusion of 21st Annual General Meetingof the Company.
EXPLANATION ON QUALIFICATION MADE BY STATUTORY AUDITOR
As regards to the Auditor's observation in para vii of the Annexure to the AuditorsReport i.e. there is some delay by company in depositing undisputed statutory dues withrespective departments your directors wish to inform that Post takeover of the company inJune 2015 the management started the process of entering into fresh contracts withemployees contractors suppliers and customers. This one time process involved lot ofdocumentations from various parties including statutory authorities which in turnresulted some delay. However we confirm that the dues have been paid fully. Regardingdelay in Input Tax Reversal on Stock Transfer amounting to Rs.1173263/- your directorswish to inform that in earlier years the company has reversed excess credit on account ofthis and have applied to get refund of the same from the commercial tax department. Yourdirectors expect that the refund claim process shall be completed in the current year andaccordingly the subject Input Tax Reversal on Stock Transfer amounting to Rs.1173263/-shall be adjusted with the refund.
COST AUDIT/MAINTENANCE OF COST RECORDS
The company was not falling under criteria given for maintenance of Cost Record/CostAudit as per the Companies (Cost Records and Audit) Rules 2014. Hence costaudit/Maintenance of cost record was not conducted.
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 M/s. PK Panda & Co. Practicing Company Secretaries Chennai to undertakethe Secretarial Audit of the Company. The Report of the Secretarial Audit Report isannexed herewith as "Annexure A". The Secretarial Audit
Report does not contain any qualification reservation or adverse remark.
INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:
The Company has an Internal Control System commensurate with the size scale andcomplexity of its operations. The scope and authority of the Internal Audit function isdefined by the Audit Committee and delegated to Internal Auditor to maintain itsobjectivity and independence. The Internal Auditor reports to the Chairman of the AuditCommittee of the Board and to the Chairman & Managing Director.
The Internal Auditor monitors and evaluates the efficacy and adequacy of internalcontrol system in the Company its compliance with operating systems accountingprocedures and policies at all locations of the Company and promptly informed themanagement on the lacking as and when required.
The Cash and cash equivalent as at March 31 2016 stands at Rs.128.20 lakhs. TheCompany continues to focus on judicious management of its working capital receivablesinventories and other working capital parameters were kept under strict check throughcontinuous monitoring.
The Company has neither accepted nor renewed any Fixed Deposits from the public duringthe year under review.
PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS
Details of Loans Guarantees and Investments covered under the provisions of Section186 of the Companies Act 2013 are given in the notes to the Financial Statements.
During the period under review the board has re-appointed all the existing IndependentDirectors as per the Companies Act2013 and All Independent Directors have givendeclarations that they meet the criteria of independence as laid down under Section 149(6)of the Companies Act 2013 Listing Agreement and SEBI (LODR) 2015.
Mr. Manohar Ramabtar Jhunjhunwala has been appointed as an Additional Director in theBoard w.e f 09.02.2016 and on the same date appointed as Whole Time Director of thecompany for a period of three years at a Gross Remuneration of Rs.400000/- PM which issubject to the approval of the shareholders at this AGM.
Mr. Srinivasan Sethuraman was also appointed as an Additional Director of the companyin the category of Independent Director with effect from 13.11.2015 and his tenure isgoing to be end on the ensuing AGM.
The Board has appointed Ms. Reena Bathwal as woman Director and designated her asAdditional Directors of the Company in the category of Non-Executive Director with effectfrom 11.12.2015 and her tenure is going to be end on the ensuing AGM.
The Company has received notices from its Members of the company under section 260 ofThe Companies Act 2013 proposing their candidatures for the office of the Directors. TheBoard therefore recommends the appointment of Mr. Srinivasan Sethuraman as IndependentDirector not liable to retire by rotation Ms. Reena Bathwal as a director whose period ofoffice will be liable to retirement by rotation and Mr. Manohar Ramabtar Jhunjunwala asDirector in the ensuing Annual General meeting of the Company.
Mr. Ramakanta Panda & Mr. M S Shaine have resigned from the Directorship on02.03.2016. Mrs. K. Rajeswari has also resigned from Directorship on 08.12.2015.
KMP & CHANGES THEREIN:
|KMP during the year || |
|Managing Director ||Mr. Keshav Kantamneni |
|Whole Time Director ||Mr. Manohar Ramabtar Jhunjhunwala |
|Chief Financial Officer ||Mr. Raghuram Nath |
|Company Secretary ||Mr. Antaryami Sahoo |
CHANGES IN KMP
During the year under review Mr .Keshav Kantamneni was appointed as Managing Directorwith effect from 10.06.2015 and former Managing Director Mr. B.L.Bengani resigned on10.06.2015.
Mr. Manohar Ramabtar Jhunjhunwala was appointed as a Whole Time Director 09.02.2016.
Pursuant to the provisions of The Companies Act 2013 Listing Agreement and SEBI(LODR) 2015 the Board has carried out an annual performance evaluation of its ownperformance the directors individually as well as the evaluation of the working of itsAudit Nomination & Remuneration and other Committees. The manner in which theevaluation has been carried out has been explained in the Corporate Governance Report.
NOMINATION & REMUNERATION POLICY
The Board has on the recommendation of the Nomination & Remuneration Committeeframed a policy for selection and appointment of Directors Senior Management and theirremuneration. The Nomination & Remuneration Policy is stated in Annexure-B.
FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS
The company has framed Familiarization Programme for Independent
Directors pursuant to Equity Listing Agreement SEBI (LODR) 2015 and uploaded the samein the website of the Company. The web link to access the aforesaid programme is http://www.uniply.in/pdfexcel/INDEPEDENT_DIRECTORS_FAMILARISATION_PROGRAMME.pdf.
A calendar of Meetings is prepared and circulated in advance to the Directors. Duringthe year under review ten Board Meetings four Audit Committee Meetings and otherCommittee Meetings were convened and held. The details of which are given in the CorporateGovernance Report. The intervening gaps between the Meetings were within the periodprescribed under The Companies Act 2013.
PARTICULARS OF EMPLOYEES
The information required pursuant to Section 197(2) read with rule 5 of The Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 in respect of employeesof the Company are provided in Annexure-C.
The company is not having any subsidiary.
RELATED PARTY TRANSACTIONS
All related party transactions that were entered into during the financial year were onan arm's length basis and were in the ordinary course of business. There are no materiallysignificant related party transactions made by the Company with Promoters Directors KeyManagerial Personnel or other designated persons which may have a potential conflict withthe interest of the Company at large.
The policy on Related Party Transactions as approved by the Board is uploaded on theCompany's website. The Web link for the same is http://www.uniply.in/pdf-excel/RELATED_PARTY_TRANSACTIONS_POLICY.pdf.
VIGIL MECHANISM / WHISTLE BLOWER POLICY
The Company has a vigil mechanism/Whistle Blower Policy to deal with instance of fraudand mismanagement if any. The details of the vigil mechanism/Whistle Blower Policy isposted on the website of the Company and available in this web link: http://www.uniply.in/pdf-exceiZWHISTLE_BLOWER_POLICY.pdf
EXTRACT OF ANNUAL RETURN
The details forming part of the extract of the Annual Return in form MGT 9 is annexedherewith as "Annexure D".
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO
The information on conservation of energy technology absorption and foreign exchangeearnings and outgo stipulated under Section 134(3) (m) of The Companies Act 2013 readwith Rule 8 of The Companies (Accounts) Rules 2014 is annexed herewith as"Annexure E".
ENVIORNMENT & GREEN INITIATIVE
The Company is committed to the environment. The Company continues to upkeep effluentand chemical treatment plant besides green belt inside the factory premises. Continuouscheck of air and water pollution at manufacturing unit is made and monitored. Your companyis certified with FSC (Forest Stewardship Council) besides being a existing member ofIGBC.
LISTING ON STOCK EXCHANGES
The Equity shares of the Company are listed on Bombay Stock Exchange Ltd. (BSE) &National Stock exchange of India Limited (NSE) and necessary listing fees have been paidupto date.
FOREIGN EXCHANGE MANAGEMENT
The management has adopted required foreign currency hedging mechanism from time totime to safeguard from exchange loss.
OBLIGATION OF COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTIONPROHIBITION AND REDRESSAL) ACT 2013.
In order to prevent sexual harassment of women at work place a new act The SexualHarassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013 hasbeen notified on 9th December 2013. Under the said Act our company has constituted anInternal Complaints Committee to look into complaints relating to sexual harassment atwork place of any women employee. During the year under review the ICC has not receivedor disposed any complaint relating to sexual harassment at work place of any womenemployee.
Your Company treats its "human resources" as one of its most importantassets.
Your Company continuously invests in attraction retention and development of talent onan ongoing basis. A number of programmes that provide focused people attention arecurrently underway. Your Company thrust is on the promotion of talent internally throughjob rotation and job enlargement.
During the Year under review Your Company enjoyed cordial relationship with workersand employees at all levels.
TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND
Your Company did not have any funds lying unpaid or unclaimed for a period of sevenyears. Therefore there were no funds which were required to be transferred to InvestorEducation and Protection Fund (IEPF).
CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION & ANALYSIS REPORTS.
The Corporate Governance and Management Discussion & Analysis Report which form anintegral part of this Report are set out as separate Annexures together with theCertificate from the auditors of the Company regarding compliance with the requirements ofCorporate Governance as stipulated in SEBI (LODR) Regulations 2015.
Your Directors place on record their deep appreciation to employees at all levels fortheir hard work dedication and commitment. The enthusiasm and unstinting efforts of theemployees have enabled the Company to remain a leading player in the industry. The Boardplaces on record its appreciation for the support and co-operation your Company has beenreceiving from its suppliers redistribution stockists retailers business partners andothers associated with the Company as its trading partners. Your Company looks upon themas partners in its progress and has shared with them the rewards of growth. It will be theCompany's endeavour to build and nurture strong links with the trade based on mutuality ofbenefits respect for and co-operation with each other consistent with consumerinterests. The Directors also take this opportunity to thank all Investors ClientsVendors Banks Government and Regulatory Authorities and Stock Exchanges for theircontinued support.
For and on behalf of the Board of Directors