To All members
Your Directors are pleased to present the 21st Annual Report and the Companysaudited accounts for the financial year ended 31st March 2017.
The highlights of the financial results of the company for the year ended 31st March2017 is summarised below.
| || ||RS. IN LAKHS |
|PARTICULARS ||FOR THE YEAR ||FOR THE YEAR |
| ||ENDED 31.03.2017 ||ENDED 31.03.2016 |
|Gross Turnover ||16637.26 ||15096.17 |
|Less: Excise Duty & Sales Tax ||468.24 ||1527.45 |
|Net Turn Over ||16169.02 ||13568.72 |
|Add: Other income ||47.86 ||16.57 |
|Total Revenue ||16216.88 ||13585.29 |
|Operating Profit ||14315.35 ||1640.94 |
|Less-Finance Cost ||651.76 ||804.00 |
|Profit/(Loss) before Depreciation & Tax ||1249.77 ||836.94 |
|Less: Depreciation & Amortization expenses ||123.12 ||165.95 |
|Profit/(Loss) before Extra-Ordinary items & Taxation ||1126.64 ||670.99 |
|Less: Extraordinary items ||- ||106.93 |
|Less: Provision for Taxation || || |
|Current Tax ||148.50 ||3.00 |
|Deferred Tax ||248.92 ||181.86 |
|Profit/(Loss) after Tax ||729.22 ||379.20 |
|Balance brought forward ||(538.51) ||(917.71) |
|Provision for Dividend and Dividend tax ||- ||- |
|Transfer from General Reserve ||- ||- |
|Balance carried forward to next year ||190.71 ||(538.51) |
The Net Sales during the year under review is increased by 19.16% from Rs. 13568.72lakhs to Rs. 16169.02 lakhs. The Profit before Tax (PBT) is increased by 99.74 % from Rs.564.06 lakhs to Rs. 1126.64 lakhs. The Profit after Tax (PAT) is increased by 92.30 % fromRs. 379.20 lakhs to Rs. 729.22 lakhs.
Keeping in view of the marginal profit after adjustment of accumulated losses yourDirectors regret their inability to declare 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
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 31.03.2017 was Rs.25 0000000/- and Rs. 239071990/- respectively.
During the year under review the Company has allotted 2991187 Equity Shares of Rs.10/- each at Rs. 204.62/-as fully paid up to promoter and non- promoters on preferentialbasis in accordance with SEBI (Issue of Capital and Disclosure Requirements) Regulations2009. The above said Equity Shares rank pari:passu with the existing equity shares of theCompany and are subject to lock-in-period.
The company had obtained approval of shareholders at Annual general Meeting held on29.09.2016 to issue and allot subject shares to the promoter and non-promoters underpreferential basis in accordance with SEBI (Issue of Capital and Disclosure Requirements)Regulations 2009.
DIVERSIFICATION ACTIVITY AND STRATEGIC DEVELOPMENT
Your company has entered into an agreement to sell its plywood division along withassociated working capital to its associates UV Boards Limited for a total economicconsideration of Rs 300 Crores.
UV Boards will fund the acquisition through the issuance of shares worth Rs 111Crores to Uniply and balance in cash consideration.
UV Boards will pay Rs 42 Crore for the purchase of Uniplys Gujaratfacility.
The trademarks of Uniply will be licensed to UV Boards for a total fee of Rs 75crores to be paid equally over 10 years in advance at the start of the year.
This transaction will result in fully deleveraging the balance sheet of Uniply byrepaying all long-term debt outstanding of the company and its subsidiary Vector Projectsto the tune of Rs 145 Crores.
As a result of this transaction Uniplys stake in UV Boards will increase to37.11% and the Company will have the right to nominate 4 members to the Board ofDirectors of UV Boards.
The current management team of Uniplys plywood business headed by Mr. SrinivasanSethuraman and Mr. Ramesh Malpani will be integrated into that of UV Boards and financialresults of UV Boards consolidated into that of Uniply on closing of this transaction.
As an integrated provider of architecture design and build and interior fit outservices your company with Vector have been awarded significant wins in design and buildturnkey projects to the extent of Rs 1050 crores.
This is a sizeable expansion in the Companys business footprint and execution ofthese projects over the next 12-14 months will require deployment of advanced projectmanagement skills state of the art processes and technologies through the combined seniormanagement teams of Uniply and Vector. The Companys efforts will continue to befocused on and limited to Residential and Commercial building solutions.
CORPORATE SOCIAL RESPONSIBILITY
Corporate Social Responsibility encompassing much more than social outreachcontinuous to be an integral part of the companys activity. The detailed CSR reportis annexed as per annexure A
M/s. C. Ramasamy & B Srinivasans tenure is expiring on conclusion of theensuing AGM of the company. Hence a new Statutory Auditor be appointed on rotation. Thecompany has received profile of M/s. Lily & Geetha Associates Chartered Accountants16 (Old No. 37) Akbarabad 2nd Street Kodambakkam Chennai - 600024 who may be appointedas Statutory Auditors of the Company. The Audit Committee after reviewing the profile andexpertise of firm as whole recommended their appointment to the Board of Directors fortheir consideration and approval.
EXPLANATION ON QUALIFICATION MADE BY STATUTORY AUDITOR
As regards to the Auditors observation in para iv & vii of the Annexure tothe Auditors Report. Yours Directors wish to inform you that the same have beenregularised subsequently in the current year.
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 cost audit/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 B". 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 312017 stands at Rs.128.20 lakhs. The Companycontinues 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.
Mr. Srinivasan Sethuraman was appointed as Joint Managing Director of the company witheffect from 01.04.2017 and his tenure is going to be 3 years from the date of hisappointment.
Mr. Keshav Narayanan Kantamneni proposed to be reappointed for a further period of 3years w.e.f. 11.06.2018
KMP & CHANGES THEREIN KMP DURING THE YEAR
|Managing Director ||Mr. KeshavKantamneni |
|Whole Time Director ||Mr. Manohar RamabtarJhunjhunwala |
|Chief Financial Officer ||Mr. N.K. Jain |
|Company Secretary ||Ms. S. S. Deepthi |
CHANGES IN KMP
During the year under review Mr.Raghuram Nath CFO resigned with w.e.f 04.10.2016 andMr. N.K. Jain was appointed as Group CFO w.e.f
04.10.2016. Ms. S. S. Deepthi Company Secretary resigned w.e.f
Pursuant to the provisions of The Companies Act 2013 and Clause 49 of the ListingAgreement 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-C.
FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS
The company has framed Familiarization Programme for Independent
Directors pursuant to Equity Listing Agreement and uploaded the same in the website ofthe Company. The web link to access the aforesaid programme ishttp://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 - Nil
The Information required under section 197(12) of the Companies Act 2013 read withRule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules2014 is as per Annexure - D
During the year under review the Company has acquired Vector Projects (India) PrivateLimited as the Wholly Owned Subsidiary of the Company w.e.f 1st September 2016.Consolidated Balance Sheet is part of this Annual Report. The detail with respect toSubsidiary slated in Annexure - E
During the year under review Company has also acquired 1339198 Equity Shares of UVBoards Limited through Share Purchase Agreement and Open Offer. Subsequently your Companyhas been reclassified as Promoter of UV Boards Limited with management control.
RELATED PARTY TRANSACTIONS
All related party transactions that were entered into during the financial year were onan arms length basis and were in the ordinary course of business. There are nomaterially 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.
The policy on Related Party Transactions as approved by the Board
is uploaded on the Companys website. The Web link for the same ishttp://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 weblink:http://www.uniply.in/pdf-excel/ WHISTLE_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 F".
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 G".
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 an 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
(PREVENTION PROHIBITION 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.
Pursuant to Section 110 of the Companies Act 2013 read with
Companies (Management and Administration) Rules 2014 the company had sought approvalby way of postal ballot notice dated 16.03.2017 to infuse fund by way ofBonds/Non-Convertible Debentures (NCDs)/other Debt Securities up to Rs. 500.00 Crores onprivate placement basis.
Further the Company has also sought approval by way of Postal Ballot notice dated11/08/2017 (a) to ratify / approved related party transaction (b) to sale / dispose offplywood and allied business to Uniply under slump sale and (c) to amend the object clauseof the Company.
EXTRAORDINARY GENERAL MEETING HELD ON 26.11.2016
Extraordinary General Meeting of the Members of M/s. Uniply Industries Limited was heldon Saturday the 26th day of November 2016 at 9.00 am to comply the formalities ofpreferential allotment as advised by the Stock Exchanges.
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 theCompanys endeavour to build and nurture strong links with the trade based onmutuality of benefits respect for and co-operation with each other consistent withconsumer interests. The Directors also take this opportunity to thank all InvestorsClients Vendors Banks Government and Regulatory Authorities and Stock Exchanges fortheir continued support.
| ||For and on behalf of the Board of Directors |
| ||Keshav Kantamneni |
|Place: Chennai ||Chairman & Managing Director |
|Date: 14.08.2017 ||DIN:06378064 |