TO THE MEMBERS OF ARCHIDPLY DECOR LIMITED
Your Directors are pleased to present the Fourth Annual Report together with theAudited Statement of Accounts for the year ended 31st March 2021.
The financial results of the Company during the year under review are summarized asunder:
| || ||(Rs. In Lakhs) |
|Particulars ||Year ended 31.03.21 ||Year ended 31.03.20 |
|Revenue from Operations ||3225.12 ||4027.47 |
|Other Income ||165.56 ||133.14 |
|Prior Period Income/(Expenditure) ||-8.81 ||(2.51) |
|Total Income ||3381.87 ||4158.10 |
|Profit Before Financial expenses & Depreciation & Tax ||264.03 ||312.51 |
|Less: Depreciation & Amortization Expenses ||256.30 ||144.40 |
|Less: Finance Costs ||131.38 ||278.45 |
|Profit before tax ||(123.65) ||(110.34) |
|Taxation ||53.08 ||2.59 |
|Profit after tax ||(70.57) ||(112.93) |
|Other Comprehensive Income ||13.24 ||0.00 |
|Total Comprehensive Income net of taxes ||(57.33) ||(112.93) |
The highlights of the Company's standalone performance are as under:
The Total Income of the Company during the year under review decreased by 18.66%from Rs. 4158.10 lakhs to Rs.3381.87 lakhs.
The Profit before Depreciation Interest &Tax (PBDIT) decreasedby 15.51 %from Rs.312.51lakhs in the previous year to Rs.264.03Lakh.
There has been reduction in the loss of the Company fromRs.(112.93)lakhs in theprevious year to Rs. (57.33) Lakh.
The Covid 19 pandemic has effected the operations of the Company and the followingchallenges has been faced by the Company:
Limited orders/ demand of the products
Limited operations due to the restrictions all over India.
Insufficient staffing and loss of productivity due to lack of remote of workcapabilities
The manufacturing facilities of the Company has now been opened with the restrictionsand measures taken for safety social distancing and hygiene in accordance with theguidelines of the authorities for prevention of COVID 19.
There being no sufficient profits during the yearthe Board regrets its inability torecommend any dividend.
The paid up equity capital as on March 31 2021 was 55662500. The Company has notissued shares with differential voting rights nor granted stock options nor sweat equityduring the year.
Pursuant to the Scheme of Demerger during the year the trading approval of the sharesof the Company was received from BSE &NSE.The Shares of the Company was listed of thestock exchanges viz. BSE & NSE on 01.10.2020
Cash and cash equivalents and bank balances as at March 31 2021 was 64.53 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.
During the financial year under review the company did not accept any deposits coveredunder chapter V of the Companies Act 2013 and Section 73 of the Companies Act 2013 andtheCompanies (Acceptance of Deposits) Rules 2014.
PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS:
There were no Loans Guarantees and Investments covered under Section 186 of theCompanies Act 2013.
The details of the investments made by company is given in the notes to the financialstatements.
MATERIAL CHANGE AND COMMITMENT
There have been no material changes and commitments affecting the financial position ofthe Company between the close of the year till the date of this report. There has been nochange which affect the financial position of the Company.
As such there is no significant and material order by the regulator/court/tribunal/impacting the going concern status and the Company operation in future.
INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY
The Company has an Internal Control System commensurate with the size scale andcomplexity of its operations. The Company has in-house Internal Auditor. To maintain itsobjectivity and independence the Internal Auditor function reports to the Chairman of theAudit Committee of the Board & 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. Based on the report of internalaudit function process owners undertake corrective action in their respective areas andthereby strengthen the controls. Significant audit observations and recommendations alongwith corrective actions thereon are presented to the Audit Committee of the Board.
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO:
The particulars relating to conservation of energy technology absorption foreignexchange earnings and outgo as required to be disclosed under the Act are provided inAnnexure "A"to this Report.
During the year under review your Company enjoyed cordial relationship with workersand employees at all levels.
CORPORATE SOCIAL RESPONSIBILITY (CSR) ACTIVITY
The Company is not liable for any CSR Activity as per section135 of the Companies Actbut however during the year the company has spent Rs.0.84/Lakhs- (P.Y. Rs.1.22 Lakhs)towards corporate social responsibility (CSR) under Section 135 of the Companies Act 2013and rules thereon by way of contribution to schools for their development.
DIRECTORS & KEY MANAGERIAL PERSON:
Mr.Shyam Daga Executive Director of the Company retire at this AGM being eligible for appointmentoffer himself for there- appointment at this AGM.
Mr. Neeraj Kumar Mittal (DIN-00900714) and Mr. Dinesh Kumar Marda (DIN- 03267281) wereappointed as additional directors retires at the ensuing Annual General Meeting as anindependent directors on the Board on 28/09/2020. The Board now recommends the appointmentof Mr. Neeraj Kumar Mittal (DIN-00900714) and Mr. Dinesh Kumar Marda (DIN- 03267281) asindependent directors under section 149 (1) of the Companies Act 2013 and SEBI LODR ofthe listing agreement in the ensuing A.G.M. to hold office for 5 (Five) consecutive yearsi.e. from September 28 2020 upto September 27 2025
A brief resume of the Directors being appointed/re-appointed are attached to the Noticefor the ensuing Annual General meeting.
None of the Directors of your Company is disqualified as per provisions of Section 164of the Companies Act 2013. The Directors of the Company have made necessary disclosuresas required under various provisions of the Companies Act and SEBI (LODR) Regulation2015.The Certificate of the CS in practice for the same is attached to the report asAnnexure B.
All independent directors have given declarations that they meet the criteria ofindependence as laid down under section 149(6) of the Companies Act 2013 and as per therequirement of SEBI (LODR) Regulation 2015.
During the year Mr. Rajneesh Sharma resigned from the post of Company Secretary andCompliance Officer.
CORPORATE GOVERNANCE REPORT:
Our corporate governance report for FY 2020-21 forms part of this Annual Report. Therequisite certificate from the auditors of the Company confirming compliance with theconditions of corporate governance as stipulated under SEBI LODR is annexed to thecorporate governance report.
The Company has laid down a process for evaluation of the Board and Committees of Boardas also evaluation of the performance of each of the Directors. The evaluation isconducted and monitored by the Chairperson Nomination & Remuneration Committee (NRC)in consultation with the members of the committee. Each of the Directors are given aself-assessment Questionnaire covering degree of fulfillment of their responsibilitiesBoard structure and composition Responsibilities of Committee effectiveness of the Boardprocess information and functioning Board culture and dynamics quality of relationshipbetween the Board and Management etc.
The evaluation process inter aliaconsiders attendance of Directors at Board andcommittee meetings acquaintance with business communicating inter se board memberseffective participation domain knowledge compliance with code of conduct vision andstrategy benchmarks established by global peers etc. which is incompliance withapplicable laws regulations and guidelines.
The board met five times during the financial year the details of which are given inthe corporate governance report. The maximum interval between any two meetings did notexceed 120 days as prescribed in the Companies Act 2013.
DIRECTOR'S RESPONSIBILITY STATEMENT:
Based on the framework of internal financial controls established and maintained by theCompany work performed by the internal statutory and secretarial auditors and reviewsperformed by Management in concurrence with the Audit Committee the Board is of theopinion that the Company's internal financial controls were adequate and effective duringthe financial year 2020-21.
In Compliance with section 134(5) of the Companies Act 2013 the Board of Directors tothe best of their knowledge and hereby confirm the following:
(a) In the preparation of the annual accounts the applicable accounting standards hadbeen followed along with proper explanation relating to material departures;
(b) The directors had selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the company at the end of the financial year and ofthe profit and loss of the company for that period;
(c) The directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets 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;
(e) The Directors had laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and operating effectively.
(f) The directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems are adequate and operating effectively.
CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
All Related Party Transactions that were entered during the financial year were on anarm's length basis and in the ordinary course of business and is in compliance with theapplicable provisions of the Act and the Listing Regulations. There were no materiallysignificant Related Party Transactions made by the Company during the year that requiredshareholders' approval under Regulation 23 of the Listing Regulations. None of thetransactions entered with related parties falls under the scope of Section 188(1) of theAct. Details of transactions with related parties as required under Section 134(3) (h) ofthe Act read with Rule 8(2) of the Companies (Accounts) Rules 2014 are provided inAnnexureCin Form AOC-2 and forms part of this Report.
There are no materially significant related party transactionsthat may have potentialconflict with interest of the Company at large.
The Company have formed a subsidiary company i.e. ADL panels private Limited for thepurpose of submitting the resolution plan for takeover under the Company Insolvency andResolution Process (CIRP Process) of Associate Decor Limited in which the Company wasunsuccessful. There being no other business in the subsidiary Company. During the year theinvestment in the subsidiary company was sold by the Company. The entire investments i.e.5100 shares held in ADL Panels Private Limited a subsidiary company was sold for Rs. 55per share as against the face value of Rs. 10 per share. There is no subsidiary company ofthe Company as on date.
EXTRACT OF THE ANNUAL RETURN
In accordance with section 134(3) (a) of the Companies Act 2013 an extract of theannual return in the prescribed format is enclosed herewith as Annexure "D" tothe Board's report.
CODE OF CONDUCT:
The Code lays down the standard procedure of business conduct which is expected to befollowed by the Directors and the designated employees in their business dealings and inparticular on matters relating to integrity in the work place in business practices andin dealing with stakeholders. The Code gives guidance through examples on the expectedbehavior from an employee in a given situation and the reporting structure.
All the Board Members and the Senior Management personnel have confirmed compliancewith the Code.
Your Company has established a "Vigil Mechanism" for its employees andDirectors enabling them to report any concerns of unethical behavior suspected fraud orviolation of the Company's 'Code of Conduct'. To this effect the Board has adopted a'Whistle Blower Policy' which is overseen by the Audit Committee. The policy providessafeguards against victimization of the Whistle Blower. Employees and other stakeholdershave direct access to the Chairperson of the Audit Committee for lodging concerns if anyfor review
At the Annual General Meeting held on 23rd November 2018 M/s GRV&PK& Co. Chartered Accountants (ICAI Firm Reg. No. 008099s) were appointed as theStatutory Auditors of the Company for a period of 5 years up to the conclusion of 6thAnnual General Meeting to be held in 2025. In terms of the provisions of Section 139 (1)of the Companies Act 2013. They have confirmed that they are not disqualified fromcontinuing as Auditors of the Company.
STATUTORY AUDITOR'S REPORT
The Auditors Report to the Shareholder does not contain any reservation Qualificationor adverse remark. The observation made in the Auditors Report read together with relevantnotes thereon are self-explanatory and hence do not call for any further comments underSection 134 of the Companies Act 2013.
SECRETARIAL AUDIT REPORT
The Board appointed Mr. Deepak SadhuPracticing Company Secretary to conductSecretarial Audit for the FY 202021. The Secretarial Audit Report for the financial yearended March 31 2021is annexed herewith marked as Annexure Eto this Report. TheSecretarial Audit Report does not contain any qualification reservation adverse remarkor disclaimer.
Compliance with Secretarial Standards
The Company has complied with all the applicable provisions of Secretarial Standard onMeetings of Board of Directors (SS-1) Revised Secretarial Standard on General Meetings(SS-2) and Secretarial Standard on Report of the Board of Directors (SS-4) respectivelyissued by Institute of Company Secretaries of India.
BUSINESS RISK MANAGEMENT
Your Company has an elaborate Risk Management Framework which is designed to enablerisks to be identified assessed and mitigated appropriately. On the basis of riskassessment criteria of the Company has been entrusted with the responsibility to assistthe Board in
(A) Overseeing and approving the Company's enterprise wide risk management framework;and
(b) Overseeing that all the risks that the organization faces such as financialcredit market liquidity security property IT legal regulatory reputational andother risks have been identified and assessed and there is an adequate risk managementinfrastructure in place capable of addressing those risks.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
Management's Discussion and Analysis Report for the year under review as stipulatedunder the Securities and Exchange Board of India (Listing Obligations and DisclosureRequirements) Regulations 2015 ("Listing Regulations") is presented in aseparate section forming part of the Annual Report.
PARTICULARS OF EMPLOYEES
Disclosures pertaining to remuneration and other details as required under Section197(12) of the Companies Act 2013 read with Rule 5(1) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014. Particulars of employees remunerationas required under section 197(12) of the Companies Act 2013 read with Rule 5(2) and 5(3)of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 formsa part of this report as Annexure F.
Considering first proviso to Section 136(1) of the Companies Act 2013 the AnnualReport excluding the said information was sent to the members of the Company and othersentitled thereto. The said information is available for inspection at the registeredoffice of the Company during working hours up to the date of ensuing annual generalmeeting. Any member interested in obtaining such information may write to the CompanySecretary in this regard.
EQUAL OPPORTUNITY &PREVENTION OF SEXUAL HARRASMENT
The Company has always provided a congenial atmosphere for work to all employees thatis free from discrimination of any kind. It has provided equal opportunities of employmentto all without regard to the nationality religion caste colour language maritalstatus and sex.
We have zero tolerance for sexual harassment at workplace and have adopted a policy onprevention prohibition and redressal of sexual harassment at Work place in line with theprovisions of the Sexual Harassment of Women at Workplace ( Prevention Prohibition andRedressal) ACT 2013 and the Rules thereunder for prevention and Redressal of Complaintsof sexual harassment at workplace.There was no complaint related to sexual harassmentduring the Year 2021.
COMMITTEES OF THE BOARD
Currently the board has four Committees: the Audit Committee the Nomination andRemuneration Committee and the Stakeholders Relationship Committee. The majority of themembers of these committees are Independent and non-executives.
A detailed note on the composition of the board and other committees is provided in thecorporate governance report section of this annual report.
CEO AND CFO CERTIFICATION
Pursuant to the Listing Regulations the CEO and CFO certification is attached with theAnnual Report. The Managing Director &CEO and the Chief Financial Officer also providequarterly certification on financial results while placing the financial results beforethe Board in terms of the Listing Regulations.
The Equity shares of the Company were listed on the Stock exchangei.e. BSE & NSE on01.10.2020 . The annual listing fees has been paid tothe Stock exchange.
The Board of Directors would like to express their sincere appreciation for theassistance and co-operation received from the financial institutions banks Governmentauthorities customers vendors and members during the year under review. The Boards ofDirectors also wish to place on record its deep sense of appreciation for the committedservices by the Company's executives staff and workers.
| ||For and on behalf of theBoard of Directors |
| ||Shyam Daga |
|Place: Bengaluru ||(Chairman) |
|Date: 26thJuly 2021 || |