TO THE MEMBERS OF
ARCHIDPLY INDUSTRIES LIMITED
Your Directors are pleased to present the Twenty sixth Annual Report together with theAudited Statement of Accounts for the year ended 31stMarch 2021.
The financial results of the Company during the year under review are summarized asunder:
| || ||(Rs. In Lakhs) |
|Particulars ||Year ended ||Year ended |
| ||31.03.21 ||31.03.20 |
|Revenue from Operations ||23084.50 ||26731.04 |
|Other Income ||52.59 ||117.03 |
|Total Income ||23137.09 ||26848.07 |
|Profit Before Financial expenses & Depreciation ||1363.97 ||1808.80 |
|Less: Depreciation & Amortization Expenses ||419.83 ||491.22 |
|Less: Finance Costs ||477.56 ||669.23 |
|Profit before tax ||466.58 ||648.35 |
|Taxation ||241.00 ||270.56 |
|Profit after tax ||225.58 ||377.79 |
|Other Comprehensive Income ||73.91 ||(10.56) |
|Total Comprehensive Income ||299.49 ||367.23 |
The highlights of the Company's standalone performance are as under:
The Company's Total Income during the year under review are Rs. 23084.50 lakh ascompared to Rs. 26731.04 lakh in previous year. The Profit after Tax for the year is Rs.225.58 lakh as compared to Rs. 377.79 lakh in previous year. The company has not revisedthe return for the Financial Year 2018-19 due to delay in getting the final approval ofdemerger from the Authorities. Moreover this is revenue neutral. The company does notforesee any demand and therefore the provision earlier made has been reversed.
Company's operations and financial results for the year ended March 2021 has beenimpacted by COVID-19 pandemic. The Company has gradually observed the improvement inoperations but the challenges still exists due possible future uncertainties related toCOVID-19 pandemic. The Company has also assessed the whole situation on its capital andfinancial resources profitability liquidity position etc. The Company is continuouslymonitoring any material changes in future economic conditions and consequent impact on itsbusiness if any.
During the Financial year 2020-21 the Company has proposed no amount transfer toreserves.
CHANGE IN NATURE OF BUSINESS IF ANY
During the financial year there has been no change in the business of the company orin the nature of business carried by the Company during the financial year under review.
Keeping in view to further improve the capacity utilization and consolidate itsexisting facilities the Board has considered prudent to conserve and retain the profitfor further improvement. The Board regrets its inability to recommend any dividend.
Archidply has rewarded its Shareholders by undertaking Buyback of its Shares at Rs. 37(Rupees Thirty Seven Only) per Equity Share amounting to Rs. 81400000 (Rupees EightCrore Fourteen Lakh Only) excluding the transaction costs viz. brokerage applicabletaxes such as securities transaction tax goods &service tax stamp duty etc. With theBuyback Price of Rs. 37/- and Buyback Size of Rs. 81400000 the total number of Sharesbought back were 2200000 (Twenty Two Lakhs) Equity Shares representing about 9.97% ofthe total Issued and Paid-up Equity Share Capital of the Company. Consequently the paidup Equity Share Capital of the Company has been reduced by Rs. 22000000/ - (Rupees TwoCrore Twenty Lakh Only).
The paid up equity capital as on March 31 2021 was 198650000 after the completionof Buy Back of Equity Shares. The Company has not issued shares with differential votingrights nor granted stock options nor sweat equity during the year.
Cash and cash equivalents and bank balancesother than cash and cash equivalent as atMarch 31 2021 was Rs.867.00 lakh and Rs.99.22 Lakh respectively. The company continues tofocus on judicious management of its working capital receivables inventories and otherworking capital parameters under strict 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
Internal Financial Controls are an integrated part of the risk management processaddressing financial and financial reporting risks. The internal financial controls havebeen embedded in the business processes and continuousmonitoring of the internal financialcontrol systems by the internal auditors during the course of their audits. We believethat these systems provide reasonable assurance that our internal financial controls aredesigned effectively and are operating as intended.To maintain its objectivity andindependence the Internal Audit function reports to the Chairman of the Audit Committeeof the Board & to the Chairman & Managing Director.
CORPORATE SOCIAL RESPONSIBILITY INITIATIVES
During the year the company had spent Rs.25.81 lakh towards corporate socialresponsibility (CSR) under Section 135 of the Companies Act 2013 and rules thereon by wayof contribution to schools and society for their development.
Details about the CSR policy is available on our website http://www.archidply.com/.
The annual report on our CSR activities is appended as Annexure A to the Board'sreport.
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 "C"to this Report.
During the year under review your Company enjoyed cordial relationship with workersand employees at all levels.
DIRECTORS & KEY MANAGERIAL PERSON:
Mr. Bharath Kumar Hukumchand Rathi Independent Director of the Company expired on08th May 2021. The Board while condoling the death of Mr. Rathi places record itsappreciation for the contributions made by him as a member of the Board.
Mr. Rajiv Daga Managing Director of the company retires by rotation at the ensuingAnnual General Meeting and being eligible offers for reappointment.
Mr. Pritam Singh was appointed by the Board as an Additional Independent Director onJune 18 2021 and holds office up to the date of ensuing Annual General Meeting.
Brief resume of the Directors proposed to be appointed/reappointed the nature of theirexpertise in specific functional areas and the names of the companies in which they holdthe directorship and Chairmanship / Membership of Board Committees etc. are provided inthe Notice to Members and report on Corporate Governance forming part of this AnnualReport.
The Boards recommends to the members the resolution for re-appointment of Mr. RajivDaga as Managing Director and appointment of Mr. Pritam Singh as Independent Director ofthe company.
None of the Directors of your Company is disqualified as per provisions of Section164(2) of the Companies Act 2013. The Directors of the Company have made necessarydisclosures as required under various provisions of the Companies Act.
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.
There were no changes to the Key Managerial Personnel since last annual generalmeeting.
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 alia considers 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 carried out annual performance evaluation of the Board Board Committees andIndividual Directors and Chairperson. The Chairman of the respective Board Committeesshared the report on evaluation with the respective Committee members. The performance ofeach Committee was evaluated by the Board based on report on evaluation received fromrespective Board Committees.
The reports on performance evaluation of the Individual Directors were reviewed by theChairman of the Board.
The board met five times during the financial year 2020-21.For details of meetings ofthe Board please refer to the Corporate Governance Report which is a part of this AnnualReport.
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 2020-21 wereat an arm's length basis and in the ordinary course of business. Form AOC-2 provide thedetails of related party transections of the Company is annexed as Annexure D to thisreport.
The policy on Related Party Transactions as approved by the Board has been uploaded onthe Company's website www.archidply.com. There are no materially significant related partytransactions that may have potential conflict with interest of the Company at large.
The Company does not have any subsidiary company.
The details of the familiarization programme undertaken have been provided in theCorporate Governance 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 aWhistle Blower Policy' which is overseen by the Audit Committee. The policyprovides safeguards against victimization of the Whistle Blower. Employees and otherstakeholders have direct access to the Chairperson of the Audit Committee for lodgingconcerns if any for review
1. STATUTORY AUDITORS
At the Annual General Meeting held on 12th September 2017 M/s Priti Jhawar & Co.Chartered Accountants (ICAI Firm Reg. No. 328818E ) were appointed as the StatutoryAuditors of the Company for a period of 5 years up to the conclusion of 27th AnnualGeneral Meeting to be held in 2022. In terms of the provisions of Section 139 (1) of theCompanies Act 2013.
The Report given by M/s. Priti Jhawar & Co. Chartered Accountants (ICAI Firm Reg.No. 328818E) Statutory Auditors on the financial statement of the Company for the year2020-21 is part of Annual Report. There has been no qualification reservation or adverseremark or disclaimer in their Report.
2. SECRETARIAL AUDIT REPORT
Pursuant to the provisions of Section 204 of the Act and The Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 the Board of Directors of the Companyhad appointed M/s. Rajneesh Sharma & Co Practicing Company Secretary to undertake theSecretarial Audit of the Company for the financial year ended on 31st March 2021. TheSecretarial Audit Report is annexed as Annexure E.
The Auditors' Report and the Secretarial Audit Report for the financial year ended on31st March 2021 do not contain any qualification reservation adverse remark ordisclaimer. These reports are self-explanatory and does not require any comments thereon.
CERTIFICATE OF NON DISQUALIFICATION OF DIRECTORS
A certificate from Rajneesh Sharma & Co. (Membership No. 5549 COPNo. 24210)practicing Company Secretary to the effect that none of the Directors of the Company havebeen debarred or disqualified from being appointed or continuing as Directors of theCompany by the Board/Ministry of Corporate Affairs or any such statutory authority isattached at the end of this report
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 "F" tothe Board's report.Extract of Annual Return is also available on our websitewww.archidply.com.
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.
The Audit Committee of the Board evaluating risks management policy of the Company onquarterly basis. A risk management policy is available on our website http://www.archidply.com
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. Considering first proviso to Section 136(1) of the Companies Act2013 the Annual Report excluding the said information was sent to the members of theCompany and others entitled thereto. The said information is available for inspection atthe registered office of the Company during working hours up to the date of ensuing annualgeneral meeting. Any member interested in obtaining such information may write to theCompany Secretary 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.
The Company has also framed policy on Prevention of Sexual Harassment' at theworkplace. We follow a gender-neutral approach in handling complaints of sexual harassmentand we are compliant with the law of the land wherever we operate. There was no complaintrelated to sexual harassment during the Year 2021.
COMMITTEES OF THE BOARD
Currently the board has four Committees: the Audit Committee the Nomination andRemuneration Committee the Corporate Social Responsibility Committee and the StakeholdersRelationship Committee. The majority of the members of these committees are Independentand 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 alsoprovide quarterly certification on financial results while placing the financial resultsbefore the Board in terms of the SEBI LODR Regulations.
COMPLIANCE WITH SECRETARIAL STANDARDS AND INDIAN ACCOUNTING STANDARDS
The Board of Directors affirms that during the Financial Year 2020-21 the Company hascomplied with the applicable Secretarial Standards issued by the Institute of CompanySecretaries of India and approved by the Central Government under Section 118(10) of theCompanies Act 2013. In the preparation of the Financial Statements the Company has alsoapplied the Indian Accounting Standards (Ind AS) specified under Section 133 of theCompanies Act 2013 read with Companies (Indian Accounting Standards) Rules 2015.
The Equity shares of the Company are listed with Bombay Stock Exchange Ltd. (BSE) &National Stock exchange of India Limited (NSE). The annual listing fee for the year2021-22 was paid within the scheduled time to BSE & NSE.
TRANSFER OF SHARES
As notified under Regulation 40(1) of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 except in case of transmission or transposition ofsecurities requests for effecting transfer of securities shall not be processed unlessthe securities are held in the dematerialized form with a depository.
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 the Board of Directors |
| ||Deen Dayal Daga |
| ||(Chairman) |
|Place: Delhi || |
|Date: 18th June 2021 || |