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Dhabriya Polywood Ltd.

BSE: 538715 Sector: Industrials
NSE: N.A. ISIN Code: INE260R01016
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NSE 05:30 | 01 Jan Dhabriya Polywood Ltd
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P/E 72.92
Mkt Cap.(Rs cr) 103
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OPEN 96.75
CLOSE 96.75
VOLUME 2300
52-Week high 129.00
52-Week low 31.00
P/E 72.92
Mkt Cap.(Rs cr) 103
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Dhabriya Polywood Ltd. (DHABRIYAPOLY) - Director Report

Company director report

Dear Members

Your Directors are pleased to present the Twenty-Ninth Annual Report on the businessand operation of the Company together with the audited financial statements for the yearended March 31 2021.

1. Financial Performance of the Company

Particulars

Standalone

Consolidated

2020-21 2019-20 2020-21 2019-20
Revenue from operations 5513.84 6016.15 10643.45 11196.43
Other Income 47.18 32.42 52.78 48.51
Total Revenue 5561.02 6048.57 10696.24 11244.94
Operating Expenses 4880.28 5192.22 9296.55 9730.22
EBIDTA 680.73 856.35 1399.69 1514.71
Finance Cost 338.37 344.07 437.70 497.99
Depreciation 240.48 251.86 342.36 352.36
Profit/ (Loss) before Exceptional Items and Tax 101.88 260.42 619.63 664.36
Exceptional Items - 42.33 - 42.33
Profit/ (Loss) after Exceptional Items and Tax 101.88 218.09 619.63 622.03
Provision for Tax 40.43 72.94 172.36 180.83
Other Comprehensive Income 8.44 (12.83) 13.77 (17.22)
Total Comprehensive Income after Tax 69.89 132.32 461.04 423.98
EPS (`) 0.57 1.34 4.13 4.07

2. Brief description of the Company's working during the year / State ofCompany's affair

The Annual Report also includes the Consolidated Financial Statements of the Companywhich includes the result of the Company's subsidiaries; viz. Polywood Profiles PrivateLimited Dynasty Modular Furnitures Private Limited and Polywood Green Building SystemsPrivate Limited.

At standalone level your Company operates single segment business viz. uPVC DoorsWindows PVC Profiles and D-Stona sheets and mouldings. Operational revenue of the Companyis reduced over the previous year. The COVID-19 pandemic and subsequent lockdowns severelycurtailed our operations for the first half of the year 2020-21. Consequently our businessdid not register any growth. While the pandemic continues to pose considerable headwindsto the safety of employees and business in general your company strongly believes thatin coming years once the pandemic is over the economy will emerge stronger than it everwas and it is pertinent time to focus on blueprint for new opportunities and gear up todrive transformations.

The revenue from operations stood at Rs.5513.84 Lakhs compared with Rs.6016.15 Lakhs inthe

Previous Year registering a decline of 8.35%. The operating profit before tax stood atRs.101.88 Lakhs as against Rs.260.42 in the Previous Year. Total Comprehensive Income forthe year after tax stood at Rs.69.89 Lakhs compared to Rs.132.32 Lakhs reported in thePrevious Year.

The Consolidated Revenue from operations for financial year 2020-21 was at Rs.10643.45Lakhs as against Rs.11196.43 Lakhs in the Previous Year registering a decline of 4.94%.The Consolidated operating profit before tax stood at Rs.619.63 Lakhs as against Rs.664.36in the Previous Year. Total Comprehensive Income for the year after tax stood at Rs.461.04Lakhs compared to Rs.423.98 Lakhs reported in the Previous Year.

During the year under review the interest cost decreased to Rs.338.37 Lakhs on astandalone basis as against Rs.344.07 Lakhs during the previous year. The decrease in theinterest cost is on account of the repayment of liabilities and negotiation of betterterms with bankers. On a consolidated basis interest cost for the financial year 2020-21stood at Rs.437.70 Lakhs as against Rs.497.99 Lakhs in the previous year.

The Standalone Net Worth as of March 31 2021 improved to Rs.3985.54 Lakhs as againstRs.3915.64

Lakhs as on March 31 2020. On a consolidated basis the Net Worth of your Company forthe financial year 2020-21 stood at Rs.5505.76 Lakhs as against Rs.5044.71 Lakhs previousyear. The Standalone earnings per share (basic) as on March 31 2021 stood at Rs.0.57 pershare as against Rs.1.34 per share as on March 31 2020 and on a consolidated basis theearnings per share (basic) as on March 31 2021 stood at Rs.4.13 per share as againstRs.4.07 per share as on March 31 2020.

3. Covid-19 impact

Covid-19 a global pandemic has threatened the very existence of human life across theglobe. It has caused what seems to be transitory pause to most of the businesses acrossthe globe. Your Company is no exception to these challenges and its effects. During thesetime priority of the Company was on the health & safety of the employees and workers.COVID-19 is an unprecedented challenge. The lockdown gave India time to make a concertedeffort to flatten the outbreak curve. However towards later part of the year consequentto significant opening of the economic activity across the nation the demand picked upcompared to that during the initial period of Covid-19.

MSME sector the second highest employer after agriculture has been impacted very muchand would require financial assistance. The government might tweak the existing EmergencyCredit Line Guarantee Scheme to provide immediate help to the sector the sources added.Currently around 6.5 Cr Micro Small and Medium Enterprises (MSMEs) contribute 30% of theGDP. Recently the RBI also announced a loan restructuring scheme for small borrowers amidthe pandemic. However it is said that fiscal stimulus would be effective only once locallockdowns ease and restrictions on business due to curfews are lifted. Most of the stateshave imposed curfews in their states to contain spiraling COVID infections and deaths.Also the second COVID wave has dealt a blow to both consumer and investor sentimentswhich also need to be lifted.

During the first quarter of the year the business performance of the Company wasseverely affected due to stoppage of operations for an uncertain period. During the yearyour company faces challenges such as sharp rise in prices of raw materials localrestrictions of movement of people continuous challenges in Real Estate sector andvarious other reasons have played its role and impact on the business. However

Management had anticipated some of these emerging challenges and quickly begancalibrating its responses by adopting product specific / market specific models.

India is currently experiencing a massive second wave of Covid-19 infections. Howeverwe expect no major changes in the economic activity as the nation is preparing to face thePandemic with vaccines and preparedness. The Company continues its business activities inline with the guidelines issued by the Government authorities takes steps to strengthenits liquidity position and further explore cost restructuring exercise.

However your Company is conscious of the significant disruption and impact COVID-19can have on its employees clients partners investors and the communities in which itoperates. We are working hard to contain and mitigate its impact. The Company does notanticipate any challenges in its ability to continue as going concern or meeting itsfinancial obligations. As the situation is unprecedented the Company is closelymonitoring the situation as it evolves in the future.

The primary objectives of your Company's response to the pandemic are to ensure thesafety and wellbeing of its employees and partners to deliver on its commitments toclients in the true spirit of partnership and to secure the financial and operationalresilience of the Company.

4. Credit Rating

The credit ratings on Company's long-term facilities have been re-affirmed by thecredit rating agency and the same is furnished below:

S. No. Agency Type Rating
Long CARE BBB-;
1. CARE Term Stable
Ratings Bank (Triple B Minus;
Facilities Outlook: Stable)

5. Dividend and Reserves

In order to conserve the resources of the Company by taking into account the prevailingeconomic situation and the need of resources for growth the Board of Directors of theCompany have decided not to recommend any dividend on the Equity Shares of the Company forthe Financial Year ended March 31 2021. The Board proposes to transfer balance of profitto the General Reserve.

6. Share Capital

The authorized and paid-up share capital of the company as of March 31 2021 stood atRs.1250.00 Lakhs and Rs.1082.42 Lakhs respectively. During the year under review theCompany has not issued shares or convertible securities or shares with differential votingrights nor has granted any stock options or sweat equity or warrants. As on March 312021 none of the directors of the Company hold instruments convertible into Equity Sharesof the Company.

7. Board of Directors

During the period under review there were no changes to the Board of Directors of yourCompany. Pursuant to the provisions of Section 149 & 184 of the Companies Act 2013and under Regulation 25 of SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 Independent Directors of the Company have submitted a declaration thateach of them meet the criteria of independence as prescribed in Section 149(6) of theCompanies Act 2013 and SEBI Regulations and there has been no change in the circumstanceswhich may affect their status as an Independent Director during the year.

In accordance with provisions of Section 152 of the Companies Act 2013 and pursuant toArticles of Association of the Company Mr. Shreyansh Dhabriya (DIN: 06940427) Whole-timedirector of the Company is liable to retire by rotation at the ensuing Annual GeneralMeeting and being eligible offers himself for re-appointment. The brief details requiredto be disclosed in accordance with Regulation 36 of Securities and Exchange Board of India(Listing Obligations and Disclosure Requirements) Regulations 2015 Companies Act 2013and Secretarial Standards is included in the notice of the ensuing Annual General Meetingforming part of this Annual Report.

In terms of requirements of the Listing Regulations the Board has identified coreskills expertise and competencies of the Directors in the context of the Company'sbusinesses for effective functioning which are detailed in the Corporate GovernanceReport.

They have also given declaration under Rule 6(3) of the Companies (Appointment andQualification of Directors) Rules 2014 confirming compliance with Rule 6(1) and (2) ofthe said Rules that their names are registered in the databank as maintained by the IndianInstitute of Corporate

Affairs ("IICA").

8. Number of Meetings of the Board

The details of the number of Meetings of the Board held during the financial year2020-21 forms part of the Corporate Governance Report. The intervening gap between theMeetings was within the period prescribed under the Companies Act 2013.

9. Key Managerial Personnel

The following are the Key Managerial Personnel of the Company:

Sl. No. Name of person Designation Chairman &
1. Mr. Digvijay Dhabriya Managing Director
2. Mrs. Anita Dhabriya Whole Time Director
3. Mr. Mahendra Karnawat Whole Time Director
4. Mr. Shreyansh Dhabriya Whole Time Director
5. Mr. Hitesh Agrawal Chief Financial Officer
6. Mr. Sparsh Jain Company Secretary & Compliance Officer

During the year under review there is no change in the KMP's of the Company.

10. Committees of the Board

The Board of Directors have the following committees:

1. Audit Committee

2. Nomination and Remuneration/ Compensation Committee

3. Stakeholder's/ Investors Grievance

Committee

4. Corporate Social Responsibility Committee

The details of the Committees along with their composition number of meetings andattendance at the meetings are provided in the Corporate Governance Report.

11. Board Evaluation

Pursuant to the provisions of the Companies Act 2013 and the SEBI (Listing Obligationsand Disclosure Requirements) Regulations 2015 the Board has carried out an annualperformance evaluation of its own performance the directors individually as well as theevaluation of the working of its Audit Nomination & Remuneration Compensation andShareholder's/ Investor's

Grievance Committees. The manner in which the evaluation has been carried out has beenexplained in the Corporate Governance Report.

12. Finance & Accounts

As mandated by the Ministry of Corporate Affairs the financial statements for the yearended on March 31 2021 has been prepared in accordance with the Indian AccountingStandards (Ind AS) notified under Section 133 of the Companies Act 2013 read with theCompanies (Accounts) Rules 2014 as amended from time to time. The estimates andjudgements relating to the Financial Statements are made on a prudent basis so as toreflect in a true and fair manner the form and substance of transactions and reasonablypresent the Company's state of affairs profits and cash flows for the year ended March31 2021. The noted to the Financial Statements adequately cover the standalone andconsolidated Audited Statements and form an integral part of this report.

Accounting policies have been consistently applied except where a newly issuedaccounting standard if initially adopted or a revision to an existing accounting standardrequires a change in the accounting policy hitherto in use. Management evaluates allrecently issued or revised accounting standards on an ongoing basis. The Company disclosesconsolidated and standalone financial results on a quarterly basis which are subjected tolimited review and publishes consolidated and standalone audited financial results on anannual basis.

13. Consolidated Financial Statements

The Consolidated Financial Statements of the Company are prepared in accordance withthe relevant Indian Accounting Standards issued by the Institute of Chartered Accountantsof India and forms an integral part of this Report.

Pursuant to section 129(3) of the Companies Act 2013 read with Rule 5 of the Companies(Accounts) Rules 2014 a statement containing salient features of the financial statementsof subsidiaries is given in form AOC-1 and forms an integral part of this report.

14. Performance of Subsidiary Companies

Your Company is having three subsidiaries

a. Polywood Profiles Private Limited: The Company is a Wholly-owned subsidiarycompany of Dhabriya Polywood Limited incorporated in the year of 2006. The Company isengaged in the business of manufacturing of PVC Profiles. The Gross Revenue of the Companyfor financial year

2020-21 stood at Rs.3635.16 Lakhs compared with Rs.3079.75 Lakhs in Previous Year.Total Comprehensive Income After Tax for the year stood at Rs.334.65 Lakhs as againstRs.207.85 Lakhs reported in the previous year.

b. Dynasty Modular Furnitures Private

Limited:

The Company is a Wholly-owned subsidiary company of Dhabriya Polywood Limitedincorporated in the year of 1995 and installed a project in Jaipur (Rajasthan) formanufacturing of Modular furniture a wood substitute product which is mainly used for themanufacturing of Executive Table Storage Work-station Kitchen cabinet WardrobeComputer table etc. The

Company's product has been selling under its registered brand name "DYNASTY".The

Company has constant quality control policies due to which the brand name of theCompany

"DYNASTY" has been well established in the market. The product has beenaccepted nationwide and its demand is touching leaps and bounds for its qualitydurability easy handling and low cost. The Company has experienced manpower to design anddevelop new products and a hard-working production team to meet the ever-increasing demandof the market. All these factors have contributed to the astonishing success of the"DYNASTY" Modular furniture all over India.

The Gross Revenue of the Company for financial year 2020-21 stood at Rs.1897.04 Lakhscompared with Rs.2344.83 Lakhs in previous year. Total Comprehensive Income After Tax forthe year stood at Rs.41.64 Lakhs as against Rs.71.17 Lakhs reported in the previous year.

c. Polywood Green Building Systems

Private Limited:

The Company is a subsidiary company of Dhabriya Polywood Limited incorporated in theyear 2012. The Company is engaged in the business of trading of uPVC Doors and Windows andPVC Profiles. The Gross Revenue of the Company for financial year 2020-21 stood atRs.385.40 Lakhs compared with Rs.650.13 Lakhs in Previous Year. Total Comprehensive IncomeAfter Tax for the year stood at Rs.14.86 Lakhs as against Rs.12.64 Lakhs reported in theprevious year.

Pursuant to sub-section (3) of section 129 of the Act the statement containing thesalient feature of the financial statement of a company's subsidiary or subsidiaries isgiven as ANNEXURE ‘D'.

15. Auditors

(a) Statutory Auditor

In terms of the provisions of section 139 of the Companies Act 2013 read withCompanies (Audit and Auditors) Rules 2014 M/s. Tambi Ashok & Associates CharteredAccountants (Firm Registration No. 005301C) have been appointed as Statutory Auditors ofthe Company to hold office from the conclusion of 27th Annual General Meetingtill the conclusion of 32nd Annual General Meeting to be held during calendar year 2024.

In accordance with the amendment to the provisions of Section 139 by the CompaniesAmendment Act 2017 notified on May 7 2018 by the Ministry of Corporate Affairs theappointment of Statutory Auditors is not required to be ratified by the Members at everyAnnual General Meeting. Hence the resolution seeking ratification of the Members forcontinuance of their appointment at this AGM is not being sought.

The Auditors' Report does not contain any qualification. Notes to Accounts and Auditorsremarks in their report are self-explanatory and do not call for any further comments.

(b) Secretarial Auditor

In terms of Section 204 of Companies Act 2013 and rules made there under the Companyhas appointed M/s M Sancheti & Associates a firm of Company Secretaries in Practice(C.P. No. 8997) to undertake the Secretarial Audit of the Company and its materialsubsidiaries. The Secretarial Audit Report submitted by them in the prescribed form MR-3is enclosed as ANNEXURE ‘A' and forms part of this report. No adverse commenthas been made in the said report by the Practicing Company Secretary for the Company aswell as its material subsidiaries. The report is self-explanatory and do not call for anyfurther comments.

Pursuant to Regulation 24A of Listing Regulations read with SEBI Circular No.CIR/CFD/CMD1/27/2019 dated February 08 2019 the Annual Secretarial Compliance

Report of the Company and the Secretarial Audit Report of Material Subsidiaries of theCompany which forms part of this Report and are uploaded on the website of the Companyi.e. www.polywood.org.

(c) Cost Auditor

As per the requirement of the Central Government and pursuant to section 148 of theCompanies Act 2013 read with Companies (Cost Records and Audit) Rules 2014 as amendedfrom time to time your company hereby confirms that the provision of this section is notapplicable hence your company needs not required to appoint cost auditor for thefinancial year 2021-22.

16. Internal Audit and Controls

Your Company has appointed Mr. Manohar Sharma Chartered Accountant as its InternalAuditor. During the year the Company continued to implement their suggestions andrecommendations to improve the control environment. Their scope of work includes review ofprocesses for safeguarding the assets of the Company review of operational efficiencyeffectiveness of systems and processes and assessing the internal control strengths inall areas. Internal Auditors findings are discussed with the process owners and suitablecorrective actions taken as per the directions of Audit Committee on an ongoing basis toimprove efficiency in operations.

17. Reporting of frauds

There was no instance of fraud during the year under review which required theStatutory Auditors to report to the Audit Committee and/or Board under section 143(12) ofthe Companies Act 2013 and Rules framed thereunder.

18. Vigil Mechanism/Whistle Blower Policy

In accordance with the provisions of the Companies Act 2013 and Listing RegulationsVigil Mechanism for directors and employees to report genuine concerns has beenestablished. The Vigil Mechanism provides for adequate safeguards against victimization ofpersons who use the Vigil Mechanism and direct access to the Chairperson of the AuditCommittee of the Board of Directors of the Company in appropriate or exceptional cases.The Vigil Mechanism Policy has been uploaded on the website of the Company atwww.polywood.org.

19. Risk Management

In today's economic environment Risk

Management is a very important part of business. The main aim of risk management is toidentify monitor and take precautionary measures in respect of the events that may poserisks for the business. The risk management framework is reviewed periodically by theBoard and the Audit Committee. Your Company has identified the following risks andsuccessfully mitigate risk arising from time to time:

(a) Covid-19 Pandemic

The Covid-19 pandemic continues to challenge business in every possible way andhas amplified existing risks. The pandemic has impacted consumer behavior growth plansand supply chains. The actions taken by various governments to contain the pandemic suchas closing of borders and lockdown restrictions have resulted in significant disruptionto people and businesses. Mitigation Strategies: In responding to this crisis ourprimary objective has been to ensure the safety of our employees and put in placemechanisms to protect the financial wellbeing of the Company and protect its long-termprospects.

(b) Macroeconomic and uncertainty in external environment

The Company's operations are exposed to economic risks commercial instability andglobal events beyond the control of the Company which might have adverse impact on it. Thebusiness may underperform as a result of the economic slowdown.

Mitigation Strategies: The Company's revenue stream is diversified from multigeographies thereby reducing its dependency on one market. Further it maintains strongbalance sheet liquidity position and relationship with stakeholders which enables it tomitigate any uncertainties.

(c) Commodity & Raw Material Price Risk Risk of price fluctuation on basic rawmaterials like PVC resin as well as finished goods used in the process of manufacturing.This may lead to rise in input cost in turn putting pressure on the Company's margin andprofitability.

Mitigation Strategies: Your Company commands excellent business relationship withsuppliers. In case of major fluctuation either upwards or downwards the matter will bemutually discussed and compensated both ways. Further its long-standing relationship withsuppliers gives the Company a better bargaining position. Moreover it's establishedpresence across the globe enables it to procure raw material from different geographies atcompetitive price.

(d) Quality Risk

Inability to maintain the quality of the products as well as adhered to relevantquality standards might have adverse impact on the Company's reputation as well asfinancial position.

Mitigation Strategies: Your Company adheres to stringent quality standards andensures that all its products are defect free and of superior quality. The Company hasalso received various quality certification.

(e) Competition Risk

Your Company is always exposed to competition Risk particularly from Chinese products.The increase in competition can create pressure on margins market share etc.

Mitigation Strategies: Over the years the Company has established itself asone of the most trusted companies in its sector by continuous efforts to enhance the brandimage of the Company by focusing on R&D quality cost timely delivery bestcustomer service and by introducing new product range commensurate with demands.

(f) Product Risk

The Company's inability to manufacture different products could hurt offtake.

Mitigation Strategies: The Company is engaged in the manufacturing of uPVC DoorsWindows PVC Profiles and D-Stona Sheets & mouldings. The wide portfolio of productswill enable the Company to cater to the different market segments thereby enhancingvisibility.

(g) Environment Risk

The Plastic industry is one of the environment concern industry in the country. Anychange in government regulation viz ban on plastic may hinder our manufacturing andrelated process which may adversely affect our business and financial condition of theCompany.

Mitigation Strategies: In the last 25 years your company has been an undeniablepart of the "Save Trees" campaign by bringing into the minds of the people touse of PVC and uPVC Products. The company has always focused on innovation &technology in order to actively support the concern "Save Trees" by providinghigh quality wood substitute and environment friendly products to its customers. Furthercompany has almost saved eight lakhs trees every year by providing wood substituteproducts.

(h) Human Resource Risk

A skilled and talented workforce is the key to an organization's success. Attrition andnon-availability of the required talent resource can affect the overall performance of theCompany.

Mitigation Strategies: Your Company's ability to deliver value is dependent on itsability to attract retain and nurture talent. By continuously benchmarking of the best HRpractices across the industry and carrying out necessary improvements to attract andretain the best talent. We regularly undertakes training and development programmes toenhance the skill of its employee. Further company also conducts health check-ups toensure the safety and wellbeing of its workforce. Also recruitment is across almost allstates of India which helps to mitigate this risk and we do not anticipate any major issuefor the coming years.

20. Extract of Annual Return

Pursuant to Section 134(3)(a) and Section 92(3) of the Act read with Companies(Management and Administration) Rules 2014 the Annual Return of the Company in FormMGT-7 has been placed on the Company's website viz. www.polywood.org.

21. 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

There are no material changes or commitments affecting the financial position of theCompany which have occurred between the end of the financial year and the date of thisReport other than the impact of COVID-19 on the business operations of the Companydetailed in this Report as well as Notes to the Financial Statements of the Company.

22. Details of significant and material orders passed by the regulators or courts ortribunals impacting the going concern status and company's operations in future

There are no significant and material orders passed by the Regulators/courts that wouldimpact the going concern status of the Company and its future operations.

23. Acceptance of Deposits

The Company has not accepted deposit from the public falling within the ambit ofSection 73 of the Companies Act 2013 and The Companies (Acceptance of Deposits) Rules2014.

24. Particulars of loans guarantees or investments

Details of Loan Guarantees and investments covered under the provisions of section 186of the Companies Act 2013 are given in the notes to Financial Statements forming part ofthe Annual Report.

25. Particulars of contracts or arrangements with related parties

All transactions entered with the Related Parties during the financial year were in theordinary course of business and on arm's length basis and do not attract the provisions ofsection 188 of the Companies Act 2013 and rules made there under. Thus disclosure inform AOC- 2 in terms of section 134 of the Companies Act 2013 is not required.

All related party transactions are placed before the Audit Committee for approval.Omnibus approval was obtained on a yearly basis for transactions which were repetitive innature. Related party transactions have been disclosed under the Note 44 of significantaccounting policies and notes forming part of the financial statements in accordance with"Ind AS". A statement in summary form of transactions with related parties inthe ordinary course of business and on arm's length basis is periodically placed beforethe Audit committee for review and recommendation to the Board for their approval.

The policy on Related Party Transactions as approved by the Board of Directors has beenuploaded on the website of the Company viz. www.polywood.org. None of the transactionswith related parties were in conflict with the interest of the Company. All thetransactions are in the normal course of business and have no potential conflict with theinterest of the Company at large and are carried out on an arm's length basis or fairvalue.

26. Listing with Stock Exchanges

The Equity shares of the Company are listed on the Bombay Stock Exchange.

27. Corporate Governance

As per Regulation 34(3) read with schedule V of the SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 a separate section on corporate governancepractices followed by the Company together with a certificate from the Company's Auditorsconfirming compliance and forms an integral part of this report.

28. Environment and Safety

The Company is conscious of the importance of environmentally clean and safeoperations. The Company Policy requires conduct of operations in such a manner so as toensure of all concerned compliances environmental regulations and preservation ofnatural resources. In the last 25 years "Polywood" has been an undeniable partof the "Save Trees" campaign by bringing in the minds of people the use of PVCProfiles which was only confined to European Countries earlier.

In order to prevent sexual harassment of women at work place an act The SexualHarassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013 hasbeen notified on 9th December 2013. Under the said Act every company isrequired to set up an Internal Complaints Committee to look into complaints relating tosexual harassment at workplace of any women employee.

The Company has been employing about eleven women employees in various cadres withinthe factory premises. Your Company has set up Internal Complaints Committee forimplementation of said policy. Complaints received if any are regularly monitored bywomen line supervisors who directly report to the Chairman & Managing Director. Duringthe financial year 2020-21 your company has not received any complaint of harassment andhence no compliant is outstanding as on March 31 2021 for redressal.

29. Corporate Social Responsibility (CSR)

The Company has a Corporate Social Responsibility (CSR) Policy in place and the samecan be accessed at www.polywood.org. The details about committee composition and terms ofreference of committee are given in Corporate Governance Report and forms integral part ofthis report. A ‘CSR Report' on activities undertaken by the Company and amount spenton them is attached as ANNEXURE ‘E' to this report. The justification for theshortfall amount spent on CSR activities has been provided in Annual Report on CSR.

30. Director's Responsibility Statement

To the best of knowledge and belief and according to the information and explanationsobtained by them your Directors make the following Statement referred to in clause (c) ofsub-section (3) of Section 134 of the Companies Act 2013:

(i) that in the preparation of the annual accounts the applicable Indian accountingstandards had been followed along with proper explanation relating to material departures;

(ii) 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;

(iii) the directors had taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of this Act for safeguardingthe assets of the company and for preventing and detecting fraud and other irregularities;

(iv) the annual accounts on a going concern basis; and

(v) that the directors had laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively.

(vi) that the directors had devised proper systems to ensure compliance with theprovisions of all applicable laws and that such systems were adequate and operatingeffectively.

31. 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).

32. Management Discussion and Analysis

Report

The Management Discussion and Analysis Report as required regulation 34(3) read withSchedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015is presented in the separate section forming part of this Annual Report.

33. Human Resources and Industrial Relations

The Company takes pride in the commitment competence and dedication of its employeesin all areas of the business. Your Company's management firmly believes that a strong andstable industrial relation is key to the success of your organization. Over the years themanagement has made sincere and continued efforts for the development of an atmosphere ofmutual cooperation confidence and respect duly recognizing the rights of the workers.The Company has a structured induction process at all locations and management developmentprograms to upgrade skills of managers. Objective appraisal systems based on key resultareas (KRAs) are in place for senior management staff.

During the year the Company organized training programmes in technical skillsbusiness excellence general management customer orientation safety values and code ofconduct. Considering the health and safety of employees and advisories orders anddirections issued by State and Central Governments to restrict the novel corona virus theCompany implemented a work from home policy to ensure employee safety. The HR departmentof the Company was continuously in touch with employees to guide and solve problems. Itcreated awareness regarding COVID-19 and educated employees about precautions. The Companyprepared a systematic operating plan to address COVID-19 after the lockdown is lifted.

The Company is committed to nurturing enhancing and retaining its top talent throughsuperior learning and organizational development. This is a part of our Corporate HRfunction and is a critical pillar to support the organization's growth and itssustainability in the long run.

34. Statutory Information and other Disclosures

As per section 134(3) of the Companies Act 2013 read with Rule 8(3) of the Companies(Accounts) Rules 2014 the information on conservation of energy technology absorptionand foreign exchange earnings and outgo is annexed in ANNEXURE ‘B' an integralpart of this report.

In terms of provisions of section 197(12) of the Companies Act 2013 read with Rule5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014is annexed as Annexure ‘C' and forms an integral part of this report. Astatement comprising the names of Top 10 employees in terms of remuneration drawn andevery persons employed throughout the year who were in receipt of remuneration in termsof Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel)Rules 2014 is annexed as Annexure ‘F' and forms an integral part of thisreport. The above annexure is not being sent along-with this Annual Report to the membersof the company in line with the provision of section 136 of the Companies Act. Members whoare interested in obtaining these particulars may write to the Company Secretary at theRegistered office of the Company. The aforesaid annexure is also available for inspectionby the members at the registered office of the Company 21 days before and up to the dateof the ensuring Annual General Meeting during the business hours on working days.

The Business Responsibility Reporting as required under Regulation 34(2) of the SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 is not applicable toyour company for the financial year 2020-21.

35. Compliance with Secretarial Standards

During the year under review your Company has complied with the applicable SecretarialStandards issued by the Institute of Company Secretaries of India.

36. Cautionary Statement

Statement in this Management's Discussion and Analysis detailing the Company'sobjectives projections estimates expectations or predictions are "forward-lookingstatements" within the meaning of applicable securities laws and regulations. Actualresults could differ materially from those expressed or implied. In addition to theforegoing changes in the macro-environment global pandemic like COVID-19 may pose anunforeseen unprecedented unascertainable and constantly evolving risk(s) inter-alia tothe Company and the environment in which it operates. The results of these assumptionsmade relying on available internal and external information are the basis fordetermining certain facts and figures stated in the report. Since the factors underlyingthese assumptions are subject to change over time the estimates on which they are basedare also subject to change accordingly. These forward-looking statements represent onlythe Company's current intentions beliefs or expectations and any forward-lookingstatement speaks only as of the date on which it was made. The Company assumes noobligation to revise or update any forward-looking statements whether as a result of newinformation future events or otherwise. Important factors that could make a differenceto the Company's operations include raw material availability and its prices global andIndian demand-supply conditions cyclical demand and pricing in the Company's principalmarkets changes in Government regulations tax regimes economic developments in Indiaand other factors such as litigation and labor negotiations.

37. Appreciation and Acknowledgments

Your Directors place on record their deep appreciation to employees at all levels fortheir hard work dedication and commitment. The Board places on record its appreciationfor the support and co-operation your company has been receiving from its SuppliersRetailers Dealers & Distributors and other associated with the Company. The Directorsalso take this opportunity to thank all Investors Clients Vendors Banks Government& Regulatory Authorities and Stock Exchange for their continued support.

For & on behalf of the Board
Sd/-
Digvijay Dhabriya
Chairman & Managing Director
DIN: 00519946
Jaipur August 13 2021

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