Your Directors present their 63rd Annual Report together with the AuditedAccounts for the year ended 31st March 2020.
|PARTICULARS ||As on 31.03.2020 ||As on 31.03.2019 |
|Turnover ||20653.60 ||22848.49 |
|Other Income ||78.28 ||72.48 |
|Profit before finance charges Tax Depreciation/ Amortization (PBITDA) ||653.31 ||1057.61 |
|Less: Finance Charges ||748.83 ||708.78 |
|Profit before Depreciation/ Amortization (PBTDA) ||(95.52) ||348.83 |
|Less: Depreciation ||308.94 ||222.69 |
|Profit before Tax and Exceptional Items ||(404.46) ||126.14 |
|Net profit before taxation (PBT) ||(231.76) ||126.14 |
|Provision for taxation ||175.84 ||27.91 |
|Profit/ (Loss) after Taxation (PAT) ||(407.60) ||98.23 |
|Other Comprehensive Income ||(38.08) ||(74.19) |
|Total Comprehensive Income ||(445.68) ||24.04 |
STATE OF COMPANY'S AFFAIRS
During the year under review the Company has achieved a net turnover of Rs 206.54Crores as against Rs 228.48 Crores in the preceding financial year a decrease of 9.60%.The company has incurred a net loss of Rs. 4.46 Crores as against a net profit of Rs 0.24Crores in the preceding year.
Plywood Segment revenue decreased from Rs 202.63 Crores to Rs 184.98 Crores i.e. adecrease of 8.71%. Tea Segment revenue during the year was Rs 21.56 crores as against Rs25.85 Crores in the preceding financial year representing a decrease ofl6.60%.
CHANGES IN THE NATURE OF BUSINESS
There was no change in the nature of the business of the Company during the year.
Due to loss during the year under review the Directors regret their inability torecommend any dividend for the financial year ended 31st March 2020.
Due to loss no amount is proposed to be transferred to general reserve for the yearended 31st March 2020.
The paid up Equity Share Capital as on 31st March 2020 was Rs 6.46 Crores.During the year under review the Company has neither issued any shares or any convertibleinstruments nor has bought back any of its securities.
The total borrowings stood at Rs 5603.34 Lakhs as at 31st March 2020 asagainst Rs 4958.86 Lakhs as on 31st March 2019 i.e. an increase of Rs 644.48Lakhs.
The Company has not accepted any deposits from public during the year and as suchthere is no outstanding deposit in terms of Companies (Acceptance of Deposits) Rules2014.
CORPORATE SOCIAL RESPONSIBILITY
The provisions of Section 135 of the Companies Act 2013 regarding Corporate SocialResponsibility are not attracted to the Company. However the Company has been over theyears pursuing as part of its corporate philosophy an unwritten CSR policy voluntarilylike providing scholarship to poor brilliant students sponsoring sports program etc.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
As required under Regulation 34(2) of the Securities and Exchange Board of India(Listing Obligations and Disclosure Requirements) Regulations 2015 (hereinafter referredas SEBI Regulations) the Management Discussion and Analysis Report isattached herewith as Annexure-1.
DIRECTORS AND KEY MANAGERIAL PERSONNEL Retirement by Rotation
In accordance with the provisions of Section 152(6) and other applicable provisions ofthe Companies Act 2013 Shri Sudeep Chitlangia (DIN: 00093908) Managing Director of theCompany retires by rotation at the ensuing Annual General Meeting and being eligibleoffered himself for re-appointment.
Appointment/Re-appointment of Directors
Pursuant to the provisions of Sections 196 197 203 and any other applicableprovisions if any read with Schedule V of the Companies Act 2013 and the Companies(Appointment & Remuneration of Managerial Personnel) Rules 2014 and any otherapplicable rules if any including any statutory modification(s) or re-enactment thereoffor the time being in force and applicable clauses of the Articles of association of thecompany and subject to the approval of the members Shri Sudeep Chitlangia (DIN:00093908)whose term was expiring on 31st March 2020 has been re-appointed as ManagingDirector of the Company liable to retire by rotation by the board in its meeting held on12th February 2020 for a period of 3 (three) years with effect from 1stApril 2020 till 31st March 2023.
DECLARATION BY INDEPENDENT DIRECTORS
The Company has received declaration from each of the Independent Directors underSection 149(7) of the Companies Act 2013 that they meet the criteria of independencelaid down in Section 149(6) of the Companies Act 2013 and Regulation 16 of SEBIRegulations.
During the year under review four Board Meetings were convened and held. The detailsof which are given in Corporate Governance Report forming part of this Report. Theprovisions of the Companies Act 2013 and SEBI Regulations were adhered to whileconsidering the time gap between two meetings.
ANNUAL EVALUATION OF BOARD ITS COMMITTEES AND INDIVIDUAL DIRECTORS
Pursuant to the provisions of the Companies Act 2013 and the SEBI Regulations astructured questionnaire was prepared after taking into consideration the various aspectsof the Board's functioning composition of the Board and its Committees cultureexecution and performance of specific duties obligations and governance.
The performance evaluation of the Directors was completed during the year under review.The Independent Directors of the Company have held one meeting during the year on February12 2020 without the presence of Non-Independent Directors and members of the managementto review the performance of Non-Independent Directors and the Board of Directors as awhole; review the performance of the Managing Director of the Company and to assess thequality quantity and timeliness of flow of information between the management and theBoard of Directors.
The Board ofDirectors expressed their satisfaction with the evaluation process.
The information required pursuant to Section 197 read with Rule 5 of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 in respect ofmanagerial personnel and employees of the company are attached herewith as Annexure-2.
SUBSIDIARIES JOINT VENTURES & ASSOCIATE COMPANIES
As on 31st March 2020 the company is not having any associate subsidiaryor joint venture.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTY
All related party transactions that were entered into during the financial year underreview were at arm's length basis and were in the ordinary course of business. There areno materially 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. Accordingly there is no transaction tobe reported in Form AOC-2.
All related party transactions are placed before the Audit Committee and also the Boardfor approval. The detail of the policy on Related Party Transactions as approved by theBoard of Directors and Audit Committee is available on the Company's websitewww.duroply.in.
VIGIL MECHANISM/WHISTLE BLOWER POLICY
The Company has in place a Vigil Mechanism/Whistle Blower Policy to deal with unethicalbehavior and to provide a framework to promote responsible and secured reporting ofundesired activities. The Vigil Mechanism/ Whistle Blower Policy is available on thewebsite of the Company at www.duroply.in. During the year no case was reported under thispolicy.
PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS
The Company has not given any guarantees or given new loans or made any new investmentsin securities of any other body corporate during the year under review. Details of theexisting loans and investments made by the Company are given in the notes to the financialstatements.
The Company has formulated a policy on director's selection and appointment payment ofremuneration directors qualifications positive attributes independence of directorsselection and appraisal of performance of Key Managerial Personnel and Senior Managementand their remuneration and other related matters as applicable under Section 178(3) of theCompanies Act 2013. The Company's Criteria for payment of remuneration to the NonExecutive Directors and Familiarization Programme undertaken for Independent Directors areavailable on the Company's website www.duroply.in and the Remuneration Policy isseparately attached herewith as Annexure-3.
RISK MANAGEMENT POLICY
The Company has a defined risk management framework to identify assess monitor andmitigate risks involved in its business. The Company understands that risk evaluation andrisk mitigation is an ongoing process within the organization and is fully committed toidentify and mitigate the risks in the business. The Company has formulated andimplemented a risk management policy in accordance with SEBI Regulations to identify andmonitor business risk and assist in measures to control and mitigate such risks. Inaccordance with the policy the risk associated with the Company's business is alwaysreviewed by the management team and placed before the Audit Committee. The Audit Committeereviews these risks on periodical basis and ensures that mitigation plans are in place.The Board is briefed about the identified risks and mitigation plans undertaken.
The risk management policy as approved by the Board of Directors is available on theCompany's website www.duroply.in.
INTERNAL FINANCIAL CONTROL
The Company has adequate internal control procedures commensurate with its size andnature of business. The objective of these procedures is to ensure efficient use andprotection of the Company's resources accuracy in financial reporting and due complianceof statutes and corporate policies and procedures. The Internal Financial Control (IFC)system ensures that all assets are safeguarded and protected and that the transactions areauthorised recorded and reported correctly.
Necessary certification by the Statutory Auditors in relation to Internal FinancialControl u/s 143(3) (i) of the Companies Act 2013 forms part of the Audit Report.
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to the requirement under Section 134(3)(c) of the Companies Act 2013 withrespect to Directors' Responsibility Statement it is hereby confirmed:
(i) That in the preparation of the accounts for the year ended 31st March2020 the applicable accounting standards have been followed along with proper explanationrelating to material departures if any;
(ii) That the Directors have selected such accounting policies and applied themconsistently and made judgments and estimates that were reasonable and prudent so as togive a true and fair view of the state of affairs of the Company as at 31stMarch 2020 and of the profit/loss of the Company for the year on that date;
(iii) That the Directors have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of the Companies Act 2013for safeguarding the assets of the Company and for preventing and detecting fraud andother irregularities;
(iv) That the Directors have prepared the accounts for the year ended 31stMarch 2020 on a going concern' basis.
(v) That the Directors have laid down internal financial controls to be followed by theCompany and such internal financial controls are adequate and are operating effectively.
(vi) That the Directors incorporated proper systems to ensure compliance with theprovisions of all applicable laws was in place and were adequate and operatingeffectively.
The Company has in place the SEBI guidelines pertaining to Corporate Governance. TheCorporate Governance Report giving the details as required under SEBI Regulations is givenseparately as Annexure-4.
The Corporate Governance Certificate forthe year ended on31st March 2020issued by Mr. Vivek Agarwal partner of M/s S. K. Agrawal & Co. Chartered AccountantsStatutory Auditors ofthe Company is also attached herewith as Annexure-5.
Shri Sudeep Chitlangia the Managing Director has given his certificate under SEBIRegulations regarding compliance with the Code of Conduct of the Company for the yearended 31st March 2020 which is attached herewith as Annexure-6.Certificate Pursuant to Regulation 17(8) of the SEBI Regulations is attached herewith as Annexure-7.
COMMITTEES OF BOARD OF DIRECTORS
As on the date of this Report the Board has five Committees out of which three havebeen mandatorily constituted in compliance with the requirements of Companies Act 2013and SEBI Regulations while two non-mandatory Committees have been constituted to assist itin the management of the day-to-day affairs of the Company and to increase the efficacy ofgovernance. The Board has adopted charters setting forth the roles and responsibilities ofeach of the Committees. The Board has constituted following Committees to deal withmatters and to monitor activities falling within their respective terms of reference:-
Nomination and Remuneration Committee
Stakeholders Relationship Committee
Details of composition of the above Committees their terms of reference number ofmeetings held during the year attendance therein and other related aspects are providedin the Corporate Governance Report forming part of the Annual Report. There has been noinstance where the Board has not accepted the recommendations of its Committees.
Pursuant to the provisions of Section 139 of the Companies Act 2013 and Rules madethereunder M/s. S. K. Agrawal & Co. Chartered Accountants (Firm RegistrationNo.306033E) were appointed as the Statutory Auditors of the Company at the Annual GeneralMeeting held on 19th September 2017 for aterm offive consecutive years.
There are no qualifications reservations or adverse remarks or disclaimers made byM/s. S. K. Agrawal & Co. Chartered Accountants (Firm Registration No.306033E)Statutory Auditors in their report.
The Statutory Auditors has not reported any incident of fraud to the Audit Committee ofthe Company during the year under review as required under section 143(12) ofthe CompaniesAct 2013 & Rules made thereunder.
Pursuant to the provisions of Section 204 of the Companies Act 2013 read withCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 Ms. RashmiSharma Company Secretary was appointed as the Secretarial Auditor of the Company for theFY 2019-2020. The Secretarial Audit report for the financial year ended 31stMarch 2020 is attached herewith as Annexure-8. The said report doesnot contain any qualification reservation or adverse remarks.
Based on the consent received and on recommendation of the Audit Committee the Boardhas re-appointed M/s. Rashmi Sharma as the secretarial auditor for the financial year2020-21.
Company is required to maintain Cost Records as specified by the Central Governmentunder sub-section (1) of Section 148 of the Companies Act 2013 and accordingly suchaccounts and records are made and maintained.
Pursuant to provisions of Companies Act 2013 and the Rules thereunder requirement ofCost Audit is not applicable to the Company.
INVESTOR EDUCATION & PROTECTION FUND
The provisions of Section 125(2) of the Companies Act 2013 is not applicable for theCompany as no dividend was declared in the last financial year.
STOCK EXCHANGE LISTING
The Equity Shares of the Company are listed at the Bombay Stock Exchange Limited. TheCompany has paid the listing fee to the Bombay Stock Exchange Limited for the year2020-2021.
ENERGY CONSERVATION TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
The information pertaining to Conservation of Energy Technology Absorption and ForeignExchange Earnings and Outgo as required under Section 134(3)(m) of the Companies Act 2013read with Rule 8(3) of the Companies (Accounts) Rules 2014 is furnished in Annexure-9attached herewith.
Pursuant to the Provisions of Section 92(3) of the Companies Act 2013 the extractofAnnual Return as on 31st March 2020 in the prescribed form MGT - 9 isattached herewith as Annexure - 10 and the same has been placed on thewebsite of the Company and can be accessed at www.duroply.in.
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
No material change and commitment affecting the financial position of the Company haveoccurred between the end of the financial year to which the financial statements relateand the date of the Report.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS
There are no significant material orders passed by the Regulators/Courts which wouldimpact the going concern status of the Company and its future operations.
DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITION &REDRESSAL) ACT 2013
As required by the Sexual Harassment of Women at Workplace (Prevention Prohibition& Redressal) Act 2013 the Company has formulated and implemented a policy onprevention of sexual harassment at the workplace. During the year under review nocomplaint was reported to the Board.
COVID-19 IMPACT ON THE COMPANY
The outbreak of the deadly Covid-19 pandemic followed by the lockdown in the countryhas adversely affected the business operations of the Company. Due to the rapid spread ofthe Covid-19 in the Country the health of the employees and workers of the Company hasbecome priority of the Company over the business operations. This unproductive lockdown isresulting in the financial burden for the Company. Covid-19 is significantly impacting theperformance of FY 20-21 and the company is working on various cost savings initiatives toreduce the impact. These measures are targeted at improving productivity and optimizingmanufacturing cost.
The Company's factory at Rajkot Gujarat have been certified ISO 14001:2004 forEnvironmental Management Systems Standards.
Your Directors place on record their gratitude to the dealers agents suppliersinvestors and bankers for their continued support co-operation and their valuableguidance to the Company and for their trust reposed in the Company's management. YourDirectors also place on record their sincere appreciation to employees at all levels fortheir hard work dedication and continuous contribution to the Company.
| ||For and on behalf of the Board |
| ||SUJIT CHAKRAVORTI |
| ||Director |
|Registered Office: ||(DIN: 00066344) |
|9 Parsee Church Street || |
|Kolkata - 700001 ||SUDEEP CHITLANGIA |
| ||Managing Director |
|Date : 03rd July 2020 ||(DIN: 00093908) |