To the Members
Your Directors present their 61st Annual Report together with the AuditedAccounts for the year ended 31st March 2018. FINANCIAL RESULTS Rs in Lakhs
| || |
|Particulars ||As on 31.03.2018 ||As on 31.03.2017 ||As on 31.03.2018 ||As on 31.03.2017 |
|Turnover ||22137.16 ||22617.63 ||22137.16 ||22617.63 |
|Other Income ||67.32 ||64.32 ||67.32 ||64.32 |
|Profit before finance charges Tax Depreciation/ Amortization (PBITDA) ||426.02 ||336.46 ||426.02 ||336.46 |
|Less: Finance Charges ||719.45 ||715.39 ||719.45 ||715.39 |
|Profit before Depreciation/ Amortization (PBTDA) ||(293.43) ||(378.93) ||(293.43) ||(378.93) |
|Less: Depreciation ||195.12 ||180.61 ||195.12 ||180.61 |
|Profit before Tax and Exceptional Items ||(488.55) ||(559.54) ||(488.55) ||(559.54) |
|Add: Exceptional Item (Profit of Sale of Property) ||- ||371.57 ||- ||371.57 |
|Net profit before taxation (PBT) ||(488.55) ||(187.97) ||(488.55) ||(187.97) |
|Provision for taxation ||- ||- ||- ||- |
|Profit/ (Loss) after Taxation (PAT) ||(488.55) ||(187.97) ||(488.55) ||(187.97) |
|Share of profit of Associate ||- ||- ||6.42 ||5.51 |
|Other Comprehensive Income ||(11.88) ||(54.80) ||(11.88) ||(54.80) |
|Total Comprehensive Income ||(500.43) ||(242.77) ||(494.00) ||(237.26) |
STATE OF COMPANY'S AFFAIRS
During the year under review the Company has achieved a net turnover of ' 221.37Crores as against ' 226.18 Crores in the preceding financial year a decrease of 2.13%.The company has incurred a net loss of Rs 5.00 Crores as against a net loss of ' 2.43Crores in the preceding year.
Plywood Segment revenue decreased from ' 203.03 Crores to ' 200.05 Crores i.e. adecrease of 1.47%. Tea Segment revenue during the year was ' 21.32 crores as against '23.14 Crores inthe preceding financial year representing a decline of7.87%.
CHANGES IN THE NATURE OF BUSINESS
There was no change in the nature of the business of the Company during the year.
In absence ofprofit the Directors regret their inability to recommend any dividendforthe year ended 31st March 2018. RESERVES
Due to inadequacy of profit no amount is proposed tobe transferred to general reservefor the year ended 31st March 2018. SHARE CAPITAL
The paid up Equity Share Capital as on 31st March 2018 was ' 4.52 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 ' 5620.96 Lakhs as at 31st March 2018 asagainst ' 5611.89 Lakhs as on 31st March 2017 i.e. a increase of ' 9.07Lakhs.
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-1st.
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 Sohan Lal Yadav (DIN:00207333) Director of the Companyretires by rotation at the ensuing Annual General Meeting and being eligible offeredhimself for re-appointment.
Appointment/Re-appointment of Directors
Shri Sohan Lal Yadav was appointed as Whole time Director of the Company for threeyears with effect from 1st April 2015 and the same expired on 31stMarch 2018. Thereafter he has been appointed as Non-Executive Director of the Companywith effect from 1st April 2018.
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 independence laiddown in Section 149(6) of the Companies Act 2013 and Regulation 16 of ListingRegulations.
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
During the year under review the Board carried out annual evaluation in accordancewith the above said policy and expressed satisfaction on the evaluation process and theperformance of all the Directors the Committees and the Board as a whole.
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"
The composition and terms of reference of the Audit Committee have been furnished inthe Corporate Governance Report forming a part of this Report. There has been no instancewhere the Board has not accepted the recommendations of the Audit Committee.
SUBSIDIARIES JOINT VENTURES & ASSOCIATE COMPANIES
The Company is having one associate Company namely M/s P. S. Plywood Products PrivateLimited as on 31st March 2018. A Statement containing salient features of thefinancial statements of the Company's associate is furnished in Form AOC-1 and enclosedherewith as "Annexure-3".
CONSOLIDATED FINANCIAL STATEMENTS
In accordance with Section 129(3) of the Companies Act 2013 the Company has prepareda consolidated financial statement of the Company and its associate company as a part ofthe Annual Report.
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 are no transactionto be 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 websiteHREF="http://www.sardaplywood.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.sardaplywood.in . During the year no case was reportedunder this policy.
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.
NOMINATION & REMUNERATION COMMITTEE
The composition and terms of reference of the Nomination and Remuneration Committeehave been furnished in the Corporate Governance Report forming a part of this Report.
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 is available on the Company's website www.sardaplywood.in and theRemuneration Policy is separately attached herewith as "Annexure-4"
STAKEHOLDERS RELATIONSHIP COMMITTEE
The composition and terms of reference of the Stakeholders Relationship Committee havebeen furnished in the Corporate Governance Report forming a part of this Report.
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 Listing Regulations to identifyand monitor 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.sardaplywood.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 March2018 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 2018 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 2018 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-5".
The Corporate Governance Certificate for the year ended 31st March 2018issued by Mr. Vivek Agarwal partner of M/s S. K. Agrawal & Co. Chartered AccountantsStatutory Auditors of the Company is also attached herewith as "Annexure-6".
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 2018 which is attached herewith as "Annexure-7".Certificate Pursuant to Regulation 17(8) of the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 is attached herewith as "Annexure-8"
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 a term of five consecutive yearssubject to ratification by members at every consequent Annual General Meeting. Howeverpursuant to the provisions of the Companies Amendment Act 2017 enforced on 711'May 2018 the concept of ratification of appointment of auditor at each Annual GeneralMeeting is being removed.
The report given by the auditors on the financial statements of the Company is part ofthe Annual Report. There is no qualification reservation or adverse remark made by thestatutory auditors in their report nor have they reported any instances of fraud underSection 143 (12) of the Companies Act 2013.
Pursuant to the provisions of Section 204 of the Companies Act 2013 read withCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 M/s A. K.Labh & Co Company Secretaries was appointed as the Secretarial Auditor ofthe Companyfor the FY 2017-18. The Secretarial Audit report for the financial year ended 31stMarch 2018 is attached herewith as "Annexure-9" The said report does notcontain any qualification reservation or adverse remarks.
Based on the consent received and on recommendation of the Audit Committee the Boardhas appointed M/s. Rashmi Sharma & Co. as the Secretarial Auditor for the FY 2018-19.
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 year2018-2019.
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-10" attached herewith.
EXTRACT OF ANNUAL RETURN
Pursuant to the provisions of Section 92(3) of the Companies Act 2013 read with Rule12(1) of the Companies (Management and Administration) Rules 2014 the extract of AnnualReturn as on 31st March 2018 in the prescribed form MGT-9 is attached herewithas "Annexure-11st.
AMALGAMATION OF P S PLYWOOD PRODUCTS PVT. LTD. WITH THE COMPANY
During the year under review National Company Law Tribunal (NCLT) Kolkata BenchKolkata vide their order dated 28fll July 2017 had directed the Company tohold meetings of Shareholders Secured and Unsecured Creditors of Transferor andTransferee Company to consider the Scheme of Amalgamation of P S Plywood Products Pvt.Ltd. with the Company. Mr. Atul Kumar Labh Practicing Company Secretary was appointed asthe Chairman of the meetings. The Scheme was duly approved by the majority of Shareholdersand Secured and Unsecured creditors in their respective meetings held on 11thand 12th October 2017. Now the application is lying with the NCLT KolkataBench for its approval.
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.
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 : 28th May 2018 ||(DIN:00093908) |