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Duroply Industries Ltd.

BSE: 516003 Sector: Others
NSE: N.A. ISIN Code: INE932D01010
BSE 00:00 | 27 May 118.60 4.75
(4.17%)
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116.50

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119.50

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114.00

NSE 05:30 | 01 Jan Duroply Industries Ltd
OPEN 116.50
PREVIOUS CLOSE 113.85
VOLUME 2260
52-Week high 162.00
52-Week low 55.65
P/E
Mkt Cap.(Rs cr) 77
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 116.50
CLOSE 113.85
VOLUME 2260
52-Week high 162.00
52-Week low 55.65
P/E
Mkt Cap.(Rs cr) 77
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Duroply Industries Ltd. (DUROPLYINDUST) - Director Report

Company director report

Your Directors are pleased to present the 64th Annual Report of DuroplyIndustries Limited along with the Audited Financial Statements for the financial yearended March 31 2021.

FINANCIAL RESULTS (Rs in Lakhs)
PARTICULARS As on 31.03.2021 As on 31.03.2020
Turnover 18132.08 20653.60
Other Income 195.35 78.28
Profit before finance charges Tax Depreciation/ Amortization (PBITDA) 36.45 653.31
Less: Finance Charges 1008.26 748.83
Profit before Depreciation/ Amortization (PBTDA) (971.81) (95.52)
Less: Depreciation 323.54 308.94
Profit before Tax and Exceptional Items (1295.35) (404.46)
Net profit before taxation (PBT) (484.91) (231.76)
Provision for taxation (239.78) 175.84
Profit/ (Loss) after Taxation (PAT) (245.13) (407.60)
Other Comprehensive Income (21.14) (38.08)
Total Comprehensive Income (266.27) (445.68)

STATE OF COMPANY'S AFFAIRS

During the year under review the Company has achieved a net turnover of Rs 181.32Crores as against Rs 206.54 Crores in the preceding financial year a decrease of 12.21%.The company has incurred a net loss of Rs 2.66 Crores as against a net loss of Rs 4.46Crores in the preceding year.

Plywood Segment revenue decreased from Rs 184.98 Crores to Rs 162.41 Crores i.e. adecrease of 12.20%. Tea Segment revenue during the year was Rs 18.91 crores as against Rs21.56 Crores in the preceding financial year representing a decrease of 12.29%.

DIVIDEND

Due to loss during the year under review the Directors regret their inability torecommend any dividend for the financial year ended March 31 2021.

RESERVES

Due to loss no amount is proposed to be transferred to general reserve for the yearended March 31 2021.

SHARE CAPITAL

The paid up Equity Share Capital as on March 31 2021 was Rs 6.46 Crores. During theyear under review the Company has neither issued any shares or any convertibleinstruments nor has bought back any of its securities.

CHANGES IN THE NATURE OF BUSINESS

There was no change in the nature of the business of the Company during the year otherthan tea processing business of the Company was sold as mentioned below.

SLUMP SALE OF TEA PROCESSING BUSINESS

During the year under review the Company has executed business transfer agreement withTeloijan Techno Agro Limited for transfer of the tea processing business of the Company byway of slump sale on going concern basis. For the Financial Year 2020-21 the TeaProcessing Business had a turnover of Rs 18.91 Crore which is approximately 10.43 % of thetotal turnover of the Company.

BORROWINGS

The total borrowings stood at Rs 6616.61 Lakhs as at March 31 2021 as against Rs5603.34 Lakhs as on March 31 2020 i.e. an increase of Rs 1013.27 Lakhs.

DEPOSITS

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 the “Listing 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 Smt. Sheela Chitlangia (DIN: 000174354) Non-Executive Directorof the Company retires by rotation at the ensuing Annual General Meeting and beingeligible offered herself for re-appointment.

Cessation

As on the date of this Report Shri Sohan Lal Yadav (DIN: 00207333) Non-Executive(Non- Independent) Director of the Company has resigned and ceased to be a Director of theCompany effective close of business hours of May 6 2021. The Board places on record itsappreciation for his invaluable contribution and guidance.

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(1)(b) of theListing Regulations.

The Board is of the opinion that the Independent Directors of the Company possessrequisite qualifications experience and expertise in the fields of finance peoplemanagement strategy auditing tax and risk advisory services banking financialservices investments; and they hold highest standards of integrity.

The Independent Directors of the Company have registered themselves with the IndianInstitute of Corporate Affairs (‘IICA') as required under Rule 6 of Companies(Appointment and Qualification of Directors) Rules 2014. The Independent Directors of theCompany have served for more than three years on board of listed entities and hence shallnot be required to pass the online proficiency self-assessment test as per the proviso toRule 6(4) of Companies (Appointment and Qualification of Directors) Rules 2014.

BOARD MEETINGS

During the year under review five Board Meetings were convened and held. The detailsof which are given in Corporate Governance Report forming part of this Report. The maximuminterval between any two meetings was within the maximum allowed gap pursuant to theCompanies Act 2013 and Listing Regulations read with the Circulars issued by MCA and SEBIwith respect to increase in the gap and extension for holding meetings pursuant toCOVID-19 pandemic.

ANNUAL EVALUATION OF BOARD ITS COMMITTEES AND INDIVIDUAL DIRECTORS

Annual evaluation of Board its performance Committees and individual Directorspursuant to applicable provisions of the Companies Act 2013 and applicable regulations ofthe Listing Regulations were carried out.

The performance of the Board was evaluated after seeking inputs from all the Directorspresent in the meeting on the basis of criteria such as the board composition andstructure effectiveness of board processes information and functioning etc.

The Board and Nomination & Remuneration Committee had evaluated / reviewed theperformance of individual Directors on the basis of criteria such as the contribution ofthe individual Director to the board and committee meetings like preparedness on theissues to be discussed meaningful and constructive contribution and inputs in meetingsetc.

The Securities and Exchange Board of India vide circular SEBI /HO /CFD /CMD/ CIR/2017/004 dated January 05 2017 issued a Guidance Note on Board Evaluation about variousaspects involved in the Board Evaluation process to benefit all stakeholders. Whileevaluating the performance the above guidance note was considered. Performance evaluationof

Independent Directors was carried out by the entire board excluding the IndependentDirector being evaluated. A meeting of the Independent Director for the FY 2020-21 washeld on February 10 2021 to review the performance of the Non-Independent Directors andperformance of the Board as a whole on the parameters of effectiveness and to assess thequality quantity and timeliness of the flow of information between the Management and theBoard. The same were discussed in the board meeting that followed the meeting of theIndependent Directors at which the performance of the board its committees andindividual Directors were also discussed. The Directors expressed their satisfaction withthe evaluation process.

MANAGERIAL REMUNERATION

The information required pursuant to Section 197(12) 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 “Annexure2”.

SUBSIDIARIES JOINT VENTURES & ASSOCIATE COMPANIES

As on March 31 2021 the company is not having any associate subsidiary or jointventure.

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

Details of Loans Guarantees and Investments covered under Section 186 of the CompaniesAct 2013 are given in the notes to the financial statements.

REMUNERATION POLICY

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 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.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 March 31 2021 theapplicable accounting standards have been followed along with proper explanation relatingto 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 March 31 2021 andof 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 March 31 2021 ona ‘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.

CORPORATE GOVERNANCE

The Company has in place the SEBI guidelines pertaining to Corporate Governance. TheCorporate Governance Report giving the details as required under the Listing Regulationsis given separately as “Annexure 4”.

The Corporate Governance Certificate for the financial year ended on March 31 2021issued by CA Vivek Agarwal partner of M/s S K Agrawal And Co Chartered Accountants LLPChartered Accountants Statutory Auditors of the Company is also attached herewith as “Annexure5”.

Certificate Pursuant to Regulation 17(8) of the Listing Regulations is attachedherewith as “Annexure 6”.

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 the Listings Regulations while two non-mandatory Committees have been constituted toassist it in the management of the day-to-day affairs of the Company and to increase theefficacy of governance. The Board has adopted charters setting forth the roles andresponsibilities of each of the Committees. The Board has constituted following Committeesto deal with matters and to monitor activities falling within their respective terms ofreference:-

MANDATORY COMMITTEES

Audit Committee

Nomination and Remuneration Committee Stakeholders Relationship Committee

NON-MANDATORY COMMITTEES

Investor Committee Borrowing 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.

AUDITORS

STATUTORY AUDITORS

As on the date of this Report we have received intimation from our Statutory AuditorsM/s. S K Agrawal and Co Chartered Accountants (Firm Registration No. 306033E) regardingthe change in constitution of their firm to LLP i.e. M/s. S K Agrawal and Co CharteredAccountants has been converted to M/s. S K Agrawal And Co Chartered Accountants LLPChartered Accountants (Firm Registration No. 306033E/E300272) with effect from December31 2020 and that from December 31 2020 the audit of the Company will be done by to M/s.S K Agrawal And Co Chartered Accountants LLP Chartered Accountants. There will be nochange in the constituent of the partners of the said firm and the audit of the financialstatements of the Company shall be done by the same partner of the new renamed firm as wasdone earlier.

The statutory auditors of your Company namely M/s. S K Agrawal And Co CharteredAccountants LLP Chartered Accountants (Firm Registration No. 306033E/E300272) (Formerlyknown as : M/s. S K Agrawal & Co.) were appointed for a period of five years at theAnnual General Meeting held on September 19 2017. The Companies (Amendment) Act 2017 haswaived the requirement for ratification of the appointment by the members at every AnnualGeneral Meeting. Hence the approval of the members is not being sought for there-appointment of the statutory auditor and in line with their resolution of appointmentpassed at the Annual General Meeting held on September 19 2017 the statutory auditorwill continue to hold office till the conclusion of the 65th Annual GeneralMeeting of the Company. The statutory auditor confirmed their eligibility and submittedthe certificate in writing that they are not disqualified to hold the office of thestatutory auditors. The report given by the statutory auditors on the financial statementsof the Company is part of the Annual Report. There is no qualification reservationadverse remark or disclaimer given by the 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) of theCompanies Act 2013 & Rules made thereunder.

SECRETARIAL AUDITORS

Pursuant to the provisions of Section 204 of the Companies Act 2013 read withCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 Ms. RashmiSharma Practicing Company Secretary was appointed as the Secretarial Auditor of theCompany for the Financial Year 2020-2021. The Secretarial Audit report for the financialyear ended March 31 2021 is attached herewith as “Annexure 7”.

The Board has noted the observation made by the Secretarial Auditor and is takingconstant steps to strengthen the processes to avoid recurrence of the same.

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 year2021-2022.

COST AUDITORS

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 BSE Limited. The Company has paidthe listing fee to the BSE Limited for the year 2021-2022.

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 “Annexure8” attached herewith.

ANNUAL RETURN

Pursuant to the provisions of Section 92(3) read with Section 134(3) (a) of theCompanies Act 2013 the Annual Return as on March 31 2021 is available at the web link:https://www.duroply.in/siteassets/pdf/Form_MGT_7_Draft.pdf

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

The Company provides a safe and conducive work environment to its employees and hasadopted a policy on prevention prohibition and redressal of sexual harassment atworkplace in line with the provisions of the Sexual Harassment of Women at Workplace(Prevention Prohibition and Redressal) Act 2013 and the rules framed thereunder.Internal Complaints Committees have been constituted to enquire into complaints and torecommend appropriate action wherever required in compliance with the provisions of thesaid Act.

During the year under review no complaint was reported to the Committee.

COVID-19 IMPACT ON THE COMPANY

As Members are aware since March 2020 the Country/World has been seeing the impactdue to COVID-19 pandemic. With a significant increase in number of cases in early 2020the Government has been taking various measures including a national lockdown for threemonths to contain the virus which in turn affected economic activity in the Country. YourCompany has taken various measures to monitor and mitigate the effects of COVID-19 suchas safety and health measures for employees (e.g. social distancing personal hygienework from home) and securing the supply of materials that are essential for productionprocess and virtual technology in testing commissioning etc. to ensure businesscontinuity.

The Second wave of COVID-19 has hit the country like tsunami and has badly affected thehuman life medical facilities and economy of the Country. The situation became grave inApril 2021 resulting lockdown by many states governments in India. The sudden spike ofCOVID cases pushed the Indian Economy into a technical recession due to deadly pandemicwave. Employee safety remained the Company's priority.

ISO CERTIFICATION

The Company's factory at Rajkot Gujarat have been certified ISO 14001:2004 forEnvironmental Management Systems Standards.

ACKNOWLEDGEMENT

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.

Registered Office :
9 Parsee Church Street
Kolkata 700 001

For and on behalf of the Board

SUDEEP CHITLANGIA SUJIT CHAKRAVORTI
Managing Director Director
Date : June 24 2021 (DIN : 00093908) (DIN : 00066344)

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