To the Members
Your Directors present their 62nd Annual Report together with the Audited Accounts for the year ended 31st March 2019.
(Rs. in Lakhs)
|PARTICULARS||As on 31.03.2019*||As on 31.03.2018|
|Profit before finance charges Tax Depreciation/ Amortization (PBITDA)||1057.61||426.02|
|Less: Finance Charges||708.78||719.45|
|Profit before Depreciation/ Amortization (PBTDA)||348.83||(293.43)|
|Profit before Tax and Exceptional Items||126.14||(488.55)|
|Net profit before taxation (PBT)||126.14||(488.55)|
|Provision for taxation||27.91||-|
|Profit/ (Loss) after Taxation (PAT)||98.23||(488.55)|
|Other Comprehensive Income||(74.19)||(11.88)|
|Total Comprehensive Income||24.04||(500.43)|
*The figures are not comparable with the previous year figures as P S Plywood Products Pvt. Ltd. is amalgamated with the Company vide National Company Law Tribunal Kolkata Bench Kolkata (NCLT) Order dated 10th August 2018. The current year figures represent the merged figures of both the companies.
STATE OF COMPANY'S AFFAIRS
During the year under review the Company has achieved a net turnover of Rs. 228.48 Crores as against ' 221.37 Crores in the preceding financial year an increase of 3.21%. The company has earned a net profit of Rs. 0.24 Crores as against a net loss of Rs. 5.00 Crores in the preceding year.
Plywood Segment revenue increased from ' 200.05 Crores to ' 202.63 Crores i.e. an increase of 1.29%. Tea Segment revenue during the year was ' 25.85 Crores as against ' 21.32 Crores in the preceding financial year representing an incline of 21.25%.
CHANGES IN THE NAME OF THE COMPANY
During the year under review the Company changed its name to Duroply Industries Limited vide the ROC Certificate of Incorporation dated 13th December 2018.
CHANGES IN THE NATURE OF BUSINESS
There was no change in the nature of the business of the Company during the year.
Due to inadequate profit and past losses the Directors regret their inability to recommend any dividend for the year ended 31st March 2019.
Due to inadequacy of profit no amount is proposed to be transferred to general reserve for the year ended 31st March 2019.
The paid up Equity Share Capital as on 31st March 2018 was ' 4.52 Crores. During the year under review the Company has issued 1942857 equity shares of Rs. 10 each to the shareholders of P S Plywood Products Pvt. Ltd. consequent upon amalgamation. As on 31st March 2019 the paid up Equity Share Capital was Rs. 6.46 Crores.
AMALGAMATION OF P S PLYWOOD PRODUCTS PVT. LTD. WITH THE COMPANY
During the year under review National Company Law Tribunal (NCLT) Kolkata Bench Kolkata vide their order dated 10th August 2018 passed the order of amalgamation of P S Plywood Products Pvt. Ltd. with the Company. Accordingly all the assets and liabilities of P S Plywood Products Pvt. Ltd. has been transferred to the Company.
The total borrowings stood at ' 4958.86 Lacs as at 31st March 2019 as against ' 5393.98 Lacs as on 31st March 2018 i.e. a decrease of Rs. 435.12 Lacs.
The Company has not accepted any deposits from public during the year and as such there is no outstanding deposit in terms of Companies (Acceptance of Deposits) Rules 2014.
CORPORATE SOCIAL RESPONSIBILITY
The provisions of Section 135 of the Companies Act 2013 regarding Corporate Social Responsibility are not attracted to the Company. However the Company has been over the years pursuing as part of its corporate philosophy an unwritten CSR policy voluntarily like 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 referred as SEBI Regulations) the Management Discussion and Analysis Report is attached 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 of the Companies Act 2013 Smt. Sheela Chitlangia (DIN: 00174354) Director of the Company retires by rotation at the ensuing Annual General Meeting and being eligible offered herself for re-appointment.
Appointment/Re-appointment of Directors
Shri Ratan Lal Gaggar Shri Probir Roy Shri Sujit Chakravorti and Shri Kali Kumar Chaudhuri Independent Non-Executive Directors of the Company whose term have expired on 31st March 2019 are hereby re-appointed as an Independent NonExecutive Directors of the Company to hold office for second term of five consecutive years with effect from 1st April 2019 to 31st March 2024 and whose office shall not be liable to retire by rotation.
DECLARATION BY INDEPENDENT DIRECTORS
The Company has received declaration from each of the Independent Directors under Section 149(7) of the Companies Act 2013 that they meet the criteria of independence laid down in Section 149(6) of the Companies Act 2013 and Regulation 16 of SEBI Regulations.
During the year under review five Board Meetings were convened and held. The details of which are given in Corporate Governance Report forming part of this Report. The provisions of the Companies Act 2013 and SEBI Regulations were adhered to while considering 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 accordance with the above said policy and expressed satisfaction on the evaluation process and the performance 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 of managerial 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 in the Corporate Governance Report forming a part of this Report. There has been no instance where the Board has not accepted the recommendations of the Audit Committee.
SUBSIDIARIES JOINT VENTURES & ASSOCIATE COMPANIES
The Company was having one associate Company namely M/s P. S. Plywood Products Pvt. Ltd. at the end of the year 31st March 2018. However the same is amalgamated with the Company vide NCLT order dated 10th August 2018. As on 31st March 2019 the company is not having any associate subsidiary or joint venture.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTY
All related party transactions that were entered into during the financial year under review were at arm's length basis and were in the ordinary course of business. There are no materially significant related party transactions made by the Company with Promoters Directors Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large. Accordingly there is no transaction to be reported in Form AOC-2.
All related party transactions are placed before the Audit Committee and also the Board for approval. The detail of the policy on Related Party Transactions as approved by the Board of Directors and Audit Committee is available on the Company's website www.duroply.in.
VIGIL MECHANISM/WHISTLE BLOWER POLICY
The Company has in place a Vigil Mechanism/Whistle Blower Policy to deal with unethical behavior and to provide a framework to promote responsible and secured reporting of undesired activities. The Vigil Mechanism/ Whistle Blower Policy is available on the website of the Company at www.duroply.in . During the year no case was reported under this policy.
PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS
The Company has not given any guarantees or given new loans or made any new investments in securities of any other body corporate during the year under review. Details of the existing loans and investments made by the Company are given in the notes to the financial statements.
NOMINATION & REMUNERATION COMMITTEE
The composition and terms of reference of the Nomination and Remuneration Committee have 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 of remuneration directors qualifications positive attributes independence of directors selection and appraisal of performance of Key Managerial Personnel and Senior Management and their remuneration and other related matters as applicable under Section 178(3) of the Companies Act 2013. The Company's Criteria for payment of remuneration to the Non Executive Directors and Familiarization Programme undertaken for Independent Directors are available on the Company's website www.duroply.in and the Remuneration Policy is separately attached herewith as Annexure-3.
STAKEHOLDERS RELATIONSHIP COMMITTEE
The composition and terms of reference of the Stakeholders Relationship Committee have been 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 and mitigate risks involved in its business. The Company understands that risk evaluation and risk mitigation is an ongoing process within the organization and is fully committed to identify and mitigate the risks in the business. The Company has formulated and implemented a risk management policy in accordance with SEBI Regulations to identify and monitor business risk and assist in measures to control and mitigate such risks. In accordance with the policy the risk associated with the Company's business is always reviewed by the management team and placed before the Audit Committee. The Audit Committee reviews 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 the Company's website www.duroply.in.
INTERNAL FINANCIAL CONTROL
The Company has adequate internal control procedures commensurate with its size and nature of business. The objective of these procedures is to ensure efficient use and protection of the Company's resources accuracy in financial reporting and due compliance of statutes and corporate policies and procedures. The Internal Financial Control (IFC) system ensures that all assets are safeguarded and protected and that the transactions are authorised recorded and reported correctly.
Necessary certification by the Statutory Auditors in relation to Internal Financial Control 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 with respect to Directors' Responsibility Statement it is hereby confirmed:
(i) That in the preparation of the accounts for the year ended 31st March 2019 the applicable accounting standards have been followed along with proper explanation relating to material departures if any;
(ii) That the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March 2019 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 of adequate accounting records in accordance with the provisions of the Companies Act 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
(iv) That the Directors have prepared the accounts for the year ended 31st March 2019 on a `going concern' basis.
(v) That the Directors have laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and are operating effectively.
(vi) That the Directors incorporated proper systems to ensure compliance with the provisions of all applicable laws was in place and were adequate and operating effectively.
The Company has in place the SEBI guidelines pertaining to Corporate Governance. The Corporate Governance Report giving the details as required under SEBI Regulations is given separately as Annexure-4.
The Corporate Governance Certificate for the year ended on 31st March 2019 issued by Mr. Vivek Agarwal partner of M/s S. K. Agrawal & Co. Chartered Accountants Statutory Auditors of the Company is also attached herewith as Annexure-5.
Shri Sudeep Chitlangia the Managing Director has given his certificate under SEBI Regulations regarding compliance with the Code of Conduct of the Company for the year ended 31st March 2019 which is attached herewith as Annexure-6. Certificate Pursuant to Regulation 17(8) of the SEBI Regulations is attached herewith as Annexure-7.
Pursuant to the provisions of Section 139 of the Companies Act 2013 and Rules made thereunder M/s. S. K. Agrawal & Co. Chartered Accountants (Firm Registration No.306033E) were appointed as the Statutory Auditors of the Company at the Annual General Meeting held on 19th September 2017 for a term of five consecutive years.
There are no qualifications reservations or adverse remarks or disclaimers made by M/s. S. K. Agrawal & Co. Chartered Accountants (Firm Registration No.306033E) Statutory Auditor in their report.
The Statutory Auditor has not reported any incident of fraud to the Audit Committee of the Company during the year under review as required under section 143(12) of the Companies Act 2013 & Rules made thereunder.
Pursuant to the provisions of Section 204 of the Companies Act 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 Ms. Rashmi Sharma Company Secretary was appointed as the Secretarial Auditor of the Company for the FY 2018-19. The Secretarial Audit report for the financial year ended 31st March 2019 is attached herewith as Annexure-8. The said report does not contain any qualification reservation or adverse remarks.
Based on the consent received and on recommendation of the Audit Committee the Board has re-appointed Ms. Rashmi Sharma as the secretarial auditor for the FY 2019-20.
Company is required to maintain Cost Records as specified by the Central Government under sub-section (1) of Section 148 of the Companies Act 2013 and accordingly such accounts and records are made and maintained.
Pursuant to provisions of Companies Act 2013 and the Rules thereunder requirement of Cost 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 the Company 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. The Company has paid the listing fee to the Bombay Stock Exchange Limited for the year 2019-2020.
ENERGY CONSERVATION TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
The information pertaining to Conservation of Energy Technology Absorption and Foreign Exchange Earnings and Outgo as required under Section 134(3)(m) of the Companies Act 2013 read with Rule 8(3) of the Companies (Accounts) Rules 2014 is furnished in Annexure-9 attached herewith.
The Annual Return of the Company has been placed on the website of the Company and can be accessed at www.duroply.in.
MATERIAL CHANGES AND COMMITMENTS IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT
No material change and commitment affecting the financial position of the Company have occurred between the end of the financial year to which the financial statements relate and 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 would impact 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 on prevention of sexual harassment at the workplace. During the year under review no complaint was reported to the Board.
The Company's factory at Rajkot Gujarat have been certified ISO 14001:2004 for Environmental Management Systems Standards.
Your Directors place on record their gratitude to the dealers agents suppliers investors and bankers for their continued support co-operation and their valuable guidance to the Company and for their trust reposed in the Company's management. Your Directors also place on record their sincere appreciation to employees at all levels for their hard work dedication and continuous contribution to the Company.
|For and on behalf of the Board|
|Registered Office:||(DIN: 00066344)|
|9 Parsee Church Street|
|Kolkata - 700001||SUDEEP CHITLANGIA|
|Date : 30th May 2019||(DIN: 00093908)|