To All members
Your Directors have pleasure in presenting the 30th Annual Report onthe business and operations of your Company along with the Audited Statement of Accountsfor the year ended March 31 2018.
The highlights of the financial results of the Company for the yearended March 31 2018 as compared with the previous year are given below:
|PARTICULARS || |
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(Rupees in lakhs)
|Revenue from operation || |
|Other income || |
|Total Income || |
|Profit before Interest & Depreciation || |
|Profit / (Loss) before Taxation || |
|Profit/(Loss) after Taxation || |
|EPS || |
The revenue from operation mainly represents the revenue generated postacquisition of manufacturing units from Uniply Industries Ltd. effective from 01.10.2017.The first six month's financial of the Plywood business is reflected in the books ofaccounts of Uniply Industries Ltd.
SUBSIDIARIES & ASSOCIATES
The Company does not have any Subsidiary & Associate concernsduring the year.
Keeping in mind the minimum profit to conserve resources towards futurefinancial requirements Your Directors express their inability to declare any dividend.
TRANSFER TO RESERVE
During the year under review no profit has been transferred to General
The Company has not accepted any deposits during the year. performance
DIRECTOR'S RESPONSIBILITY STATEMENT
In compliance with section 134(3) (c) of the Companies Act 2013 your
Directors confirm: a. That in the preparation of Annual Accounts theapplicable accounting standards have been followed and that no material departures havebeen made from the same. b. That they have selected such accounting policies and appliedthem for the year under review and need consistently and made judgments and estimates thatare reasonable and prudent so as to give a true and fair view of the state of affairs ofthe Company at the end of the financial year and of the profit or loss of the Company forthat period. c. That they have taken proper and sufficientcare for the maintenance ofadequate accounting records in accordance with the provisions of the Companies Act2013for safeguarding the assets of your
Company and for preventing and detecting fraud and otherirregularities; d. That they have prepared the annual accounts on a going concern basis.e. that proper internal financial controls were in place and that the financial controlswere adequate and were operating effectively f. that systems to ensure compliance with theprovisions of all applicable laws were in place and were adequate and operatingeffectively
The authorized share capital and paid up Share Capital as on 31.03.2018is H300000000/- (150000000 Equity shares of H 2/- each) and H244685700/-(122342850 Equity shares of H2/- each respectively. During the year under review theCompany has allotted 107100000 Equity shares of H2/- each.
DIRECTORS KMP & CHANGES THEREIN:
Based on the confirmations received from Directors none of theDirectors are disqualified from appointment under Section 164 of the
Companies Act 2013.
Keshav Narayan Kantamneni Srinivasan Sethuraman Ramesh Kumar Malpaniand Manohar Ramabtar Jhunjunwala Ramgopal Lakshmi Ratan & Reena Bathwal joined asDirectors on 26.06.2017.
N. Iyyappan & Jitender Pareek Whole-time Directors resigned w.e.f.26.06.2017 Mr. George Ninan and Mr. Sunil Kumar Deo have appointed as
Chief Financial Officer and Company Secretary respectively w.e.f.
23.10.2017. Rashmi Ranjan Parida has resigned from the post of CFOw.e.f. 23.10.2017
Pursuant to the provisions of the Companies Act 2013 and SEBI (LODR)2015 the Board has carried out an annual performance evaluation of its own performancethe directors individually as well as the evaluation of the working of its AuditNomination & Remuneration and other Committees. The manner in which the evaluation hasbeen carried out has been explained in the Corporate Governance Report.
NOMINATION & REMUNERATION POLICY
The Board has on the recommendation of the Nomination &Remuneration Committee framed a policy for selection and appointment of Directors SeniorManagement and their remuneration. The brief terms of reference of Nomination &Remuneration Committee is stated in corporate governance report. The link to accessNomination
& Remuneration Policy is https://www.uniplydecor.com/docs/policy/
FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS
The Company has framed Familiarization Programme for IndependentDirectors pursuant to SEBI (LODR) 2015 and uploaded the same in the website of theCompany. The web link to access the aforesaid programmeishttps://www.uniplydecor.com/docs/policy/UDL-
A calendar of Meetings is prepared and circulated in advance to theDirectors. During the year under review 13 Board Meetings 6 Audit Committee Meetings andother Committee Meetings were convened and held. The details of which are given in theCorporate Governance Report. The intervening gaps between the Meetings were within theperiod prescribed under the Companies Act 2013.
MEETINGS OF INDEPENDENT DIRECTORS
In terms of Schedule IV of the Companies Act 2013 and the SEBI (LODR)2015 a separate meeting of the Independent Directors of the
Company was held on 14.02.2018 without the presence of Executive
Directors and members of the management wherein they inter aliadiscussed: llthe performance of the Chairperson of the Company taking into accountthe views of Executive Directors and Non-Executive
Directors; and llthe performance of Non-Independent Directorsand the Board as a whole; llthe quality quantity and timeliness of flow ofinformation between the Company management and the Board that is necessary for the Boardto effectively and reasonably perform their duties.
COST AUDIT / MAINTENANCE OF COST RECORDS
The Company was not falling under criteria given for maintenance ofCost Record/Cost Audit as per the Companies (Cost Records and Audit) Rules 2014. Hencecost audit/Maintenance of cost record was not conducted.
Pursuant to the provisions of Section 204 of the Companies Act 2013and The Companies (Appointment and Remuneration of (Managerial Personnel) Rules 2014 theCompany has appointed M/s. Lakshmi Subramanian & Associates Practicing CompanySecretaries Chennai to undertake the Secretarial Audit of the Company. The Report of the
Secretarial Audit Report is annexed herewith as "Annexure A".The Report does not contain any qualification reservation or adverse remark.
EXTRACT OF ANNUAL RETURN
The details forming part of the extract of the Annual Return in formMGT 9 is annexed herewith as "Annexure B".
PARTICULARS OF EMPLOYEES
Particulars of employees as per section 197 of the Companies Act 2013read with rule 5 (2) & (3) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 need to be furnished is NIL. The Information which arerequired to be disclosed on Annual Report under section 197(12) of the Companies Act 2013read with Rule 5(1) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules 2014 is stated in Annexure-C.
STATUTORY AUDITORS & THEIR REPORT
At the Annual General Meeting held on September 27 2017 M/s. Lily& Geetha Associates Chartered Accountants were appointed as
Statutory Auditors of the Company to hold office till the conclusion of
34th Annual General Meeting of the Company. In terms of proviso ofSection 139 of the companies Act 2013 the appointment of Auditors shall be placed atevery Annual General Meeting. Accordingly the appointment of M/s. Lily & GeethaAssociates Chartered Accountants as Statutory Auditors of the Company is placed forratification by the shareholders. In this regard the Company has received a certificatefrom Auditors to the effect that if they are reappointed it would be in accordance withprovisions of Section 141 of the Companies Act 2013. The Audit Report for the year2017-18 issued by the Statutory Auditors does not have any qualification/adverse remarks.
OPEN OFFER FOR ACQUIRING 26% SHAREHOLDING BY M/S. UNIPLY INDUSTRIESLIMITED AND CHANGE OF PROMOTER
Open offer given by Uniply Industries Limited on 11.08.2017 iscompleted and accordingly Uniply Industries Limited currently holds 45771359 equityshares and is the promoter of the Company.
Your Company had passed a resolution through Postal Ballotreclassifying Uniply Industries Limited as promoter of the Company and erstwhile promoterDugar Mercandise Pvt Ltd became a public shareholder w.e.f. 28.05.2017.
Further the Company had also passed resolutions through Postal ballotnotice dated 11.08.2017 for (a) increasing share capital of the Company from H4.00 crs toH30.00 crs (b) issue / allot upto 108000000 equity shares and to promoter andnon-promoters under preferential allotment basis and (c) to approve related partytransaction.
Further the Company had also passed resolutions through Postal ballotnotice dated 02.11.2017 for (a) Change of name of the Company from UV Boards Limited toUniply Decor Limited and consequent change in Memorandum & Articles of Association ofthe Company and (b) Sale &
Lease back fixed assets of the Company.
INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:
The Company has an Internal Control System commensurate with the sizescale and complexity of its operations. The scope and authority of the Internal Auditfunction is defined by the Audit Committee and delegated to Internal Auditor to maintainits objectivity and independence. The Internal Auditor reports to the Chairman of theAudit Committee of the Board and to the Whole time Director of the Company.
The Internal Auditor M/s. N. Sivashankaran & Co Cost Accountantsmonitors and evaluates the efficacy and adequacy of internal control system in theCompany its compliance with operating systems accounting procedures and policies at alllocations of the Company and promptly informed the management on the lacking as and whenrequired.
Cash and cash equivalent as at March 31 2018 is H56.20 lakhs. TheCompany continues to focus on judicious management of its working capital. Receivablesinventories and other working capital parameters were kept under strict check throughcontinuous monitoring.
PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS
Details of Loans Guarantees and Investments covered under theprovisions of Section 186 of the Companies Act 2013 are given in the notes to theFinancial Statements.
LISTING ON STOCK EXCHANGES
The Equity shares of the Company are listed on Bombay Stock
Exchange Ltd. (BSE) and necessary listing fee has been paid up to date.
RELATED PARTY TRANSACTIONS
All related party transactions that were entered into during thefinancial year were on an arm's length basis and were in the ordinary course of relatedparty transactions business.There are no materially significant made by the Company withPromoters Directors Key Managerial Personnel or other designated persons which may havea potential conflict with the interest of the Company at large. However details need to befurnished in Form AOC-2 in same as disclosed in the Notes to the Financial Statementsforms part of this Annual Report.
The policy on Related Party Transactions as approved by the Board isuploaded on the Company's website. The Web link for the sameishttps://www.uniplydecor.com/docs/policy/UDL-RELATED%20PARTY%20TRANSACTION%205%20POLICY.pdf.
None of the Directors has any pecuniary relationships or transactionsvis--vis the Company.
VIGIL MECHANISM / WHISTLE BLOWER POLICY
The Company has a vigil mechanism/Whistle Blower Policy to deal withinstance of fraud and mismanagement if any. The details of the vigil mechanism/WhistleBlower Policy is posted on the website of the
Company and available in this web link: https://www.uniplydecor.com/docs/policy/UDL-WHISTLE%20BLOWER%20POLICY.pdf.
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGEEARNINGS AND OUTGO
The information on conservation of energy technology absorption andforeign exchange earnings and outgo stipulated under Section 134(3)
(m) of the Companies Act 2013 read with Rule 8 of The Companies
(Accounts) Rules 2014 is annexed herewith as "Annexure D".
During the year under review the foreign exchange earned by the
Company was HNil and outgo amounted to H105459261 on account ofimport and foreign travel expenses.
OBLIGATIONOFCOMPANYUNDERTHESEXUALHARASSMENT OF WOMEN AT WORKPLACE(PREVENTION PROHIBITION AND REDRESSAL) ACT 2013.
In order to prevent sexual harassment of women at work place a new actThe Sexual Harassment of Women at Workplace (Prevention Prohibition and Redressal) Act2013 has been notified
9 2013. Under the said Act our company has constituted an Internal
Complaints Committee to look into complaints relating to sexualharassment at work place of any women employee. During the year under review thecommittee has not received or disposed any complaints relating to sexual harassment atwork place of any women employee.
Your Company treats its "human resources" as one of its mostimportant assets.
Your Company continuously invests in attraction retention anddevelopment of talent on an ongoing basis. A number of programs that provide focusedpeople attention are currently underway. Your Company thrust is on the promotion of talentinternally through job rotation and job enlargement.
During the Year under review Your Company enjoyed cordial relationshipwith workers and employees at all levels.
TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND
Pursuant to the provisions of the Investor Education Protection Fund(Uploading of information regarding unpaid and unclaimed amounts lying with companies)Rules 2012 the Company has already filed the necessary form and uploaded the details ofunpaid and unclaimed amounts lying with the Company for a period of seven years as on thedate of last AGM (i.e. 27.09.2017) with the Ministry of Corporate Affairs. The dates bywhich the unpaid or unclaimed dividend amounts will be transferred to IEPF are as under:
|Financial Year || |
Date of Declaration
Rate of Dividend per share
Due date for transfer to IEPF
|2011-2012 || |
|2012-2013 || |
CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION & ANALYSIS REPORT.
The Corporate Governance and Management Discussion & AnalysisReport which form an integral part of this Report are set out as separate Annexurestogether with the Certificate from the auditors of the Company regarding compliance withthe requirements of Corporate Governance as stipulated in SEBI (LODR) 2015.
Your Company wholly recognizes undying concern for ecofriendlyenvironment continued efforts and worthy contribution to make this planet a safer place.
The Company is committed to the environment. The Company continues toupkeep effluent and chemical treatment plant. Continuous check of air and water pollutionat manufacturing unit is made and monitored.
CORPORATE SOCIAL RESPONSIBILITY
Corporate Social Responsibility encompassing much more than socialoutreach continuous to be an integral part of the Company's activity. Since the provisionis not applicable to the Company during the year under review the detailed CSR report isnot given.
Your Directors take this occasion to express their gratitude forsupport and co-operation received from financial institutions Central and stategovernments SEBI stock exchange vendors valued customers and stakeholders. Yourdirectors also express their gratefulness of the efforts put in by the workers andemployees of the Company at all levels.
Place: Chennai Date: 14.08.2018
For Uniply Decor Limited
|Srinivasan Sethurman || |
Ramesh Kumar Malpani
|Managing Director || |
Joint Managing Director