To All members
Your Directors are pleased to present the report of the business and operations of yourcompany along with the Audited Financial Statements for the year ended March 31 2018. Theconsolidated performance of the company and its subsidiary has been referred to whereverrequired.
RESULTS OF OUR OPERATIONS AND STATE OF AFFAIRS
| || || |
Rs in Lakhs except to per share data
|Particulars ||Consolidated ||Standalone |
| ||31.03.2018 ||31.03.2017 ||31.03.2018 ||31.03.2017 |
|Revenue from Operations ||38793.19 ||26413.25 ||13412.96 ||16169.02 |
|Other Income ||1609.85 ||426.36 ||624.39 ||55.78 |
|Total Income ||40403.03 ||26839.61 ||14037.35 ||16224.80 |
|Operating Profit ||7748.53 ||3654.15 ||1889.88 ||1910.35 |
|Profit before Exceptional items and Taxation ||4160.60 ||1971.53 ||1399.78 ||1135.46 |
|Exceptional item ||1280.42 ||-22.89 ||1140.5 ||- |
|Taxation ||(2151.03) ||(618.80) ||(1048.89) ||(397.42) |
|Profit after Tax ||3289.99 ||1329.83 ||1491.41 ||738.04 |
|Total Comprehensive Income for the year ||3279.82 ||1322.78 ||1490.31 ||730.14 |
|Earnings per share face value of H 10 each || || || || |
|-Basic (in H) ||13.72 ||6.25 ||6.23 ||3.45 |
|-Diluted (in H) ||13.72 ||6.25 ||6.23 ||3.45 |
Note: The above figures are extracted from the audited Standalone and Consolidatedfinancial statements prepared as per Indian Accounting
Standard (Ind AS).
Your Directors recommend a final dividend of Re 0.20 per equity share on the Company's142109985 equity shares of H2.00/- each for the year 2017-18. The final dividend on theequity shares if declared as above would entail an outflow of H342.64 lakhs towardsdividend and dividend tax thereon.
TRANSFER TO RESERVE:
No profit has been transfered to General Reserve.
SUBSIDIARIES & ASSOCIATES
Your Company has two wholly Owned Subsidiaries viz. Vector Projects
India Pvt Ltd and Uniply Blaze Pvt Ltd. Vector Projects India Pvt Ltd is India'slargest integrated turnkey interior solutions provider. Uniply Blaze Pvt Ltd wasincorporated by the company on February 13 2018 with objective to provide internetservice (ISP category).
M/s. Uniply Decor Ltd (Formerly known as UV Boards Ltd) has become an associate companyas of October 2017.
The detail with respect to Subsidiaries and Associate is slated in
CONSOLIDATED FINANCIAL STATEMENTS
As per the prescribed provisions of the Companies Act 2013 Rule thereon andAccounting Standard the Consolidated Financial Statements of the Company prepared formspart of this Annual Report.
DIRECTORS' 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 the applicableaccounting standards have been followed and that no material departures have been madefrom the same. b. That they have selected such accounting policies and applied themconsistently and made judgments and estimates that are reasonable and prudent so as togive a true and fair view of the state of affairs of the company at the end of thefinancial year and the profit or loss of the company for that period. c. That they havetaken proper and sufficient care for the maintenance of adequate accounting records inaccordance with the provisions of the Companies Act 2013 for safeguarding the assets ofyour company and for preventing and detecting fraud and other irregularities; d. That theyhave prepared the annual accounts on a going concern basis. e. That proper internalfinancial control is in place that the financial controls were adequate and wereoperating effectively. f. Proper systems to ensure compliance with the provisions of allapplicable laws were in place and there adequate and operating efficiently.
The authorized share capital and paid up Share Capital as on 31.03.2018 was H65 0000000/- (65000000 Equity shares of H10/- each) and H239071990/- (23907199 Equityshares of H10/- each respectively. However post preferential allotment of 4514798equity shares on 25.04.2018 and stock split which was approved by the shareholders on12.06.2018 the authorized share capital and paid up
Share Capital is H65 00 00000/- (325000000 Equity shares of H2/- each) andH284219970/- (142109985 Equity shares of H2/- each) respectively.
OUTLOOK EXPANSION AND STRATEGIC DEVELOPMENT
Uniply reported project wins in affordable housing to the tune of H636 crores.Currently the Company is executing two turnkey projects in Hyderabad (from design tobuild) of 2700 and 2200 homes of 350 sq. ft carpet area. The Company is also in theprocess of beginning work on a 4000 affordable home project in Jagtiyal Telengana.
Vector Projects India Pvt Ltd wholly owned subsidiary is India's largest integratedturnkey interior solutions provider. With an in-house team of 470 architects designersand project managers Vector has successfully delivered over 1500 projects covering over 15million square feet of area and installed over 300000 workstations and chairs. Vectoraims revenue growth of around 20% on year to year basis. Certain corporate actions thatwere announced during the year are under process.
CORPORATE SOCIAL RESPONSIBILITY
Corporate Social Responsibility encompassing much more than social outreachcontinuous to be an integral part of the company's activity.
The detailed CSR report is annexed as per annexure B
M/s. Lily & Geetha Associates Chartered Accountants 16 (Old No. 37) Akbarabad 2ndStreet Kodambakkam Chennai 600024 is the Statutory Auditor of the Company. TheAuditors have issued their Audit
Reports on audited financial accounts for the year 2017-18 without any qualification.
Credit Rating Information Services of India Limited (CRISIL) has assigned the creditrating for the Long-Term bank facilities of CRISIL BBB- (Stable) & Short-Termfacilities of CRISIL A3.
COST AUDIT/MAINTENANCE OF COST RECORDS
The company was not falling under criteria given for maintenance of Cost Record/CostAudit as per the Companies (Cost Records and Audit) Rules 2014. Hence costaudit/Maintenance of cost record was not conducted.
Pursuant to the provisions of Section 204 of the Companies Act 2013 and The Companies(Appointment and Remuneration of (Managerial Personnel) Rules 2014 the Company hasappointed M/s. P.K Panda & Co. Practicing Company Secretaries Chennai to undertakethe Secretarial Audit of the Company. The Report of the Secretarial Audit Report isannexed herewith as "Annexure C". The Secretarial Audit Report does not containany qualification reservation or adverse remark.
INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:
The Company has an Internal Control System commensurate with the size scale andcomplexity of its operations. The scope and authority of the Internal Audit function isdefined by the Audit Committee and delegated to Internal Auditor to maintain itsobjectivity and independence. The Internal Auditor reports to the Chairman of the AuditCommittee of the Board and to the Chairman & Managing Director. The Internal AuditorMr. G Sundaresan Cost Accountant monitors and evaluates the efficacy and adequacy ofinternal control system in the Company its compliance with operating systems accountingprocedures and policies at all locations of the Company and promptly informed themanagement on the lacking as and when required.
The Cash and cash equivalent as at March 31 2018 stands at H110.28 lakhs onstand-alone basis. The Company continues to focus on judicious management of its workingcapital receivables inventories and other working capital parameters were kept understrict check through continuous monitoring.
The Company has neither accepted nor renewed any Fixed Deposits from the public duringthe year under review.
PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS
Details of Loans Guarantees and Investments covered under the provisions of Section186 of the Companies Act 2013 are given in the notes to the Financial Statements.
DIRECTORS KMP & CHANGES THEREON
Mr. Srinivasan Sethuraman who had resigned from the post of Joint Managing Directorw.e.f October 1 2017 and re-appointed as Managing Director w.e.f. Febuary 14 2018 andthis is subject to the approval of shareholders in the ensuing Annual General Meeting.
Mr. Keshav Narayanan Kantamneni has resigned from the post of Managing Director w.e.f.February 14 2018 and continue as Executive Chairman.
Mr. Umesh Prabhakar Rao has appointed as Joint Managing Director of the Company w.e.fNovember 14 2017.
Mr. B V M Sarma has been appointed as Joint Managing Director w.e.f. May 29 2018.
Mr. Manohar Ramabtar Jhunjunwala has resigned from the post of Whole-time Director andDirector w.e.f. February 14 2018.
Mr. Raghuram Nath appointed as Company Secretary w.e.f. January 31 2018.
MEETING OF THE BOARD
During the year under review ten (10) Board Meetings were held. The details of theBoard Meetings with regard to their dates and attendance of each of the Directors thereathave been provided in the Corporate Governance Report.
MEETING OF THE COMMITTEE
The Board has various Committees such as Audit Committee Nomination and RemunerationCommittee Stakeholders' Relationship Committee Risk Management Committee and CSRCommittee. The details of each committee and their respective meetings have been providedin the Corporate Governance Report.
MEETINGS OF INDEPENDENT DIRECTORS
In terms of Schedule IV of the Companies Act 2013 and the Listing Regulations aseparate meeting of the Independent Directors of the Company was held on February 14 2018without the presence of
Executive Directors and members of the management wherein they inter alia discussed:
the performance of the Chairperson of the Company taking into account the viewsof Executive Directors and Non-executive Directors; and
the performance of Non-independent Directors and the Board as a whole; the quality quantity and timeliness of flow of information between the Company managementand the Board that is necessary for the Board to effectively and reasonably perform theirduties.
Pursuant to the provisions of The Companies Act 2013 and the SEBI (LODR) 2015 theBoard has carried out an annual performance evaluation of its own performance thedirectors individually as well as the evaluation of the working of its Audit Nomination& Remuneration and other Committees. The manner in which the evaluation has beencarried out has been explained in the Corporate Governance Report.
NOMINATION & REMUNERATION POLICY
The Board has on the recommendation of the Nomination & Remuneration Committeeframed a policy for selection and appointment of Directors Senior Management and theirremuneration.
The Nomination & Remuneration Policy is stated in Annexure-D.
FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS
The company has framed Familiarization Programme for Independent Directors pursuant toSEBI (LODR) 2015 and uploaded the same in the website of the Company. The web link toaccess the aforesaid programme is http://www.uniply.in/pdfexcel/INDEPEDENT_DIRECTORS_FAMILARISATION_PROGRAMME.pdf.
A calendar of Meetings is prepared and circulated in advance to the Directors. Duringthe year under review ten Board Meetings four Audit Committee Meetings and otherCommittee Meetings were convened and held. The details of which are given in the CorporateGovernance Report. The intervening gaps between the Meetings were within the periodprescribed under The Companies Act 2013.
PARTICULARS OF EMPLOYEES
The information required pursuant to Section 197(2) read with rule 5 of The Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 and the Informationrequired under section 197(12) of the Companies Act 2013 read with Rule 5(1) of theCompanies (Appointment and Remuneration of Managerial Personnel)
Rules 2014 is as per Annexure - E.
RELATED PARTY TRANSACTIONS
All related party transactions that were entered into during the financial year were onan arm's length basis and were in the ordinary course of business. There are no materiallysignificant related party transactions made by the Company with Promoters Directors KeyManagerial Personnel or other designated persons which may have a potential conflict withthe interest of the Company at large. However details need to be disclosed in Form AOC-2in same as disclosed to the note of the Financial Statement forms part of this AnnualReport.
The policy on Related Party Transactions as approved by the Board is uploaded on theCompany's website. The Web link for the same ishttp://www.uniply.in/pdf-excel/RELATED_PARTY_TRANSACTIONS_ POLICY.pdf.
VIGIL MECHANISM / WHISTLE BLOWER POLICY
The Company has a vigil mechanism/Whistle Blower Policy to deal with instance of fraudand mismanagement if any. The details of the vigil mechanism/Whistle Blower Policy isposted on the website of the Company and available in this web link:http://www.uniply.in/pdf-excel/WHISTLE_BLOWER_POLICY.pdf
EXTRACT OF ANNUAL RETURN
The details forming part of the extract of the Annual Return in form MGT 9 is annexedherewith as "Annexure F".
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO
The information on conservation of energy technology absorption and foreign exchangeearnings and outgo stipulated under Section 134(3)
(m) of The Companies Act 2013 read with Rule 8 of The Companies (Accounts) Rules2014 is annexed herewith as "Annexure G".
ENVIORNMENT & GREEN INITIATIVE
The Company is committed to the environment. The Company continues to upkeep effluentand chemical treatment plant besides green belt inside the factory premises. Continuouscheck of air and water pollution at manufacturing unit is made and monitored. Your companyis certified with FSC (Forest Stewardship Council) besides being an existing member ofIGBC.
During the year under review the foreign exchange earned by the company was H Nil andoutgo amounted to H50260641 on account of import of materials and foreign travelexpenses.
LISTING ON STOCK EXCHANGES
The Equity shares of the Company are listed on Bombay Stock
Exchange Ltd. (BSE) & National Stock exchange of India Limited (NSE) and necessarylisting fees have been paid upto date.
OBLIGATION OF COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTIONPROHIBITION AND REDRESSAL) ACT 2013.
In order to prevent sexual harassment of women at work place a new act The SexualHarassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013 hasbeen notified on December 9 2013. Under the said Act our company has constituted anInternal Complaints Committee to look into complaints relating to sexual harassment atwork place of any women employee. During the year under review the committee has notreceived or disposed any complaint relating to sexual harassment at work place of anywomen employee.
Your Company treats its "human resources" as one of its most importantassets.
Your Company continuously invests in attraction retention and development of talent onan ongoing basis. A number of programmes that provide focused people attention arecurrently underway. Your Company thrust is on the promotion of talent internally throughjob rotation and job enlargement.
During the Year under review Your Company enjoyed cordial relationship with workersand employees at all levels.
TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND
Your Company did not have any funds lying unpaid or unclaimed for a period of sevenyears. Therefore there were no funds which were required to be transferred to InvestorEducation and Protection Fund (IEPF).
CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION & ANALYSIS REPORTS.
The Corporate Governance and Management Discussion & Analysis Report which form anintegral part of this Report are set out as separate Annexures together with theCertificate from the auditors of the Company regarding compliance with the requirements ofCorporate Governance as stipulated in SEBI (LODR) Regulations 2015.
Pursuant to Section 110 of the Companies Act 2013 read with Companies (Management andAdministration) Rules 2014 the company had sought approvals by way of postal ballotand/or e-voting towards the following: On August 11 2017 1) To approve and ratifyrelated parties transactions 2) To authorize Board of Directors to make investment loan& Guarantee upo H500 crors 3) To sale plywood business under slum sale basis and 4) Toalter Object Clause in the Memorandum of Association incorporating civil constructionbusiness with Mechanical
Electrical & Plumbing AND interior and exterior works and the same were approved bythe shareholders on September 19 2017.
On April 25 2018 - 1) To authorise Board of Directors to provide loan and investmentupto H1500 crores 2) To alter object clause in the Memorandum of Association adding"Forging Business" 3) To approve split/sub division of equity shares of H10/-each to H2/- each and 4) To alter capital clause of Memorandum of Association on slpitshares from H10/- each to H2/- each. These were approved by the shareholders on13.06.2018.
EXTRA-ORDINARY GENERAL MEETING
An Extra-ordinary General Meeting of the Members of M/s. Uniply
Industries Limited was held on 28th day of February 2018 to approve the followingbusiness and the same were approved with requisite majority.
1) to increase the authorized share capital of the company from H25.00 crores to H65.00crores and to amend the Memorandum &
Articles of Association of the company
2) to issue and allotment upto 4843630 equity shares to promoter and non-promotersunder preferential allotment basis and 3) to issue and allotment of 9735920 convertibleshare warrants to promoter and non-promoters under preferential allotment basis.
Your Directors place on record their deep appreciation to employees at all levels fortheir hard work dedication and commitment. The enthusiasm and unstinting efforts of theemployees have enabled the Company to remain a leading player in the industry. The Boardplaces on record its appreciation for the support and co-operation your Company has beenreceiving from its suppliers redistribution stockists retailers business partners andothers associated with the Company as its trading partners. Your Company looks upon themas partners in its progress and has shared with them the rewards of growth. It will be theCompany's endeavor to build and nurture strong links with the trade based on mutuality ofbenefits respect for and co-operation with each other consistent with consumerinterests. The Directors also take this opportunity to thank all Investors ClientsVendors Banks Government and Regulatory Authorities and Stock Exchanges for theircontinued support.
| ||For and on behalf of the Board of Directors || |
|Place: Chennai ||Keshav Narayan Kantamneni ||Srinivasan Sethuraman |
|Date: August 14 2018 ||Chairman ||Managing Director |