You are here » Home » Companies » Company Overview » Uniply Industries Ltd

Uniply Industries Ltd.

BSE: 532646 Sector: Others
NSE: UNIPLY ISIN Code: INE950G01023
BSE 00:00 | 03 May Uniply Industries Ltd
NSE 05:30 | 01 Jan Uniply Industries Ltd
OPEN 3.86
PREVIOUS CLOSE 3.97
VOLUME 94414
52-Week high 3.97
52-Week low 0.00
P/E
Mkt Cap.(Rs cr) 67
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 3.86
CLOSE 3.97
VOLUME 94414
52-Week high 3.97
52-Week low 0.00
P/E
Mkt Cap.(Rs cr) 67
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Uniply Industries Ltd. (UNIPLY) - Director Report

Company director report

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 2020. 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

31.03.2020 31.03.2019 31.03.2020 31.03.2019
Revenue from Operations 30149.28 46857.54 22822.22 17193.18
Other Income 3502.87 3622.79 4116.32 345.545
Total Income 33652.14 50480.33 26938.54 20648.63
Operating Profit 1502.95 9984.48 1492.74 3890.42
Profit before Exceptional items and Taxation -2779.96 5587.02 -315.01 2723.18
Exceptional item -505.00 332.82 -505.00 -2.01
Taxation -604.93 -1969.44 28.47 -890.01
Profit after Tax -2843.30 3950.40 -848.48 1831.16
Total Comprehensive Income for the year -2842.53 3943.01 -848.48 1836.14
Earnings per share
- Basic (in Rs.) -1.71 2.60 -0.51 1.21
- Diluted (in Rs.) -1.70 2.12 -0.51 0.99

Note: The above figures are extracted from the audited Standalone and Consolidatedfinancial statements prepared as per Indian Accounting Standard (Ind AS).

PERFORMANCE OVERVIEW

During the fiscal year ended 31st March 2020 consolidated gross revenue decline by33%. Consolidated Profit after tax attributable to owners is Rs (28.00) Crores for theyear 2020 compared to Profit of Rs 39.00 Crores for the previous year. The decrease inrevenue and reporting of loss is mainly due to negligible operation during 2ndhalf of the year.

TRANSFER TO RESEVE:

No profit has been transferred to General Reserve.

SUBSIDIARIES & ASSOCIATES

As on March 31 2020 your Company has a wholly Owned Subsidiary viz. Vector ProjectsIndia Pvt Ltd and M/s. Uniply Decor Ltd is an associate company

The detail with respect to Subsidiaries and Associate is slated in Form AOC-1 inAnnexure - A.

STATE OF THE COMPANY'S AFFAIRS

The state of the Company affairs forms an integral part of Management Discussion &Analysis Report.

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.

The policy on Related Party Transactions as approved by the Board is uploaded on theCompany's website. The Web link for the same is http: //www.uniply.in/pdf- excel/RELATEDPARTY TRANSACTIONS POLICY.pdf.

The detail with respect to Related Party Transactions is slated in form AOC-2 inAnnexure - B.

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 Directorsconfirm:

a. That in the preparation of Annual Accounts the applicable accounting standards havebeen followed and that no material departures have been made from the same.

b. That they have selected such accounting policies and applied them consistently andmade judgments and estimates that are reasonable and prudent so as to give a true and fairview of the state of affairs of the company at the end of the financial year and theprofit or loss of the company for that period.

c. That they have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding 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 control is in place that the financial controls wereadequate and were operating effectively that systems to ensure compliance with theprovisions of all applicable laws.

f. Proper systems to ensure compliance with the provisions of all applicable laws werein place and there adequate and operating efficiently.

SHARE CAPITAL & CONVERTIBLE SHARE WARRANTS

The authorized share capital and paid up Share Capital as on 31.03.2020 is Rs.650000000/- (325000000 Equity shares of Rs. 2/- each) & 335294800/-(167647400 Equity shares of Rs. 2/- each) respectively.

During the financial year 486796 (162265 on 06.09.2020 + 324531 on 18.09.2020) numberof warrants of Rs. 10/- each got converted into 2433980 (811325 shares on 06.09.2019 +1622655 shares on 18.09.2020) equity shares of Rs. 2/- each. Balance share warrants werealso split into 5 each consequent to the split in equity face value from Rs.10/- to Rs.2/-each. The final date of conversion of warrant was 24.10.2020. Balance 4521341 warrantswere not converted on/before the due date. The Company has also made an application toSEBI requesting to extend the conversion period but SEBI couldn't grant the request.Accordingly all non-converted warrants were extinguished and the call money of 25% paidby the investors against the same is forfeited and booked as capital redemption reserve inthe Company's book.

OUTLOOK EXPANSION AND STRATEGIC DEVELOPMENT

The operations of the Company during the year has largely remained subdued in line withthe economic slowdown and the overall plan of the company for internal restructuring.

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 isannexed as per Annexure C.

STATUTORY AUDITORS & THEIR REPORT

M/s. N.D. Kapur & Co. Chartered Accountants is the Statutory Auditor of theCompany.

The Auditors Report to the Shareholder contains reservation Qualification or adverseremark.

Board's response on Auditors qualification reservation or adverse remark made:

Qualified opinion on standalone and consolidated Report:

a) the company has not been regular in depositing undisputed statutory dues includingprovident fund employees' state insurance income-tax sales-tax service tax goods andservices tax duty of customs duty of excise value added tax cess and other statutorydues wherever applicable with the appropriate authorities. According to the informationand explanations given to us there were approx. Rs. 269261639/- payable in respect ofaforesaid dues which are in arrears as at 31st March 2020 for a period of more than 6months from the date they became payable.

Management's response - the Statutory dues such as PF ESI Professional Tax and GSTare all paid during November 2020 except Income Tax /TDS and some amount of GST which areunpaid till date of this audit.

Other remarks and observation of the Auditor in their report and annexure andmanagement responses if any are self-explanatory.

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.

SECRETARIAL AUDIT

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 D".

Directors response to the Audit remark/observation/Qualification:

i) During the year under review company has not published its financial results forthe quarter ended 31st December 2019 and 31st March 2020 for which notices have beenreceived from exchanges.

Director Response: COVID 19 pandemic has resulted in delays in publication of financialresults. However the compliances have been completed now.

ii. 2433980 no of equity shares of Rs. 2/- each (811325 shares allotted on06.09.2019 & 1622655 shares allotted on 18.09.2019) pursuant to conversion ofwarrants for which shares are yet to be listed.

Director Response: The Company had applied for listing of shares with both NSE and BSE.NSE has already approved the application but is pending with BSE. The Company is in theprocess of getting the shares listed and hopefully the same shall be complied with during1st quarter of year 2020-21.

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 Auditor M/s. Karikalan & Co. Chartered Accountants monitors andevaluates the efficacy and adequacy of internal control system in the Company itscompliance with operating systems accounting procedures and policies at all locations ofthe Company and promptly informed the management on the lacking as and when required.

PUBLIC DEPOSITS

During the period under review the Company did not invite or accept any deposits fromthe public in terms of Chapter V of the Companies Act 2013.

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. Nazeer Azam Sulthan was appointed as Managing Director of the Company w.e.f.

16.09.2019 and has never reported to work. Mr. Keshav Narayan Kantamneni has beenappointed as Managing Director w.e.f. 07.11.2019. Mr. Srinivasan Sethuraman ManagingDirector & Mr. B V M Sarma Joint Managing Director resigned w.e.f. 14.08.2019.Further Mr. Umesh P Rao resigned from the post of Joint Managing Director w.e.f.07.11.2019. There are no other changes in Directors & KMP.

MEETING OF THE BOARD

During the year under review Six (6) Board Meetings were held. The details of the BoardMeetings with regard to their dates and attendance of each of the Directors thereat havebeen 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 and 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 28 2020without the presence of Executive Directors and members of the management wherein theyinter 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 Companymanagement and the Board that is necessary for the Board to effectively and reasonablyperform their duties.

BOARD EVALUATION

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-E.

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.

MEETINGS

A calendar of Meetings is prepared and circulated in advance to the Directors. Duringthe year under review Six 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 under Section 197(12) of the Companies Act 2013 read withRule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014is annexed as per Annexure - F.

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 G".

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

.