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Directors Report of Archidply Industries Ltd.
Mar 31, 2025
Your Directors ''are pleased to present the Thirtieth Annual Report together with the Audited Statement of Accounts for the year
ended 31st March 2025.
1. FINANCIAL SUMMARY
The financial results of the Company during the year under review are summarized as under:
(Rs. In Lakhs)
|
Particulars |
| Standalone |
| Consolidated | |
||
|
2024-25 |
2023-24 |
2024-25 |
2023-24 |
|
|
Revenue from Operations |
46,428.17 |
43,575.11 |
55,591.29 |
43,567.16 |
|
Other Income |
107.44 |
265.49 |
154.32 |
265.15 |
|
Total Income |
46,535.61 |
43,840.60 |
55,745.61 |
43,832.31 |
|
Profit Before Financial expenses & |
2,335.14 |
2,439.91 |
2,342.20 |
2,423.51 |
|
Less: Depreciation & Amortization |
464.49 |
441.35 |
1,338.90 |
446.75 |
|
Less: Finance Costs |
809.66 |
742.56 |
1,774.11 |
745.03 |
|
Profit before tax |
1,060.99 |
1,256.01 |
(770.81) |
1,231.73 |
|
Current Tax |
317.00 |
403.00 |
317.00 |
403.00 |
|
Taxes for earlier year |
20.73 |
43.35 |
20.73 |
43.35 |
|
Deferred Tax |
(64.60) |
80.12 |
(372.75) |
75.53 |
|
Profit after tax |
787.86 |
729.53 |
(735.80) |
709.84 |
|
Other Comprehensive Income |
(25.91) |
61.87 |
(25.91) |
61.87 |
|
Total Comprehensive Income |
761.95 |
791.40 |
(761.70) |
771.71 |
2. REVIEW OF OPERATIONS & PERFORMANCE:
The highlights of the Company''s performance are as
under:
STANDALONE
The Company''s total Income during the year under review
was Rs. 46,428.17 lakh as compared to Rs. 43,575.11 lakh in
previous year. The Profit after Tax for the year is Rs. 787.86
lakh as compared to Rs. 729.53 lakh in previous year.
Net worth increased to Rs. 11,933.66 lakh at the end of the
year 2025 from Rs. 11,171.72 lakh at the end of previous
year 2024.
CONSOLIDATED
The Company''s Total Income during the year under review
are Rs. 55,591.29 lakh. The Profit after Tax for the year is Rs.
(735.80) lakh.
EFFECTS OF GLOBAL SUPPLY CHAIN AND LOGISTICS
DISRUPTION
Global supply chain and logistics disruption, container
capacity constraints and geo-political tensions resulted
in an increase in the freight costs and delivery times and
higher commodity prices (e.g. Raw material).
Despite such a situation, the Company''s plant operations
continued to run smoothly, while ensuring adherence to
necessary safety measures.
3. RESERVES
During the Financial year 2024-25, the Company has
proposed no amount transfer to reserves.
4. CHANGE IN NATURE OF BUSINESS, IF ANY
During the financial year, there has been no change in the
business of the company or in the nature of business carried
by the Company during the financial year under review.
5. DIVIDEND:
Keeping in view to further improving the capacity
utilization and consolidate its existing facilities, the Board
has considered prudent to conserve and retain the profit
for further improvement. The Board regrets its inability to
recommend any dividend.
6. SHARE CAPITAL
The paid up equity capital as on March 31, 2025 was ?
19,86,50,000. The Company has not issued shares with
differential voting rights nor granted stock options nor
sweat equity during the year.
7. SUBSIDIARY COMPANIES, ASSOCIATES & JOINT
VENTURE
As on March 31, 2025, the Company has one (1) wholly-
owned subsidiary company viz. Archidpanel Industries
Private Limited (AIPL)".
Development/Performance and Financial Position of
the Subsidiary is presented below:
Archidpanel Industries Private Limited (AIPL)
(CIN:U20299UR2022PTC013589), a wholly owned
subsidiary company was incorporated on February 12,
2022.
Pursuant to the provisions of Section 129(3) of the
Companies Act, 2013, a statement containing salient
features of financial statement of subsidiary in Form AOC-
1 is attached herewith as Annexure A.
The separate audited financial statements in respect of
the subsidiary company are open for inspection and are
also available on the website of your Company at www.
archidply.com.
Pursuant to the requirements of Regulation 34 (3) read
with Schedule V of the SEBI (Listing Obligations and
Disclosure Requirements), Regulations, 2015, the details
of Loans/Advances made to, and investments made in the
subsidiary have been furnished in notes forming part of
the accounts.
M/s Archidpanel Industries Private Limited is considered
as the material subsidiary of the Company in terms of the
provisions of Regulation 16 of the SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015. The
Secretarial Audit Report of Archidpanel Industries Private
Limited in Form MR-3 for the financial year ended March
31,2025, is part of the annual report.
In terms of the Regulation 46(2)(h) of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations,
2015, the policy for determining material subsidiaries is
placed on the website of the Company at www.archidply.
com.
Further, the Company does not have any joint venture or
associate company during the year or at any time after the
closure of the year and till the date of the report.
8. FINANCE
Cash and cash equivalents and bank balances other than
cash and cash equivalent as at March 31, 2025 was Rs.
18.48 lakh and Rs. 51.89 Lakh respectively. The company
continues to focus on judicious management of its working
capital, receivables, inventories and other working capital
parameters under strict monitoring.
9. DEPOSITS
During the financial year under review, the company did
not accept any deposit covered under chapter V of the
Companies Act, 2013 and Section 73 of the Companies
Act, 2013 and the Companies (Acceptance of Deposits)
Rules, 2014.
10. PARTICULARS OF LOANS, GUARANTEES OR
INVESTMENTS
Particulars of loans given, investments made, guarantees
given and securities provided along with the purpose
are given in the Notes to the Financial Statement of the
company forming part of this Annual Report.
11. MATERIAL CHANGE AND COMMITMENT
There have been no other material changes and
commitments affecting the financial position of the
Company between the close of the year till the date of this
report.
As such there is no significant and material order by the
regulator/court/tribunal/ impacting the going concern
status and the Company operation in future.
12. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR
ADEQUACY
Internal Financial Controls are an integrated part of the risk
management process, addressing financial and financial
reporting risks. The internal financial controls have been
embedded in the business processes and continuous
monitoring of the internal financial control systems by
the internal auditors during the course of their audits. We
believe that these systems provide reasonable assurance
that our internal financial controls are designed effectively
and are operating as intended. To maintain its objectivity
and independence, the Internal Audit function reports to
the Chairman of the Audit Committee and the Managing
Director of the Board.
13. PARTICULARS OF CONTRACTS OR ARRANGEMENTS
WITH RELATED PARTIES
During the financial year ended March 31, 2025, all the
contracts or arrangements or transactions entered into
by the Company with the related parties were in the
ordinary course of business and on ''arm''s length'' basis
and were in compliance with the applicable provisions of
the Companies Act, 2013, read with Regulation 23 of SEBI
(LODR), 2015.
In accordance with the requirements of the Companies Act,
2013 and Listing Regulations, 2015, your Company has a
Policy on Related-Party Transactions placed on the website
of the Company at www.archidply.com. All related-party
transactions are placed before the Audit Committee for
review and approval. Prior omnibus approval of the Audit
Committee and the Board is obtained for the transactions
which are of a foreseen and repetitive nature. A statement
giving details of all related-party transactions is placed
before the Audit Committee for their noting/approval every
quarter. There were no materially significant transactions
with related parties (i.e. transactions exceeding 10% of
the annual consolidated turnover) during the year as
per the last audited financial statements. Accordingly,
the disclosure of transactions entered into with related
parties pursuant to the provisions of Section 188(1) of
the Companies Act, 2013 and Rule 8(2) of the Companies
(Accounts), Rules 2014 in Form AOC-2 is not applicable.
All related-party transactions are mentioned in the notes to
the accounts. The Directors draw attention of the members
to the Notes to the financial statements which sets out the
disclosure for related-party transactions.
14. CREDIT RATING DURING YEAR 2025
CRISIL had reaffirmed the rating of BBB- / Stable for
the bank loan facilities of Rs 100.50 Crore of Archidply
Industries Ltd. on 05 December, 2024.
15. CORPORATE SOCIAL RESPONSIBILITY INITIATIVES
The details of the CSR Committee are provided in the
Corporate Governance Report, which forms part of this
Integrated Annual Report. The CSR policy is available on
the website of your Company at www.archidply.com.
The annual report on our CSR activities is appended as
Annexure B to the Board''s report.
Your Company has spent 2% of the average net profits
of the Company, during the three years immediately
preceding financial year.
The Chief Financial Officer of your Company has certified
that CSR spends of your Company for FY 2024-25 have
been utilized for the purpose and in the manner approved
by the Board.
16. CONSERVATION OF ENERGY, TECHNOLOGY
ABSORPTION, FOREIGN EXCHANGE EARNINGS AND
OUTGO:
The particulars relating to conservation of energy,
technology absorption, foreign exchange earnings and
outgo, as required to be disclosed under the Act, are
provided in Annexure C to this Report.
17. INDUSTRIAL RELATIONS:
During the year under review, your Company enjoyed a
cordial relationship with workers and employees at all
levels.
18. DIRECTORS & KEY MANAGERIAL PERSON:
A) Appointment of Independent Director:
During the year, the Board of Director''s, on the
recommendations of the Nomination and Remuneration
Committee (''NRC''), in its meeting held on April 26, 2025
approved and recommended to the shareholders for
their approval, the appointment of Mrs. Anchal Mittal
(DIN: 00721036) as Women Independent Director of the
Company, not liable to retire by rotation, to hold office for
a period of five (5) consecutive years w.e.f. April 26, 2025.
The Company received the approval of the members of
the Company on June 01, 2025, by way of Postal Ballot,
for the appointment of Mrs. Anchal Mittal as a Women
Independent Director of the Company.
B) Director liable to Retire by Rotation
Pursuant to Section 152 and other applicable provisions
of the Act, read with the Articles of Association of the
Company, one-third of the Directors, as are liable to retire
by rotation, shall retire every year and, if eligible, may offer
themselves for reappointment at every AGM. Accordingly,
one of the Directors, other than an Independent Director,
would be liable to retire by rotation at the ensuing AGM.
Mr. Deen Dayal Daga (DIN: 00497806), Executive Chairman
& Whole Time Director of the company, will retire by
rotation at the ensuing Annual General Meeting and being
eligible offers himself for re-appointment.
Brief resume of the Directors proposed to be appointed/
reappointed, the nature of their expertise in specific
functional areas and the names of the companies in
which they hold the directorship and Chairmanship /
Membership of Board Committees etc. are provided in the
Notice to Members and report on Corporate Governance
forming part of this Annual Report.
During the year, Mrs. Shanti V Mallar had completed Her second
term of 5 (five) consecutive years at the close of business hours
on March 10, 2025 and hence, ceased to be an Independent
Director of the Archidply Industries Limited. The Board places
on record its sincere appreciation for the valuable contribution
by him.
None of the Directors of your Company is disqualified as per
provisions of Section 164(2) of the Companies Act, 2013. The
Directors of the Company have made the necessary disclosures
as required under various provisions of the Companies Act.
All independent directors have given declarations that they
meet the criteria of independence as laid down under section
149(6) of the Companies Act, 2013 and as per the requirement
of SEBI (LODR) Regulation 2015.
There have been no changes to the Key Managerial Personnel
since last annual general meeting.
19. CORPORATE GOVERNANCE REPORT:
Our corporate governance report for financial year 2024-25
forms part of this Annual Report. The requisite certificate
from the Secretarial Auditor of the Company confirming
compliance with the conditions of corporate governance
as stipulated under SEBI LODR is annexed to the corporate
governance report.
20. BOARD EVALUATION
The Company has laid down a process for evaluation of
the Board and Committees of Board as also evaluation of
the performance of each of the Directors. The evaluation is
conducted and monitored by the Chairperson, Nomination
& Remuneration Committee (NRC) in consultation with
the members of the committee. Each of the Directors are
given a self-assessment Questionnaire, covering degree
of fulfillment of their responsibilities, Board structure and
composition, Responsibilities of Committee, effectiveness
of the Board process, information and functioning, Board
culture and dynamics, quality of relationship between the
Board and Management etc.
The evaluation process inter alia considers attendance of
Directors at Board and committee meetings, acquaintance
with business, communicating inter se board members,
effective participation, domain knowledge, compliance
with code of conduct, vision and strategy, benchmarks
established by global peers, etc., which is in compliance
with applicable laws, regulations and guidelines.
The Board carried out annual performance evaluation of
the Board, Board Committees and Individual Directors
and Chairperson. The Chairman of the respective Board
Committees shared the report on evaluation with the
respective Committee members. The performance of each
Committee was evaluated by the Board, based on report
on evaluation received from respective Board Committees.
The reports on performance evaluation of the Individual
Directors were reviewed by the Chairman of the Board.
21. MEETINGS
The board met four times during the financial year 2024¬
25. For details of meetings of the Board, please refer to
the Corporate Governance Report which is a part of this
Annual Report.
22. DIRECTOR''S RESPONSIBILITY STATEMENT:
Based on the framework of internal financial controls
established and maintained by the Company, work
performed by the internal, statutory and secretarial
auditors and reviews performed by Management in
concurrence with the Audit Committee, the Board is of the
opinion that the Company''s internal financial controls were
adequate and effective during the financial year 2024-25
In Compliance with section 134(5) of the Companies Act,
2013, the Board of Directors to the best of their knowledge
and hereby confirm the following:
(a) In the preparation of the annual accounts, the
applicable accounting standards had been followed
along with proper explanation relating to material
departures;
(b) The directors had selected such accounting policies
and applied them consistently and made judgments
and estimates that are reasonable and prudent so as
to give a true and fair view of the state of affairs of the
company at the end of the financial year and of the
profit and loss of the company for that period;
(c) The directors had taken proper and sufficient
care for the maintenance of adequate accounting
records in accordance with the provisions of this
Act for safeguarding the assets of the company
and for preventing and detecting fraud and other
irregularities;
(d) The directors had prepared the annual accounts on a
going concern basis;
(e) The directors had laid down internal financial controls
to be followed by the Company and that such
internal financial controls are adequate and operating
effectively.
(f) The directors have devised proper systems to ensure
compliance with the provisions of all applicable laws
and that such systems are adequate and operating
effectively.
23. FAMILIARISATION PROGRAMME
The details of the familiarisation programme undertaken
have been provided in the Corporate Governance Report
and also available on the website of the Company i.e.
www. archidply.com
24. CODE OF CONDUCT:
The Code lays down the standard procedure of business
conduct which is expected to be followed by the directors
and the designated employees in their business dealings
and in particular on matters relating to integrity in the
work place, in business practices and in dealing with
stakeholders. The Code gives guidance through examples
on the expected behavior from an employee in a given
situation and the reporting structure.
All the Board Members and the Senior Management
personnel have confirmed compliance with the Code.
25. VIGIL MECHANISM
Your Company has established a "Vigil Mechanism" for
its employees and directors, enabling them to report
any concerns of unethical behavior, suspected fraud or
violation of the Company''s ''Code of Conduct'' To this effect,
the Board has adopted a ''Whistle Blower Policy, which is
overseen by the Audit Committee. The policy provides
safeguards against victimisation of the Whistle Blower.
Employees and other stakeholders have direct access
to the Chairperson of the Audit Committee for lodging
concerns if any, for review. The Whistle Blower Policy of
your Company is posted on the website of the Company
www.archidply.com
26. AUDITORS
1. STATUTORY AUDITORS
The Report given by M/s. GRV & PK, Chartered Accountants
(Firm Regn. No. 008099S), Statutory Auditors on the
financial statement of the Company for the year 2024-25
is part of Annual Report. There has been no qualification,
reservation or adverse remark or disclaimer in their Report.
During the year under review, there were no material or
serious instances of fraud falling within the purview of
Section 143(12) of the Companies Act, 2013 and rules
made thereunder, by officers or employees reported by the
Statutory Auditors of the Company during the course of
the audit conducted and therefore no details are required
to be disclosed under Section 134(3)(ca) of the Act.
2. SECRETARIAL AUDIT REPORT
Pursuant to the provisions of Section 204 of the Act and
the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, the Board of Directors
of the Company had appointed M/s. Rajneesh Sharma & Co,
Practicing Company Secretary to undertake the Secretarial
Audit of the Company for the financial year 2024-25. The
Secretarial Audit Report is annexed as Annexure D.
There has been Notie received from the NSE & BSE
imposing the fine on the Company and there have been
the following remarks given by the Secretarial Auditors in
their report and the management explanation as below :
|
Compliance Requirements |
Deviations |
Observations / remarks by the |
Management Response |
|
Regulation 17(1) |
1) One third/Half 2) No Woman Director 3) No Woman 14) Number of the board |
There has been delay in appointment The fine of Rs. 105000(excluding of |
Ms. Shanti Mallar has completed her tenure The Company has filed its response in |
|
Reg. 18(1) of Composition |
Chairperson of the |
The Company has reconstituted The fine of Rs. 42000 (excluding |
The Company has appointed Mr. The Company has filed its response in |
|
Reg. 19 of Composition of Nomination and Remuneration Committee |
Number of members is |
The Company has reconstituted The fine of Rs. 42000 (excluding |
The Company has appointed Mr. Shyam The Company has complied with it. The Company has filed its response in |
M/s. Rajneesh Sharma & Co, Practicing Company Secretary,
had undertaken the Secretarial audit of the Company''s
material subsidiary, Archidpanel Industries Private
Limited, for the financial year 2024-25. The Secretarial
Audit report confirms that the material subsidiary has
complied with the provisions of the Companies Act,
Rules, Regulations and Guidelines as applicable, and that
there were no deviations or noncompliance. As required
under Regulation 24A of the SEBI Listing Regulations, the
report of the Secretarial Audit is annexed to this report.
The observations of Secretarial Auditors mentioned in the
Secretarial Audit Report of said material subsidiary are self¬
explanatory.
Further, pursuant to amended Regulation 24A of SEBI
Listing Regulations, and subject to your approval being
sought as the ensuing AGM CS Rajneesh Sharma,
Practicing Company Secretary (C. P. No. 24210); (Peer
reviewed certificate no. 5544/2024) has been appointed
as a Secretarial Auditor to undertake the Secretarial Audit
of your Company for the first term of five consecutive
financial years from FY 2025-26 till FY 2029.30. CS Rajneesh
Sharma, Practicing Company Secretary has confirmed
that he is not disqualified to be appointed as a Secretarial
Auditor and is eligible to hold office as Secretarial Auditor
of your Company.
INTERNAL AUDITOR
The Board appointed M/s Girdhari Sharma & Company,
Chartered Accountants as an Internal Auditor of the
Company to carry out internal audit of branches, offices
and manufacturing units of the Company. Internal
auditors periodically report on the design deficiency and
operational inefficiency, if any, apart from recommending
further improvement measures, to accomplish the
Company'' objectives more efficiently. The observations
and agreed action plans are presented quarterly, to
the Audit Committee that reviews the adequacy of the
controls implemented by the Management.
The Audit Committee quarterly reviews the Internal Audit
reports.
27. CERTIFICATE OF NON-DISQUALIFICATION OF
DIRECTORS
A certificate from M/s Rajneesh Sharma & Co. (Membership
No. 5549, COP No. 24210), Practicing Company Secretary
to the effect that none of the Directors of the Company
have been debarred or disqualified from being appointed
or continuing as Directors of the Company by the Board/
Ministry of Corporate Affairs or any such statutory authority
is attached at the end of this report
28. SHARE REGISTRAR & TRANSFER AGENT (R&T)
M/s. KFin Technologies Limited (Formerly Kfin Technologies
Private Limited) is the R&T Agent of the Company. Their
contact details are mentioned in the Report on Corporate
Governance.
29. EXTRACT OF THE ANNUAL RETURN
The Annual Return of the Company as on March 31, 2025
is available on the Company''s website and can be accessed
at www.archidply.com .
30. BUSINESS RISK MANAGEMENT
Your Company has an elaborate Risk Management
Framework, which is designed to enable risks to be
identified, assessed and mitigated appropriately. On the
basis of risk assessment criteria, the Company has been
entrusted with the responsibility to assist the Board in:
(a) Overseeing and approving the Company''s Risk
Management Framework; and
(b) Overseeing that all the risks that the organisation faces
such as financial, credit, market, liquidity, security,
property, IT, legal, regulatory, reputational and other
risks have been identified and assessed and there is an
adequate risk management infrastructure is in place,
capable of addressing those risks.
31. MANAGEMENT DISCUSSION AND ANALYSIS REPORT
Management''s Discussion and Analysis Report for the
year under review, as stipulated under the Securities
and Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015 ("Listing
Regulations") is presented in a separate section forming
part of the Annual Report.
32. PARTICULARS OF EMPLOYEES
Disclosures pertaining to remuneration and other details
as required under Section 197(12) of the Companies Act,
2013, read with Rule 5(1) of the Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014.
Particulars of employees remuneration, as required under
section 197(12) of the Companies Act, 2013, read with
Rule 5(2) and 5(3) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014,
forms a part of this report as Annexure E. Considering first
proviso to Section 136(1) of the Companies Act, 2013, the
Annual Report, excluding the said information, was sent to
the members of the Company and others entitled thereto.
The said information is available for inspection at the
registered office of the Company during working hours
up to the date of ensuing annual general meeting. Any
member interested in obtaining such information may
write to the Company Secretary in this regard.
33. EQUAL OPPORTUNITY, PREVENTION OF SEXUAL
HARRASMENT AND COMPLIANCE OF THE PROVISIONS
RELATING TO THE MATERNITY BENEFIT ACT 1961
The Company has always provided a congenial atmosphere
for work to all employees that is free from discrimination
of any kind. It has provided equal opportunities of
employment to all without regard to the nationality,
religion, caste, colour, language, marital status and sex.
The Company has also framed policy on ''Prevention of
Sexual Harassment'' at the workplace. We follow a gender-
neutral approach in handling complaints of sexual
harassment and we are compliant with the law of the
land wherever we operate. Following complaint related to
sexual harassment during the calendar year are as follows:
(a) number of complaints of sexual harassment received
in the year - Nil
(b) number of complaints disposed off during the year -
Nil
(c) number of cases pending for more than ninety days -
Nil
This is to certify and declare that the Company has complied
with all the applicable provisions of the Maternity Benefit
Act, 1961 and the rules made thereunder.
34. COMMITTEES OF THE BOARD
Currently, the board has four Committees: the Audit
Committee, the Nomination and Remuneration Committee,
the Corporate Social Responsibility Committee and the
Stakeholders Relationship Committee. The majority of the
members of these committees are Independent and non¬
executives.
A detailed note on the composition of the board and
other committees is provided in the corporate governance
report section of this Annual Report.
35. CEO AND CFO CERTIFICATION
Pursuant to the Listing Regulations, the CEO and CFO
certification is attached with the Annual Report. The
Managing Director & CEO and the Chief Financial Officer
also provide quarterly certification on financial results
while placing the financial results before the Board in
terms of the SEBI LODR Regulations.
36. COMPLIANCE WITH SECRETARIAL STANDARDS AND
INDIAN ACCOUNTING STANDARDS
The Board of Directors affirms that during the Financial Year
2024- 25, the Company has complied with the applicable
Secretarial Standards issued by the Institute of Company
Secretaries of India i.e. SS-1 and SS-2 relating to ''Meetings
of the Board of Directors'' and ''General Meetings'' respectively
and approved by the Central Government under Section
118(10) of the Companies Act, 2013. In the preparation of
the Financial Statements, the Company has also applied
the Indian Accounting Standards (Ind AS) specified
under Section 133 of the Companies Act, 2013, read with
Companies (Indian Accounting Standards) Rules, 2015.
37. LISTING FEES
The Equity shares of the Company are listed with Bombay
Stock Exchange Ltd. (BSE) & National Stock Exchange
of India Limited (NSE). The annual listing fee for the year
2025- 26 was paid within the scheduled time to BSE & NSE.
38. TRANSFER OF SHARES
As notified under Regulation 40(1) of SEBI (Listing
Obligations and Disclosure Requirements) Regulations,
2015, except in case of transmission or transposition of
securities, requests for effecting transfer of securities shall
not be processed unless the securities are held in the
dematerialised form with a depository.
39. COST RECORDS
Considering the goods manufactured and services
rendered by the Company, the Central Government has
not prescribed maintenance of cost records under sub¬
section (1) of Section 148 of the Companies Act, 2013
and hence, there was no Cost Auditor appointed by the
Company during the year under review.
40. GENERAL
Your Directors state that no disclosure or reporting is
required in respect of the following matters as there were
no transactions on these items during the year under
review:
1. Issue of equity shares with differential rights as to
dividend, voting or otherwise as per Section 43(a)(ii)
of the Companies Act, 2013;
2. The Company does not have any scheme of provision
of money for the purchase of its own shares by
employees or by trustees for the benefit of employees;
3. Neither the Managing Director nor the Whole-time
Directors of the Company receive any remuneration
or commission from any of its subsidiaries;
4. No fraud has been reported by the Auditors to the
Audit Committee or the Board;
5. Issue of Shares including Sweat Equity Shares to the
employees of the Company under any scheme as
per provisions of Section 54(1)(d) of the Companies
Act,2013;
6. No instances of non-exercising of voting rights in
respect of shares purchased directly by employees
under a scheme pursuant to Section 67(3) of the
Companies Act, 2013.
7. Disclosure of reason for difference between valuation
done at the time of taking loan from bank and at the
time of one time settlement. There was no instance
of onetime settlement with any Bank or Financial
Institution.
ACKNOWLEDGEMENT
The Board of Directors would like to express their sincere
appreciation for the assistance and co-operation received
from the financial institutions, banks, Government authorities,
customers, vendors and members during the year under
review. The Boards of Directors also wish to place on record its
deep sense of appreciation for the committed services by the
Company''s executives, staff and workers.
For and on behalf of the Board of Directors
Deen Dayal Daga
(Chairman)
Place: Delhi
Date: 26.07.2025
Mar 31, 2024
Your Directors ''are pleased to present the Twenty Nineth Annual Report together with the Audited Statement of Accounts for the year ended 31st March 2024.
The financial results of the Company during the year under review are summarized as under:
|
(Rs. In Lakhs) |
||||
|
Standalone |
Consolidated |
|||
|
Particulars |
2023-24 |
2022-23 |
2023-24 |
2022-23 |
|
Revenue from Operations |
43,575.11 |
41,450.18 |
43,567.16 |
42,174.92 |
|
Other Income |
265.49 |
224.69 |
265.15 |
232.85 |
|
Total Income |
43,840.60 |
41,674.87 |
43,832.31 |
42,407.77 |
|
Profit Before Financial expenses & Depreciation |
2,439.91 |
2,625.97 |
2,423.51 |
2,631.97 |
|
Less: Depreciation & Amortization Expenses |
441.35 |
398.50 |
446.75 |
400.96 |
|
Less: Finance Costs |
742.56 |
576.32 |
745.03 |
576.32 |
|
Profit before tax |
1,256.01 |
1,651.15 |
1,231.73 |
1,654.69 |
|
Taxation |
526.48 |
428.56 |
521.89 |
429.56 |
|
Profit after tax |
729.53 |
1,222.59 |
709.84 |
1,225.13 |
|
Other Comprehensive Income |
61.87 |
(68.84) |
61.87 |
(68.84) |
|
Total Comprehensive Income |
791.40 |
1,153.75 |
771.71 |
1,156.29 |
The highlights of the Company''s performance are as under: STANDALONE
The Company''s total Income during the year under review are Rs. 43,575.11 lakh as compared to Rs. 41450.18 lakh in previous year. The Profit after Tax for the year is Rs. 729.53 lakh as compared to Rs. 1222.59 lakh in previous year.
Net worth increased to Rs. 11,171.72 lakh at the end of the year 2024 from Rs. 10,380.32 lakh at the end of previous year 2023.
The Company''s Total Income during the year under review are Rs. 43,567.16 lakh. The Profit after Tax for the year is Rs. 709.84 lakh.
EFFECTS OF GLOBAL SUPPLY CHAIN AND LOGISTICS DISRUPTION
Global supply chain and logistics disruption, container capacity constraints and geo-political tensions resulted in an increase in the freight costs and delivery times and higher commodity prices (e.g. Raw material).
Despite such a situation, the Company''s plant operations continued to run smoothly, while ensuring adherence to necessary safety measures.
During the Financial year 2023-24, the Company has proposed no amount transfer to reserves.
CHANGE IN NATURE OF BUSINESS, IF ANY
During the financial year, there has been no change in the business of the company or in the nature of business carried by the Company during the financial year under review.
Keeping in view to further improve the capacity utilization and consolidate its existing facilities, the Board has considered prudent to conserve and retain the profit for further improvement. The Board regrets its inability to recommend any dividend.
The paid up equity capital as on March 31, 2024 was ? 19,86,50,000. The Company has not issued shares with differential voting rights nor granted stock options nor sweat equity during the year.
SUBSIDIARY COMPANIES, ASSOCIATES & JOINT VENTURES
As on March 31,2024, the Company has one (1) wholly-owned subsidiary company viz. Archidpanel Industries Private Limited (AIPL)".
Development/Performance and Financial Position of the Subsidiary is presented below:
Archidpanel Industries Private Limited (AIPL) (CIN:U20299UR2022PTC013589), a wholly owned subsidiary company was incorporated on February 12, 2022.
Pursuant to the provisions of Section 129(3) of the Companies Act, 2013, a statement containing salient features of financial statement of subsidiary in Form AOC-1 is attached herewith as Annexure A.
The separate audited financial statements in respect of the subsidiary company is open for inspection and are also available on the website of your Company at www.archidply.com.
Pursuant to the requirements of Regulation 34 (3) read with
Schedule V of the SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015, the details of Loans/ Advances made to and investments made in the subsidiary have been furnished in notes forming part of the accounts.
Based on the financial statements for the financial year ended March 31, 2023, Archidpanel Industries Private Limited is considered as the material subsidiary of the Company in terms of the provisions of Regulation 16 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, for the Financial Year 2023-24. The Secretarial Audit Report of Archidpanel Industries Private Limited in Form MR-3 for the financial year ended March 31, 2024, is part of the annual report.
In terms of the Regulation 46(2)(h) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the policy for determining material subsidiaries is placed on the website of the Company at www.archidply.com.
Further, the Company does not have any joint venture or associate company during the year or at any time after the closure of the year and till the date of the report.
During the year, the wholly owned subsidiary of the company commenced commercial production of manufacturing Medium Density Fiberboard and allied products.
During the year your company has invested Rs. 1650.00 Lakh towards setting up of MDF Plant at Sitarganj, Uttarakhand. Overall investment by your company is Rs. 4240.00 Lakh as on March 31,2024.
Cash and cash equivalents and bank balances other than cash and cash equivalent as at March 31,2024 was Rs. 17.69 lakh and Rs. 52.35 Lakh respectively. The company continues to focus on judicious management of its working capital, receivables, inventories and other working capital parameters under strict monitoring.
During the financial year under review, the company did not accept any deposit covered under chapter V of the Companies Act, 2013 and Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS
Particulars of loans given, investments made, guarantees given and securities provided along with the purpose are given in the Notes to the Financial Statement of the company forming part of this Annual Report.
MATERIAL CHANGE AND COMMITMENT
During the year, the wholly owned subsidiary of the company commenced commercial production of manufacturing Medium Density Fiberboard and allied products with effect from March 30, 2024.
There have been no other material changes and commitments affecting the financial position of the Company between the close of the year till the date of this report.
As such there is no significant and material order by the regulator/court/tribunal/ impacting the going concern status and the Company operation in future.
INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY
Internal Financial Controls are an integrated part of the risk management process, addressing financial and financial reporting risks. The internal financial controls have been embedded in the business processes and continuous monitoring of the internal financial control systems by the internal auditors during the course of their audits. We believe that these systems provide reasonable assurance that our internal financial controls are designed effectively and are operating as intended. To maintain its objectivity and independence, the Internal Audit function reports to the Chairman of the Audit Committee and the Managing Director of the Board.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
During the financial year ended March 31, 2024, all the contracts or arrangements or transactions entered into by the Company with the related parties were in the ordinary course of business and on ''arm''s length'' basis and were in compliance with the applicable provisions of the Companies Act, 2013, read with Regulation 23 of SEBI (LODR), 2015.
In accordance with the requirements of the Companies Act,
2013 and Listing Regulations, 2015, your Company has a Policy on Related-Party Transactions placed on the website of the Company at www.archidply.com. All related-party transactions are placed before the Audit Committee for review and approval. Prior omnibus approval of the Audit Committee and the Board is obtained for the transactions which are of a foreseen and repetitive nature. A statement giving details of all related-party transactions is placed before the Audit Committee for their noting/approval every quarter. There were no materially significant transactions with related parties (i.e. transactions exceeding 10% of the annual consolidated turnover) during the year as per the last audited financial statements. Accordingly, the disclosure of transactions entered into with related parties pursuant to the provisions of Section 188(1) of the Companies Act, 2013 and Rule 8(2) of the Companies (Accounts), Rules
2014 in Form AOC-2 is not applicable.
All related-party transactions are mentioned in the notes to the accounts. The Directors draw attention of the members to the Notes to the financial statements which sets out the disclosure for related-party transactions.
CREDIT RATING DURING YEAR 2024
CRISIL had reaffirmed the rating of BBB / Stable for the bank loan facilities of Rs 80.5 Crore of Archidply Industries Ltd. on 02 February, 2024.
CORPORATE SOCIAL RESPONSIBILITY INITIATIVES
The Board of Directors of the Company has adopted a Corporate Social Responsibility (CSR) Policy on the recommendation of the CSR Committee and this Policy has been amended from time to time to ensure its continued relevance and to align it with the amendments to applicable provisions of law. The Company undertakes CSR activities in accordance with the said Policy.
The Company has adopted a strategy for undertaking CSR activities through various Foundation and is committed to allocating at least 2% of average net profit of the previous 3 years in line with the Company''s CSR Policy and strategy, the Company plans interventions, inter alia, in the field of health and nutrition, education, water, environment & sanitation, agrilivelihoods, livelihoods and other initiatives.
The CSR Policy of the Company is available on the website of the Company at the link: www.archidply.com. During the year under review, the Company has spent the entire mandated amount of Rs. 21.87 Lakh on CSR activities.
The annual report on our CSR activities is appended as Annexure B to the Board''s report.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:
The particulars relating to conservation of energy, technology absorption, foreign exchange earnings and outgo, as required to be disclosed under the Act, are provided in Annexure C to this Report.
During the year under review, your Company enjoyed cordial relationship with workers and employees at all levels.
DIRECTORS & KEY MANAGERIAL PERSON:
A) Appointment of Independent Director:
During the year, the Board of Director''s, on the recommendations of the Nomination and Remuneration Committee (''NRC''), in its meeting held on January 25, 2024 approved and recommended to the shareholders for their approval, the appointment of Mr. Rohit Pareek (DIN:08132565) as an Independent Director of the Company, not liable to retire by rotation, to hold office for a period of five (5) consecutive years w.e.f. January 25, 2024. The Company received the approval of the members of the Company on April 17, 2024, by way of Postal Ballot, for the appointment of Mr. Rohit Pareek as an Independent Director of the Company.
B) Director liable to Retire by Rotation
Pursuant to Section 152 and other applicable provisions of the Act, read with the Articles of Association of the Company, one-third of the Directors, as are liable to retire by rotation, shall retire every year and, if eligible, may offer themselves for reappointment at every AGM. Accordingly, one of the Directors, other than an Independent Director, would be liable to retire by rotation at the ensuing AGM.
Mr. Rajiv Daga, Managing Director & CEO of the company, will retire by rotation at the ensuing Annual General Meeting and being eligible offers himself for re-appointment.
Brief resume of the Directors proposed to be appointed/ reappointed, the nature of their expertise in specific functional areas and the names of the companies in which they hold the directorship and Chairmanship / Membership of Board Committees etc. are provided in the Notice to Members and report on Corporate Governance forming part of this Annual Report.
Further, the shareholders of Archidply Industries Limited at its Meeting held on June 29, 2019 had re-appointed, Mr. Mohammed Shahid Aftab, (DIN 01363518) as an Independent Director for a period of five (5) consecutive years w.e.f. April 1,2019 up to March 31,2024. Accordingly, Mr. Mohammed Shahid Aftab had completed his term of 5 (five) consecutive years at the close of business hours on March 31, 2024 and hence, ceased to be an Independent Director of the Archidply Industries Limited. The Board places on record its sincere appreciation for the valuable contribution by him.
None of the Directors of your Company is disqualified as per provisions of Section 164(2) of the Companies Act, 2013. The Directors of the Company have made necessary disclosures as required under various provisions of the Companies Act.
All independent directors have given declarations that they meet the criteria of independence as laid down under section 149(6) of the Companies Act, 2013 and as per the requirement of SEBI (LODR) Regulation 2015.
There were no changes to the Key Managerial Personnel since last annual general meeting.
Our corporate governance report for financial year 2023-24 forms part of this Annual Report. The requisite certificate from the Secretarial Auditor of the Company confirming compliance with the conditions of corporate governance as stipulated under SEBI LODR is annexed to the corporate governance report.
The Company has laid down a process for evaluation of the Board and Committees of Board as also evaluation of the performance of each of the Directors. The evaluation is conducted and monitored by the Chairperson, Nomination & Remuneration Committee (NRC) in consultation with the members of the committee. Each of the Directors are given a self-assessment Questionnaire, covering degree of fulfillment of their responsibilities, Board structure and composition, Responsibilities of Committee, effectiveness of the Board process, information and functioning, Board culture and dynamics, quality of relationship between the Board and Management etc.
The evaluation process inter alia considers attendance of Directors at Board and committee meetings, acquaintance with business, communicating inter se board members, effective participation, domain knowledge, compliance with code of conduct, vision and strategy, benchmarks established by global peers, etc., which is in compliance with applicable laws, regulations and guidelines.
The Board carried out annual performance evaluation of the Board, Board Committees and Individual Directors and Chairperson. The Chairman of the respective Board Committees shared the report on evaluation with the respective Committee members. The performance of each Committee was evaluated by the Board, based on report on evaluation received from respective Board Committees.
The reports on performance evaluation of the Individual Directors were reviewed by the Chairman of the Board.
The board met four times during the financial year 2023-24. For details of meetings of the Board, please refer to the Corporate Governance Report which is a part of this Annual Report.
DIRECTOR''S RESPONSIBILITY STATEMENT:
Based on the framework of internal financial controls established and maintained by the Company, work performed by the internal, statutory and secretarial auditors and reviews performed by Management in concurrence with the Audit Committee, the Board is of the opinion that the Company''s internal financial controls were adequate and effective during the financial year 2023-24.
In Compliance with section 134(5) of the Companies Act, 2013, the Board of Directors to the best of their knowledge and hereby confirm the following:
(a) In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;
(b) The directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit and loss of the company for that period;
(c) The directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;
(d) The directors had prepared the annual accounts on a going concern basis;
(e) The directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and operating effectively.
(f) The directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.
The details of the familiarisation programme undertaken have been provided in the Corporate Governance Report.
The Code lays down the standard procedure of business conduct which is expected to be followed by the directors and the designated employees in their business dealings and in particular on matters relating to integrity in the work place, in business practices and in dealing with stakeholders. The Code gives guidance through examples on the expected behavior from an employee in a given situation and the reporting structure.
All the Board Members and the Senior Management personnel have confirmed compliance with the Code.
Your Company has established a "Vigil Mechanism" for its employees and directors, enabling them to report any concerns of unethical behavior, suspected fraud or violation of the Company''s ''Code of Conduct'' To this effect, the Board has adopted a ''Whistle Blower Policy'', which is overseen by the Audit Committee. The policy provides safeguards against victimisation of the Whistle Blower. Employees and other stakeholders have direct access to the Chairperson of the Audit Committee for lodging concerns if any, for review. The Whistle Blower Policy of your Company is posted on the website of the Company www.archidply.com
The Report given by M/s. GRV & PK, Chartered Accountants (Firm Regn. No. 008099S), Statutory Auditors on the financial statement of the Company for the year 2023-24 is part of Annual Report. There has been no qualification,
reservation or adverse remark or disclaimer in their Report.
During the year under review, there were no material or serious instances of fraud falling within the purview of Section 143(12) of the Companies Act, 2013 and rules made thereunder, by officers or employees reported by the Statutory Auditors of the Company during the course of the audit conducted and therefore no details are required to be disclosed under Section 134(3)(ca) of the Act.
Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors of the Company had appointed M/s. Rajneesh Sharma & Co, Practicing Company Secretary to undertake the Secretarial Audit of the Company for the financial year 2023-24. The Secretarial Audit Report is annexed as Annexure D.
There has been no qualification, reservation, or adverse remark given by the Secretarial Auditors in their Report.
M/s. Rajneesh Sharma & Co, Practicing Company Secretary, had undertaken the Secretarial audit of the Company''s material subsidiary, Archidpanel Industries Private Limited, for the financial year 2023-24. The Secretarial Audit report confirms that the material subsidiary has complied with the provisions of the Companies Act, Rules, Regulations and Guidelines as applicable, and that there were no deviations or noncompliance. As required under Regulation 24A of the SEBI Listing Regulations, the report of the Secretarial Audit is annexed to this report. The observations of Secretarial Auditors mentioned in the Secretarial Audit Report of said material subsidiary are self-explanatory.
The Board appointed M/s Girdhari Sharma & Company, Chartered Accountants as an Internal Auditor of the Company to carry out internal audit of branches, offices and manufacturing units of the Company. Internal auditors periodically report on the design deficiency and operational inefficiency, if any, apart from recommending further improvement measures, to accomplish the Company'' objectives more efficiently. The observations and agreed action plans are presented quarterly, to the Audit Committee that reviews the adequacy of the controls implemented by the Management.
The Audit Committee quarterly reviews the Internal Audit reports.
CERTIFICATE OF NON-DISQUALIFICATION OF DIRECTORS
A certificate from M/s Rajneesh Sharma & Co. (Membership No. 5549, COP No. 24210), Practicing Company Secretary to the effect that none of the Directors of the Company have been debarred or disqualified from being appointed or continuing as Directors of the Company by the Board/ Ministry of Corporate Affairs or any such statutory authority is attached at the end of this report
SHARE REGISTRAR & TRANSFER AGENT (R&T)
M/s. KFin Technologies Limited (Formerly Kfin Technologies Private Limited) is the R&T Agent of the Company. Their contact details are mentioned in the Report on Corporate Governance.
The Annual Return of the Company as on March 31,2024 is available on the Company''s website and can be accessed at www.archidply.com .
Your Company has an elaborate Risk Management Framework, which is designed to enable risks to be identified, assessed and mitigated appropriately. On the basis of risk assessment criteria, the Company has been entrusted with the responsibility to assist the Board in:
(a) Overseeing and approving the Company''s Risk Management Framework; and
(b) Overseeing that all the risks that the organisation faces such as financial, credit, market, liquidity, security, property, IT, legal, regulatory, reputational and other risks have been identified and assessed and there is an adequate risk management infrastructure is in place, capable of addressing those risks.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
Management''s Discussion and Analysis Report for the year under review, as stipulated under the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations") is presented in a separate section forming part of the Annual Report.
Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Companies Act, 2013, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. Particulars of employees remuneration, as required under section 197(12) of the Companies Act, 2013, read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, forms a part of this report as Annexure E. Considering first proviso to Section 136(1) of the Companies Act, 2013, the Annual Report, excluding the said information, was sent to the members of the Company and others entitled thereto. The said information is available for inspection at the registered office of the Company during working hours up to the date of ensuing annual general meeting. Any member interested in obtaining such information may write to the Company Secretary in this regard.
EQUAL OPPORTUNITY & PREVENTION OF SEXUAL HARRASMENT
The Company has always provided a congenial atmosphere for work to all employees that is free from discrimination of any kind. It has provided equal opportunities of employment to all without regard to the nationality, religion, caste, colour, language, marital status and sex.
The Company has also framed policy on ''Prevention of Sexual Harassment'' at the workplace. We follow a gender-neutral approach in handling complaints of sexual harassment and we are compliant with the law of the land wherever we operate. There was no complaint related to sexual harassment during the calendar year 2023 and till the date of this report.
Currently, the board has four Committees: the Audit Committee, the Nomination and Remuneration Committee, the Corporate Social Responsibility Committee and the Stakeholders Relationship Committee. The majority of the members of these committees are Independent and nonexecutives.
A detailed note on the composition of the board and other committees is provided in the corporate governance report section of this Annual Report.
Pursuant to the Listing Regulations, the CEO and CFO certification is attached with the Annual Report. The Managing Director & CEO and the Chief Financial Officer also provide quarterly certification on financial results while placing the financial results before the Board in terms of the SEBI LODR Regulations.
COMPLIANCE WITH SECRETARIAL STANDARDS AND INDIAN ACCOUNTING STANDARDS
The Board of Directors affirms that during the Financial Year 2023-24, the Company has complied with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India i.e. SS-1 and SS-2 relating to ''Meetings of the Board of Directors'' and ''General Meetings'' respectively and approved by the Central Government under Section 118(10) of the Companies Act, 2013. In the preparation of the Financial Statements, the Company has also applied the Indian Accounting Standards (Ind AS) specified under Section 133 of the Companies Act, 2013, read with Companies (Indian Accounting Standards) Rules, 2015.
The Equity shares of the Company are listed with Bombay Stock Exchange Ltd. (BSE) & National Stock Exchange of India Limited (NSE). The annual listing fee for the year 202425 was paid within the scheduled time to BSE & NSE.
As notified under Regulation 40(1) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, except in case of transmission or transposition of securities, requests for effecting transfer of securities shall not be processed unless the securities are held in the dematerialised form with a depository.
Your Directors state that no disclosure or reporting is required in respect of the following matters as there were no transactions on these items during the year under review:
1. Issue of equity shares with differential rights as to dividend, voting or otherwise as per Section 43(a)(ii) of the Companies Act, 2013;
2. The Company does not have any scheme of provision of money for the purchase of its own shares by employees or by trustees for the benefit of employees;
3. Neither the Managing Director nor the Whole-time Directors of the Company receive any remuneration or commission from any of its subsidiaries;
4. No fraud has been reported by the Auditors to the Audit Committee or the Board;
5. Issue of Shares including Sweat Equity Shares to the employees of the Company under any scheme as per provisions of Section 54(1 )(d) of the Companies Act,2013;
6. No instances of non-exercising of voting rights in respect of shares purchased directly by employees under a scheme pursuant to Section 67(3) of the Companies Act, 2013.
7. Disclosure of reason for difference between valuation done at the time of taking loan from bank and at the time of one time settlement. There was no instance of onetime settlement with any Bank or Financial Institution.
The Board of Directors would like to express their sincere appreciation for the assistance and co-operation received from the financial institutions, banks, Government authorities, customers, vendors and members during the year under review. The Boards of Directors also wish to place on record its deep sense of appreciation for the committed services by the Company''s executives, staff and workers.
Mar 31, 2023
The Directors ''are pleased to present the Twenty Eighth Annual Report together with the Audited Statement of Accounts for the year ended 31st March 2023.
The financial results of the Company during the year under review are summarized as under:
|
(Rs. In Lakhs) |
||||
|
Particulars |
Standalone |
Consolidated |
||
|
2022-23 |
2021-22 |
2022-23 |
2021-22 |
|
|
Revenue from Operations |
41450.18 |
30628.33 |
42174.92 |
30628.33 |
|
Other Income |
224.69 |
89.54 |
232.85 |
89.54 |
|
Total Income |
41674.87 |
30717.87 |
42407.77 |
30717.87 |
|
Profit Before Financial expenses & Depreciation |
2625.97 |
2033.92 |
2631.97 |
2032.13 |
|
Less: Depreciation & Amortization Expenses |
398.50 |
402.86 |
400.96 |
402.86 |
|
Less: Finance Costs |
576.32 |
467.58 |
576.32 |
467.58 |
|
Profit before tax |
1651.15 |
1163.48 |
1654.69 |
1161.69 |
|
Taxation |
428.56 |
316.00 |
429.56 |
316.00 |
|
Profit after tax |
1222.59 |
847.47 |
1225.13 |
845.69 |
|
Other Comprehensive Income |
(68.84) |
15.29 |
(68.84) |
15.29 |
|
Total Comprehensive Income |
1153.75 |
862.76 |
1156.29 |
860.97 |
The highlights of the Company''s performance are as under:
The Company''s Total Income during the year under review are B41450.18 Lakh as compared to B30628.33 Lakh in previous year. The Profit after Tax for the year is B 1222.59 Lakh as compared to B847.47 Lakh in previous year.
Net worth increased to B 10,380.32 Lakh at the end of the year 2023 from B9226.56 Lakh at the end of previous year 2022.
The Debt Equity Ratio of the Company has increased to
0.61 times as on 31st March, 2023 from 0.58 times as on 31st March, 2022.
The Operating profit margin has reduced to 4.83% in FY23 from 5.03% in FY22.
The Company''s Total Income during the year under review are B42174.92 Lakh. The Profit after Tax for the year is B 1225.13 Lakh.
EFFECTS OF GLOBAL SUPPLY CHAIN AND LOGISTICS DISRUPTION
Global supply chain and logistics disruption, container capacity constraints and geo-political tensions resulted in an increase in the freight costs and delivery times and higher commodity prices (e.g. Raw material).
Despite such a situation, the Company''s plant operations continued to run smoothly, while ensuring adherence to necessary safety measures.
During the Financial year 2022-23, the Company has proposed no amount transfer to reserves.
CHANGE IN NATURE OF BUSINESS, IF ANY
During the financial year, there has been no change in the business of the company or in the nature of business carried by the Company during the financial year under review.
Keeping in view to further improve the capacity utilization and consolidate its existing facilities, the Board has considered prudent to conserve and retain the profit for further improvement. The Board regrets its inability to recommend any dividend.
The paid up equity capital as on March 31, 2023 was B 19,86,50,000. The Company has not issued shares with differential voting rights nor granted stock options nor sweat equity during the year.
During the Year 2022, Company has incorporated wholly owned subsidiary in the name of''Archidpanel Industries Private Limited (AIPL)". AIPL is in the process of setting up greenfield project for manufacturing Medium Density Fiberboard and allied products with an installed capacity of 250 CBM/day at Sitargunj, Uttarakhand of which commercial production is expected by 3 rd Quarter of FY24.
SUBSIDIARY COMPANIES, ASSOCIATES & JOINT VENTURES
Your Company has one Subsidiary, the detail of which is as follows:
Archidpanel Industries Private Limited (AIPL)" (CIN:U20299UR2022PTC013589), a wholly owned subsidiary Company was incorporated on February 12, 2022 to set up a Greenfield project for manufacturing Medium Density Fiberboard and allied products.
Pursuant to the provisions of Section 129(3) of the Companies Act, 2013, a statement containing salient features of financial statement of subsidiary in Form AOC-1 is attached herewith as Annexure A. The separate audited financial statements in respect of the subsidiary company are open for inspection and are also available on the website of your Company at https://www.archidply.com/investors.
Pursuant to the requirements of Regulation 34 (3) read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015, the details of Loans/ Advances made to and investments made in the subsidiary have been furnished in notes forming part of the accounts.
Further, the Company does not have any joint venture or associate company during the year or at any time after the closure of the year and till the date of the report.
FINANCE:
Cash and cash equivalents and bank balances other than cash and cash equivalent as at March 31,2023 was B 31.41 Lakh and B48.18 Lakh respectively. The company continues to focus on judicious management of its working capital, receivables, inventories and other working capital parameters under strict monitoring.
DEPOSITS:
During the financial year under review, the company did not accept any deposit covered under chapter V of the Companies Act, 2013 and Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:
Particulars of loans given, investments made, guarantees given and securities provided along with the purpose are given in
the Notes to the Financial Statement of the company forming part of this Annual Report.
MATERIAL CHANGE AND COMMITMENT
There have been no material changes and commitments affecting the financial position of the Company between the close of the year till the date of this report.
As such there is no significant and material order by the regulator/court/tribunal/ impacting the going concern status and the Company operation in future.
INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY
Internal Financial Controls are an integrated part of the risk management process, addressing financial and financial reporting risks. The internal financial controls have been embedded in the business processes and continuous monitoring of the internal financial control systems by the internal auditors during the course of their audits. We believe that these systems provide reasonable assurance that our internal financial controls are designed effectively and are operating as intended. To maintain its objectivity and independence, the Internal Audit function reports to the Chairman of the Audit Committee and the Chairman & Managing Director of the Board.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
During the financial year ended March 31, 2023, all the contracts or arrangements or transactions entered into by the Company with the related parties were in the ordinary course of business and on ''arm''s length'' basis and were in compliance with the applicable provisions of the Companies Act, 2013, read with Regulation 23 of SEBI (LODR), 2015.
In accordance with the requirements of the Companies Act, 2013 and Listing Regulations, 2015, your Company has a Policy on Related-Party Transactions placed on the website of the Company at https://www.archidply.com. All related-party transactions are placed before the Audit Committee for review and approval. Prior omnibus approval of the Audit Committee and the Board is obtained for the transactions which are of a foreseen and repetitive nature. A statement giving details of all related-party transactions is placed before the Audit Committee for their noting/approval every quarter. There were no materially significant transactions with related parties (i.e. transactions exceeding 10% of the annual consolidated turnover) during the year as per the last audited financial statements. Accordingly, the disclosure of transactions entered into with related parties pursuant to the provisions of Section 188(1) of the Companies Act, 2013 and Rule 8(2) of the Companies (Accounts), Rules 2014 in Form AOC-2 is not applicable.
All related-party transactions are mentioned in the notes to the accounts. The Directors draw attention of the members
to the Notes to the financial statements which sets out the disclosure for related-party transactions.
CREDIT RATING DURING YEAR 2023
CRISIL had reaffirmed the rating of BBB / Stable/ A3 for the bank loan facilities of Rs 81.90 Crs of Archidply Industries Ltd. on 04 October, 2022.
CORPORATE SOCIAL RESPONSIBILITY INITIATIVES
The Board of Directors of the Company has adopted a Corporate Social Responsibility (CSR) Policy on the recommendation of the CSR Committee and this Policy has been amended from time to time to ensure its continued relevance and to align it with the amendments to applicable provisions of law. The Company undertakes CSR activities in accordance with the said Policy.
The Company has adopted a strategy for undertaking CSR activities through various Foundation and is committed to allocating at least 2% of average net profit of the previous 3 years in line with the Company''s CSR Policy and strategy, the Company plans interventions, inter alia, in the field of health and nutrition, education, water, environment & sanitation, agrilivelihoods, livelihoods and other initiatives.
The CSR Policy of the Company is available on the website of the Company at the link: www.archidply.com. During the year under review, the Company has spent the entire mandated amount of B 16.09 Lakh on CSR activities.
The annual report on our CSR activities is appended as Annexure B to the Board''s report.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:
The particulars relating to conservation of energy, technology absorption, foreign exchange earnings and outgo, as required to be disclosed under the Act, are provided in Annexure C to this Report.
During the year under review, your Company enjoyed cordial relationship with workers and employees at all levels.
DIRECTORS & KEY MANAGERIAL PERSON:
DIRECTORS
I n accordance with the provisions of Section 152 of the Companies Act, 2013 and the Articles of Association of the Company Mr. Shyam Daga, Non Executive Director of the company, will retire by rotation at the ensuing Annual General Meeting and being eligible offers himself for re-appointment.
Brief resume of the Directors proposed to be appointed/ reappointed, the nature of their expertise in specific functional areas and the names of the companies in which they hold the directorship and Chairmanship / Membership of Board Committees etc. are provided in the Notice to Members and report on Corporate Governance forming part of this Annual Report.
None of the Directors of your Company is disqualified as per provisions of Section 164(2) of the Companies Act, 2013. The Directors of the Company have made necessary disclosures as required under various provisions of the Companies Act.
All independent directors have given declarations that they meet the criteria of independence as laid down under section 149(6) of the Companies Act, 2013 and as per the requirement of SEBI (LODR) Regulation 2015.
There were no changes to the Key Managerial Personnel since last annual general meeting.
CORPORATE GOVERNANCE REPORT:
Our corporate governance report for FY 2022-23 forms part of this Annual Report. The requisite certificate from the Secretarial Auditor of the Company confirming compliance with the conditions of corporate governance as stipulated under SEBI LODR is annexed to the corporate governance report.
BOARD EVALUATION
The Company has laid down a process for evaluation of the Board and Committees of Board as also evaluation of the performance of each of the Directors. The evaluation is conducted and monitored by the Chairperson, Nomination & Remuneration Committee (NRC) in consultation with the members of the committee. Each of the Directors are given a self-assessment Questionnaire, covering degree of fulfillment of their responsibilities, Board structure and composition, Responsibilities of Committee, effectiveness of the Board process, information and functioning, Board culture and dynamics, quality of relationship between the Board and Management etc.
The evaluation process inter alia considers attendance of Directors at Board and committee meetings, acquaintance with business, communicating inter se board members, effective participation, domain knowledge, compliance with code of conduct, vision and strategy, benchmarks established by global peers, etc., which is incompliance with applicable laws, regulations and guidelines.
The Board carried out annual performance evaluation of the Board, Board Committees and Individual Directors and Chairperson. The Chairman of the respective Board Committees shared the report on evaluation with the respective Committee members. The performance of each Committee was evaluated by the Board, based on report on evaluation received from respective Board Committees.
The reports on performance evaluation of the Individual Directors were reviewed by the Chairman of the Board.
MEETINGS
The board met four times during the financial year 2022-23. For details of meetings of the Board, please refer to the Corporate Governance Report which is a part of this Annual Report.
DIRECTOR''S RESPONSIBILITY STATEMENT:
Based on the framework of internal financial controls established and maintained by the Company, work performed by the internal, statutory and secretarial auditors and reviews performed by Management in concurrence with the Audit Committee, the Board is of the opinion that the Company''s internal financial controls were adequate and effective during the financial year 2022-23.
In Compliance with section 134(5) of the Companies Act, 2013, the Board of Directors to the best of their knowledge and hereby confirm the following:
(a) In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;
(b) The directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit and loss of the company for that period;
(c) The directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;
(d) The directors had prepared the annual accounts on a going concern basis;
(e) The directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and operating effectively.
(f) The directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.
The details of the familiarisation programme undertaken have been provided in the Corporate Governance Report.
The Code lays down the standard procedure of business conduct which is expected to be followed by the directors and the designated employees in their business dealings and in particular on matters relating to integrity in the work place, in business practices and in dealing with stakeholders. The Code gives guidance through examples on the expected behavior from an employee in a given situation and the reporting structure.
All the Board Members and the Senior Management personnel have confirmed compliance with the Code.
Your Company has established a "Vigil Mechanism" for its employees and directors, enabling them to report any concerns of unethical behavior, suspected fraud or violation
of the Company''s ''Code of Conduct''. To this effect, the Board has adopted a ''Whistle Blower Policy'', which is overseen by the Audit Committee. The policy provides safeguards against victimisation of the Whistle Blower. Employees and other stakeholders have direct access to the Chairperson of the Audit Committee for lodging concerns if any, for review. The Whistle Blower Policy of your Company is posted onthe website of the Company www.archidply.com
1. STATUTORY AUDITORS
The Report given by M/s. GRV & PK, Chartered Accountants (Firm Regn. No. 008099S), Statutory Auditors on the financial statement of the Company for the year 2022-23 is part of Annual Report. There has been no qualification, reservation or adverse remark or disclaimer in their Report.
During the year under review, there were no material or serious instances of fraud falling within the purview of Section 143 (12) of the Companies Act, 2013 and rules made thereunder, by officers or employees reported by the Statutory Auditors of the Company during the course of the audit conducted and therefore no details are required to be disclosed under Section 134 (3) (ca) of the Act.
2. SECRETARIAL AUDIT REPORT
Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors of the Company had appointed M/s. Rajneesh Sharma & Co, Practicing Company Secretary to undertake the Secretarial Audit of the Company for the financial year ended on 31st March, 2023. The Secretarial Audit Report is annexed as Annexure D.
There has been no qualification, reservation, or adverse remark given by the Secretarial Auditors in their Report.
Further, the wholly-owned subsidiary of the Company as mentioned above is not material unlisted subsidiary. Therefore, the provisions regarding the Secretarial Audit as mentioned in Regulation 24A of the SEBI (Listing Obligations and Disclosure Requirements), 2015 as amended, do not apply to such subsidiary.
3. INTERNAL AUDITOR
M/s Girdhari Sharma & Company, Chartered Accountants has been appointed as the Internal Auditor of the Company to carry out internal audit of branches, offices and manufacturing units of the Company. Internal auditors periodically report on the design deficiency and operational inefficiency, if any, apart from recommending further improvement measures, to accomplish the Company'' objectives more efficiently. The observations and agreed action plans are presented quarterly, to the Audit Committee that reviews the adequacy of the controls implemented by the Management
The Audit Committee quarterly reviews the Internal Audit reports.
CERTIFICATE OF NON-DISQUALIFICATION OF DIRECTORS
A certificate from M/s Rajneesh Sharma & Co. (Membership No. 5549, COP No. 24210), Practicing Company Secretary to the effect that none of the Directors of the Company have been debarred or disqualified from being appointed or continuing as Directors of the Company by the Board/Ministry of Corporate Affairs or any such statutory authority is attached at the end of this report
SHARE REGISTRAR & TRANSFER AGENT (R&T)
M/s. KFin Technologies Limited (Formerly Kfin Technologies Private Limited) is the R&T Agent of the Company. Their contact details are mentioned in the Report on Corporate Governance.
The Annual Return of the Company as on March 31, 2023 is available on the Company''s website and can be accessed at www.archidply.com.
Your Company has an elaborate Risk Management Framework, which is designed to enable risks to be identified, assessed and mitigated appropriately. On the basis of risk assessment criteria, the Company has been entrusted with the responsibility to assist the Board in:
(a) Overseeing and approving the Company''s enterprise wide Risk Management Framework; and
(b) Overseeing that all the risks that the organization faces such as financial, credit, market, liquidity, security, property, IT, legal, regulatory, reputational and other risks have been identified and assessed and there is an adequate risk management infrastructure in place, capable of addressing those risks.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
Management''s Discussion and Analysis Report for the year under review, as stipulated under the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations") is presented in a separate section forming part of the Annual Report.
Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Companies Act, 2013, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. Particulars of employees remuneration, as required under section 197(12) of the Companies Act, 2013, read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, forms a part of this report as Annexure
E. Considering first proviso to Section 136(1) of the Companies Act, 2013, the Annual Report, excluding the said information, was sent to the members of the Company and others entitled thereto. The said information is available for inspection at the registered office of the Company during working hours up to the date of ensuing annual general meeting. Any member interested in obtaining such information may write to the Company Secretary in this regard.
EQUAL OPPORTUNITY & PREVENTION OF SEXUAL HARRASMENT
The Company has always provided a congenial atmosphere for work to all employees that is free from discrimination of any kind. It has provided equal opportunities of employment to all without regard to the nationality, religion, caste, colour, language, marital status and sex.
The Company has also framed policy on ''Prevention of Sexual Harassment'' at the workplace. We follow a gender-neutral approach in handling complaints of sexual harassment and we are compliant with the law of the land wherever we operate. There was no complaint related to sexual harassment during the Year 2022-2023.
COMMITTEES OF THE BOARD
Currently, the board has four Committees: the Audit Committee, the Nomination and Remuneration Committee, the Corporate Social Responsibility Committee and the Stakeholders Relationship Committee. The majority of the members of these committees are Independent and non-executives.
A detailed note on the composition of the board and other committees is provided in the corporate governance report section of this Annual Report.
CEO AND CFO CERTIFICATION
Pursuant to the Listing Regulations, the CEO and CFO certification is attached with the Annual Report. The Managing Director & CEO and the Chief Financial Officer also provide quarterly certification on financial results while placing the financial results before the Board in terms of the SEBI LODR Regulations.
COMPLIANCE WITH SECRETARIAL STANDARDS AND INDIAN ACCOUNTING STANDARDS
The Board of Directors affirms that during the Financial Year 2022-23, the Company has complied with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India i.e. SS-1 and SS-2 relating to ''Meetings of the Board of Directors'' and ''General Meetings'' respectively and approved by the Central Government under Section 118(10) of the Companies Act, 2013. In the preparation of the Financial Statements, the Company has also applied the Indian Accounting Standards (Ind AS) specified under Section 133 of the Companies Act, 2013, read with Companies (Indian Accounting Standards) Rules, 2015.
The Equity shares of the Company are listed with Bombay Stock Exchange Ltd. (BSE) & National Stock Exchange of India Limited (NSE). The annual listing fee for the year 2023-24 was paid within the scheduled time to BSE & NSE.
As notified under Regulation 40(1) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, except in case of transmission or transposition of securities, requests for effecting transfer of securities shall not be processed unless the securities are held in the dematerialised form with a depository.
Your Directors state that no disclosure or reporting is required in respect of the following matters as there were no transactions on these items during the year under review:
1. Issue of equity shares with differential rights as to dividend, voting or otherwise as per Section 43(a)(ii) of the Companies Act, 2013;
2. The Company does not have any scheme of provision of money for the purchase of its own shares by employees or by trustees for the benefit of employees;
3. Neither the Managing Director nor the Whole-time Directors of the Company receive any remuneration or commission from any of its subsidiaries;
4. No fraud has been reported by the Auditors to the Audit Committee or the Board;
5. Issue of Shares including Sweat Equity Shares to the employees of the Company under any scheme as per provisions of Section 54(1)(d) of the Companies Act,2013;
6. No instances of non-exercising of voting rights in respect of shares purchased directly by employees under a scheme pursuant to Section 67(3) of the Companies Act, 2013.
7. Disclosure of reason for difference between valuation done at the time of taking loan from bank and at the time of one time settlement. There was no instance of onetime settlement with any Bank or Financial Institution.
ACKNOWLEDGEMENT
The Board of Directors would like to express their sincere appreciation for the assistance and co-operation received from the financial institutions, banks, Government authorities, customers, vendors and members during the year under review. The Boards of Directors also wish to place on record its deep sense of appreciation for the committed services by the Company''s executives, staff and workers.
For and on behalf of the Board of Directors
Deen Dayal Daga
(Chairman)
Place: Delhi
Date: 12th August 2023
Mar 31, 2018
DIRECTORS'' REPORT TO THE MEMBERSOF ARCHIDPLY INDUSTRIES LIMITED
The Directors are pleased to present the Twenty third Annual Report together with the Audited Statement of Accounts for the year ended 31stMarch 2018.
FINANCIAL RESULTS
The financial results of the Company during the year under review are summarized as under:
(Rs. In Lakhs)
|
Particulars |
Year ended 31st March,2018 |
Year ended 31st March,2017 |
|
Revenue from Operations |
30,872.29 |
29,491.24 |
|
Other Income |
293.92 |
188.70 |
|
Total Income |
31,166.22 |
29,679.94 |
|
Profit Before Financial expenses & Depreciation |
1904.99 |
2297.97 |
|
Less: Depreciation & Amortization Expenses |
522.86 |
479.70 |
|
Less: Finance Costs |
998.68 |
986.35 |
|
Profit before tax |
383.45 |
831.92 |
|
Taxation |
132.56 |
162.04 |
|
Profit after tax |
250.89 |
669.88 |
|
Other Comprehensive Income |
(4.71) |
(63.23) |
|
Total Comprehensive Income |
246.18 |
606.65 |
OPERATIONAL REVIEW:
The highlights of the Company''s standalone performance are as under:
- The Total Income of the Company during the year under review increased by 5% from Rs. 29,679.94 lakhs to Rs. 31,166.22lakhs.
The Profit Before Tax (PBT) decreased by 53.90% from Rs.831.92lakhs in the previous year to Rs. 383.45 Lakh.
- Profit after tax (PAT)decreased by 62.54% from Rs. 669.88 lakhs in the previous year to Rs. 250.89 Lakh.
- The Profits of the Company has decreased during the current financial year because of the following:
(i) The company has made the provision of Rs. 1.23 crores towards the advance made to Wartayar Veneer Industries P Limited, Myanmar for supply of Face Veneer, as the production at Wartayar Veneer Ind P ltd, Myanmar has been stopped due to non-availability of Timber.
(ii) The increase in Depreciation due to the capital expenditure by Company for expansion of capacity of Laminate Division.
(iii) The increase in the cost of Goods consumed by 19.48% and not able to pass on the same to the customer fully as due to the increased competition
DEMERGEROFTHE COMPANY:
In order to achieve geographical operational efficiencies and unlock shareholders value, and to concentrate its growth efforts in a focused manner, introduce different strategies for growth and different focus for alliance / ventures the management of the Company has proposed to separate each business undertaking based on the commercial objectives and relevant geographies of the undertaking into separate company.
At present the company has two manufacturing units, one at Rudrapur- Uttarakhand and another at Chintamani -Karnataka. The demerger of the units in two companies will give each company an opportunity to concentrate its growth efforts in focused manner.
The Board of Directors in the meeting held on 30th May 2018 have approved the scheme of arrangement for demerger of Chintamani Unit into Archidply Decor Ltd., subject to necessary approval of Creditors, Banks, Stock Exchange and National Company Law Tribunal under the Company''s Act and other applicable laws. The detailed scheme of Demerger is available on the website of the Company, www.archidply.com.
DIVIDEND:
Keeping in view to further improve the capacity utilization and consolidate its existing facilities, the Board has considered prudent to conserve and retain the profit for further improvement. The Board regrets its inability to recommend any dividend.
We believe that these systems provide reasonable assurance that our internal financial controls are designed effectively and are operating as intended. To maintain its objectivity and independence, the Internal Audit function reports to the Chairman of the Audit Committee of the Board & to the Chairman & Managing Director.
CORPORATE SOCIAL RESPONSIBILITY INITIATIVES
During the year, the company has spent Rs.24,50,720 towards corporate social responsibility (CSR) under Section 135 of the Companies Act, 2013 and rules thereon by way of contribution to schools for their development and eye checkup Camps.The Company has spent the last year kept aside amount of Rs.11,69,155 for CSR in the current financial year 2017-18,
of Managerial Personnel) Rules, 2014. Particulars of employees remuneration, as required under section 197(12) of the Companies Act, 2013, read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, forms a part of this report. Considering first proviso to Section 136(1) of the Companies Act, 2013, the Annual Report, excluding the said information, was sent to the members of the Company and others entitled thereto. The said information is available for inspection at the registered office of the Company during working hours up to the date of ensuing annual general meeting. Any member interested in obtaining such information may write to the Company Secretary in this regard.
EQUAL OPPORTUNITY & PREVENTION OF SEXUAL HARRASMENT
The Company has always provided a congenial atmosphere for work to all employees that is free from discrimination of any kind. It has provided equal opportunities of employment to all without regard to the nationality, religion, caste, colour, language, marital status and sex.
The Company has also framed policy on ''Prevention of Sexual Harassment'' at the workplace. We follow a gender-neutral approach in handling complaints of sexual harassment and we are compliant with the law of the land wherever we operate. There was no complaint related to sexual harassment during the Year 2018
COMMITTEES OF THE BOARD
Currently, the board has four Committees: the Audit Committee, the Nomination and Remuneration Committee, the Corporate Social Responsibility Committee and the StakeholdersRelationship Committee. The majority of the members of these committees are Independent and non-executives.
A detailed note on the composition of the board and other committees is provided in the corporate governance report section of this annual report.
CEO AND CFO CERTIFICATION
Pursuant to the Listing Regulations, the CEO and CFO certification is attached with the Annual Report. The Managing Director &CEO and the Chief Financial Officer also provide quarterly certification on financial results while placing the financial results before the Board in terms of the Listing Regulations.
LISTING FEES
The Equity shares of the Company are listed with Bombay Stock Exchange Ltd. (BSE) & National Stock exchange of India Limited (NSE). The annual listing fee for the year 2018-19 was paid within the scheduled time to bSe & NSE.
Details about the CSR policy is available on our website, http://www.archidply.com/.
The annual report on our CSR activities is appended as Annexure A to the Board''s report.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:
The particulars relating to conservation of energy, technology absorption, foreign exchange earnings and outgo, as required to be disclosed under the Act, are provided in Annexure "C"to this Report.
INDUSTRIAL RELATIONS:
During the year under review, your Company enjoyed cordial relationship with workers and employees at all levels.
DIRECTORS & KEY MANAGERIAL PERSON:
Mr. Rajiv Daga, Managing Director of the Company retire at this AGM being eligible for appointment offer himself for its- appointment at this AGM.
None of the Directors of your Company is disqualified as per provisions of Section 164(2) of the Companies Act, 2013. The Directors of the Company have made necessary disclosures as required under various provisions of the Companies Act.
All independent directors have given declarations that they meet the criteria of independence as laid down under section 149(6) of the Companies Act, 2013 and as per the requirement of SEBI (LODR) Regulation 2015.
During the year under review, Mr. Shyam Daga, Executive Director & Chief Financial Officer (CFO) , has step down from the position of CFO but will continue as an Executive Director of the Company.
SHARE CAPITAL:
The paid up equity capital as on March 31, 2018 was Rs. 2206.50 Lakhs. The Company has not issued shares with differential voting rights nor granted stock options nor sweat equity during the year.
FINANCE:
Cash and cash equivalents and bank balances as at March 31, 2018 was Rs. 1254.92lakhs. The company continues to focus on judicious management of its working capital, Receivables, inventories and other working capital parameters were kept under strict check through continuous monitoring.
CREDIT RATING:
Brickwork Rating India Pvt .Limited continued to reaffirm their rating of BBB(outlook stable)for your Company''s Banking Facilities throughout the year enabling your Company to avail facilities from banks at attractive rates indicating a degree of safety for timely payment of financial obligations.
FIXED DEPOSITS
During the financial year under review, the company did not accept any deposits covered under chapter V of the Companies Act, 2013 and Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:
There were no Loans, Guarantees and Investments covered under Section 186 of the Companies Act, 2013.
The details of the investments made by company is given in the notes to the financial statements.
MATERIAL CHANGE AND COMMITMENT
There have been no material changes and commitments affecting the financial position of the Company between the close of the year till the date of this report. There has been no change which affect the financial position of the Company.
As such there is no significant and material order by the regulator/court/tribunal/ impacting the going concern status and the Company operation in future.
INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY
Internal Financial Controls are an integrated part of the risk management process, addressing financial and financial reporting risks. The internal financial controls have been embedded in the business processes and continuous monitoring of the internal financial control systems by the internal auditors during the course of their audits. concurrence with the Audit Committee, the Board is of the opinion that the Company''s internal financial controls were adequate and effective during the financial year 2017-18.
In Compliance with section 134(5) of the Companies Act, 2013, the Board of Directors to the best of their knowledge and hereby confirm the following:
(a) In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;
(b) The directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit and loss of the company for that period;
(c) The directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;
(d) The directors had prepared the annual accounts on a going concern basis;
(e) The Directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and operating effectively.
(f) The directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.
CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
All contracts / arrangements / transactions entered by the Company during the financial year with related parties were in ordinary course of business and on arms'' length basis.
During the year, the Company had not entered into any contract / arrangement / transaction with related parties which could be considered material in accordance with the Policy of the Company on materiality of related party transactions.
All Related Party Transactions are placed before the Audit Committee. Prior omnibus approval of the Audit Committee is obtained on a yearly basis for the transactions which are of a foreseen and repetitive nature. The transactions entered into pursuant to the omnibus approval so granted are audited and a statement giving details of all related party transactions is placed before the Audit Committee for their approval, on a quarterly basis.
The Board, on the recommendation of the Audit Committee, had at its meeting held on May 30, 2017 appointed Mr. Anil Sureka as the Chief Financial Officer (CfO) with effect from May 30, 2017.
CORPORATE GOVERNANCE REPORT:
Your Company is committed to maintain the highest standards of corporate governance. We believe sound corporate governance is critical to enhance and retain investor trust. Our disclosures seek to attain the best practices in corporate governance as prevalent globally. We have implemented several best corporate governance practices in the Company to enhance long-term shareholder value and respect minority rights in all our business decisions. Our corporate governance report for FY 2017-18 forms part of this Annual Report. The requisite certificate from the auditors of the Company confirming compliance with the conditions of corporate governance as stipulated under SEBI LODR is annexed to the corporate governance report.
BOARD EVALUATION
Pursuant to the provisions of the Companies Act, 2013 and Listing Regulations the Company has devised a Policy for performance evaluation of the Board, Committees and other individual Directors (including Independent Directors) which includes criteria for performance evaluation of the Non-executive Directors and Executive Directors. The evaluation process inter aliaconsiders attendance of Directors at Board and committee meetings, acquaintance with business, communicating inter se board members, effective participation, domain knowledge, compliance with code of conduct, vision and strategy, benchmarks established by global peers, etc., which is incompliance with applicable laws, regulations and guidelines.
The Board carried out annual performance evaluation of the Board, Board Committees and Individual Directors and Chairperson. The Chairman of the respective Board Committees shared the report on evaluation with the respective Committee members. The performance of each Committee was evaluated by the Board, based on report on evaluation received from respective Board Committees.
The reports on performance evaluation of the Individual Directors were reviewed by the Chairman of the Board.
MEETINGS
The board met seven times during the financial year, the details of which are given in the corporate governance report. The maximum interval between any two meetings did not exceed 120 days, as prescribed in the Companies Act, 2013.
DIRECTOR''S RESPONSIBILITY STATEMENT:
Based on the framework of internal financial controls established and maintained by the Company, work performed by the internal, statutory and secretarial auditors and reviews performed by Management in members at every AGM. Accordingly ratification of the members is sought for the business as set out in item 3 of the Notice. They have confirmed that they are not disqualified from continuing as Auditors of the Company.
STATUTORY AUDITOR''S REPORT
The Auditors Report to the Shareholder does not contain any reservation, Qualification or adverse remark. The observation made in the Auditors Report read together with relevant notes thereon are self-explanatory and hence do not call for any further comments under Section 134 of the Companies Act, 2013.
SECRETARIAL AUDIT REPORT
The Board appointed Mr. Deepak Sadhu, Practicing Company Secretary, to conduct Secretarial Audit for the FY 2017-18. The Secretarial Audit Report for the financial year ended March 31, 2018 is annexed herewith marked as Annexure D to this Report. The Secretarial Audit Report does not contain any qualification, reservation, adverse remark or disclaimer.
BUSINESS RISK MANAGEMENT
Your Company has an elaborate Risk Management Framework, which is designed to enable risks to be identified, assessed and mitigated appropriately. On the basis of risk assessment criteria of the Company has been entrusted with the responsibility to assist the Board in
(a) Overseeing and approving the Company''s enterprise wide risk management framework; and
(b) Overseeing that all the risks that the organization faces such as financial, credit, market, liquidity, security, property, IT, legal, regulatory, reputational and other risks have been identified and assessed and there is an adequate risk management infrastructure in place, capable of addressing those risks.The Audit Committee of the Board evaluating risks management policy of the Company on quarterly basis. A risk management policy is available on our website http://www. archidply.com
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
Management''s Discussion and Analysis Report for the year under review, as stipulated under the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations") is presented in a separate section forming part of the Annual Report.
PARTICULARS OF EMPLOYEES
Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Companies Act, 2013, read with Rule 5(1) of the Companies (Appointment and Remuneration
The policy on Related Party Transactions as approved by the Board has been uploaded on the Company''s website www.archidply.com.There are no materially significant related party transactions that may have potential conflict with interest of the Company at large.
SUBSIDIARY COMPANIES
The Company does not have any subsidiary company.
FAMILIARISATION PROGRAMME
The details of the familiarization programme undertaken have been provided in the Corporate Governance Report .
EXTRACT OF THE ANNUAL RETURN
In accordance with section 134(3) (a) of the Companies Act, 2013, an extract of the annual return in the prescribed format is enclosed herewith as Annexure "E" to the Board''s report.
CODE OF CONDUCT:
The Code lays down the standard procedure of business conduct which is expected to be followed by the Directors and the designated employees in their business dealings and in particular on matters relating to integrity in the work place, in business practices and in dealing with stakeholders. The Code gives guidance through examples on the expected behavior from an employee in a given situation and the reporting structure.
All the Board Members and the Senior Management personnel have confirmed compliance with the Code.
VIGIL MECHANISM
In pursuance to the provisions of section 177(9) & (10) of the Companies Act, 2013,the Vigil Mechanism of the Company, which also incorporates a whistle blower policy in terms of the Listing Regulations includes an Ethics & Compliance Task Force comprising senior executives of the Company. Protected disclosures can be made by a whistle blower through an e-mail, or dedicated telephone line or a letter to the Task Force or to the Chairman of the Audit Committee. The vigil mechanism and whistle blower policy is put on the Company''s website and can be accessed at: http://www. archidply.com.
STATUTORY AUDITORS
At the Annual General Meeting held on 12th September, 2017, M/s Priti Jhawar & Co., Chartered Accountants (ICAI Firm Reg. No. 328818E ), were appointed as the Statutory Auditors of the Company for a period of 5 years up to the conclusion of 27th Annual General Meeting to be held in 2022. In terms of the provisions of Section 139 (1) of the Companies Act, 2013, the appointment of Statutory Auditors for the above tenure is subject to ratification by
ACKNOWLEDGEMENT
The Board of Directors would like to express their sincere appreciation for the assistance and co-operation received from the financial institutions, banks, Government authorities, customers, vendors and members during the year under review. The Boards of Directors also wish to place on record its deep sense of appreciation for the committed services by the Company''s executives, staff and workers.
For and on behalf of the Board of Directors
Deen Dayal Daga
(Chairman)
Place: Bengaluru Date:30Th May 2018
Mar 31, 2016
TO THE MEMBERS OF ARCHIDPLY INDUSTRIES LIMITED
The Directors are pleased to present the Twenty First Annual Report together with the Audited Statement of Accounts for the year ended 31st March 2016.
FINANCIAL RESULTS
The financial results of the Company during the year under review are summarized as under:
( Rs. In Lakhs)
|
Particulars |
Year ended 31st March, 2016 |
Year ended 31st March, 2015 |
|
Net sales |
27841.50 |
26,012.39 |
|
Depreciation & Amortization Expenses |
475.14 |
491.91 |
|
Finance Costs |
920.44 |
1109.15 |
|
Profit before tax |
716.00 |
630.46 |
|
Taxation |
114.67 |
74.84 |
|
Profit after tax |
601.33 |
555.62 |
The company proposes to transfer an amount of Rs. 601.33 lakhs to the General Reserve.
OPERATIONAL REVIEW:
The highlights of the Company standalone performance are as under:
- The Net Sales During the year under review Increased by 7.03% from Rs. 26,012.39 lakhs in the previous year to 27,841.50 lakhs.
- The Profit Before Tax (PBT) increased by 13.56% from Rs. 630.46 lakhs in the previous year to Rs. 716.00 lakhs.
- Profit after tax (PAT) increased by 8.22% from Rs. 555.62 lakhs in the previous year to Rs. 601.33 lakhs.
DIVIDEND:
The Board regret its inability to recommend any dividend as it is considered prudent conserve the resources for investments in the business.
ODI IN MYANMAR
The Company along with its associate companies/entities invested in the new manufacturing unit for the Company to be set up by the name Wartayar Veneer Industries Private Limited" for Manufacturing of Commercial Face Veneer, Core Veneer, Sawn Timber, Teak Veneer & Plywood in the Republic of the Union of Myanmar, with a 19% investment in the shares of the Company by the Archidply Industries Limited and 81% investment in the shares of the Company by the associate companies & entities. The Wartayar Veneer Industries Private Limited has started its first phase of commercial production of manufacturing of face veneer and core veneer, in the month of March 2016.
SHARE CAPITAL:
The paid up equity capital as on March 31, 2016 was Rs. 2206.50 Lakhs. The Company has not issued shares with differential voting rights nor granted stock options nor sweat equity during the year.
FINANCE:
Cash and cash equivalents as at March 31, 2016 was Rs. 804.30 lakhs. The company continues to focus on judicious management of its working capital, Receivables, inventories and other working capital parameters were kept under strict check through continuous monitoring.
CREDIT RATING
Brickwork Ratings India Pvt Limited has reaffirmed the Company''s rating to BBB (outlook stable) for long term Bank loan facilities.
FIXED DEPOSITS:
During the financial year under review, the company did not accept any deposits covered under chapter V of the Companies Act, 2013 and Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:
There were no Loans, Guarantees and Investments covered under Section 186 of the Companies Act, 2013.
The details of the investments made by company is given in the notes to the financial statements.
MATERIAL CHANGES AND COMMITMENTS
There is no material changes and commitments affecting our financial position between the end of the financial year to which this financial statement relate and date of this report.
Significant and material orders passed by the regulators / courts / tribunals impacting the going concern status and the Company''s operations in future:
As such there is no significant and material order by the regulator/ court/tribunals impacting the going concern status and the Company''s operation in future.
INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:
The Company had laid down guidelines, policies, procedures and structure to enable implementation of appropriate internal financial controls across the company. These control processes enable and ensure the orderly and efficient conduct of company''s business, including safeguarding of assets, prevention and detection of frauds and errors, the accuracy and completeness of the accounting records and timely preparation & disclosure of financial statements. Review and control mechanisms are built in to ensure that such control systems are adequate and operating effectively. To maintain its objectivity and independence, the Internal Audit function reports to the Chairman of the Audit Committee of the Board & Managing Director.
CORPORATE SOCIAL RESPONSIBILITY INITIATIVES:
The enduring success of any business is influenced by the quality of its engagement with its employees, customers, shareholders, regulators, the environment and the society at large. Forward-looking organizations define their personality through their contributions to the community.
As part of its initiatives under "corporate social responsibility" (CSR), the company has contributed funds for the schemes of school infrastructure development and education.
Details about the CSR policy is available on our website, http:// www.archidply.com/.
The annual report on our CSR activities is appended as Annexure A to the Board''s report.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:
The particulars as prescribed under section 134 (3) (m) of the Companies Act 2013, read with Rule 8(3) of the Companies (Accounts) Rules 2014, relating to conservation of energy, technology absorption, foreign exchange earnings and outgo are annexed hereto and forms an integral part of this report.
INDUSTRIAL RELATIONS:
During the year under review, your Company enjoyed cordial relationship with workers and employees at all levels.
DIRECTORS:
Mr. Deen Dayal Daga , Chairman of the Company retires at this AGM beings eligible for reappointment offers himself for the appointment at the AGM.
A brief resume of the Director being re-appointed is attached to the Notice for the ensuing Annual General meeting.
None of the Directors of your Company is disqualified as per provisions of Section 164(2) of the Companies Act, 2013. The Directors of the Company have made necessary disclosures as required under various provisions of the Companies Act 2013.
All independent directors have given declarations that they meet the criteria of independence as laid down under section 149(6) of the Companies Act, 2013 and as per the requirement of SEBI (LODR) Regulation 2015.
CORPORATE GOVERNANCE REPORT:
The Company is committed to observe good corporate governance practices. The report on Corporate Governance for the financial year ended March 31, 2016, as per regulation 34(3) read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 forms a part of this Annual Report. The requisite Certificate from the Statutory Auditors of the Company confirming compliance with the conditions of Corporate Governance is annexed to this Report.
BOARD EVALUATION
As per the provisions of the Companies Act, 2013 and SEBI (Listing Obligation and Disclosure Requirements) Regulations 2015, the formal annual evaluation was carried out for the Board''s own performance, its committee & Individual directors.
The Independent Directors meeting to review the performance of the non-Independent Directors and Board as a whole was held on 11.02.2016.
The manner and detail in which evaluation was carried out is stated in the Corporate Governance Report which is annexed and forms a part of this report.
MEETINGS
During the year four Board Meetings and four Audit Committee Meetings were convened and held. The details of which are given in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.
A calendar of Meetings is prepared and circulated in advance to the Directors.
DIRECTOR''S RESPONSIBILITY STATEMENT:
Based on the framework of internal financial controls established and maintained by the Company, reviews performed by Management in concurrence with the Audit Committee, is of the opinion that the Company''s internal financial controls were adequate and effective as on 31 March, 2016.
In Compliance with section 134(5) of the Companies Act, 2013, the Board of Directors to the best of their knowledge and hereby confirm the following:
(a) In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures.
(b) The Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit and loss of the company for that period.
(c) The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.
(d) The Directors had prepared the annual accounts on a going concern basis.
(e) The Directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and operating effectively.
(f) The Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.
RELATED PARTY TRANSACTIONS:
All related party transactions that were entered into during the financial year were on arm''s length basis and were in the ordinary course of the business. There are no materially significant related party transactions made by the company with Promoters, Key Managerial Personnel or other designated persons which may have potential conflict with interest of the company at large.
SUBSIDIARY COMPANIES:
The Company does not have any subsidiary company.
CODE OF CONDUCT:
The Code lays down the standard procedure of business conduct which is expected to be followed by the Directors and the designated employees in their business dealings and in particular on matters relating to integrity in the work place, in business practices and in dealing with stakeholders. The Code gives guidance through examples on the expected behavior from an employee in a given situation and the reporting structure.
All the Board Members and the Senior Management personnel have confirmed compliance with the Code.
The Code of conduct has been posted on the Company website www.archidply.com.
WHISTLE BLOWER POLICY:
The Company had implemented a vigil mechanism, whereby employees, directors and other stakeholders can report matters such as generic grievances, corruption, misconduct, fraud, misappropriation of assets and non-compliance of code of conduct to the Company. The policy safeguards the whistle blowers to report concerns or grievances and also provides a direct access to the Chairman of the Audit Committee. During the year under review none of the personnel has been denied access to the Chairman of Audit Committee. The Company has a vigil mechanism named Whistle Blower Policy to deal with instance of fraud and mismanagement, if any. The Committee reports to the Board. The Policy on vigil mechanism and whistle blower policy may be accessed on the Company''s websitehttp://www.archidply. com.
STATUTORY AUDITOR''S REPORT/ SECRETARIAL AUDITOR''S REPORT:
The observation made in the Auditor Report read together with relevant notes thereon are self-explanatory and hence, do not call for any further comments under Section 134 of the Companies Act, 2013.
Section 204 of the Companies Act, 2013 read with rules made there under inter-alia requires every listed company to annex with its Board report, a Secretarial Audit Report given by a Company Secretary in Practice, in the Form MR-3.
The Board of Directors has appointed Mr. Deepak Sadhu, Practicing Company Secretaries, as Secretarial Auditor to conduct the Secretarial Audit of the Company for the Financial Year 2015-16. The report did not contain any qualification, reservation or adverse remark. The Secretarial Audit Report of the Company for the Financial Year 2015-16 is annexed to this Report as Annexure D.
AUDITORS:
The Auditors M/s GRV & PK, Chartered Accountants, Bangalore, ratification to be the ensuing Annual General Meeting and being eligible offer themselves for re-appointment.
EXTRACT OF ANNUAL RETURN:
An extract of the Annual Return in Form MGT-9 in compliance with Section 92 of the Companies Act 2013 read with applicable Rules made there under is annexed to this Report as Annexure E.
BUSINESS RISK MANAGEMENT:
The Company had put in place an enterprise wide risk management framework. This holistic approach provides the assurance that, to the best of its capabilities, the Company identifies, assesses and mitigates risks that could materially impact its performance in achieving the stated objectives. The Audit committee ensures that the Company is taking appropriate measures to achieve prudent balance between risk and reward in both ongoing and new business activities. The Committee reviews strategic decisions of the Company and on regular basis, reviews the Company''s portfolio of risks and considers it against the Company Risk Appetite. The Committee also recommends changes to the Risk Management Technique and / or associated frameworks, processes and practices of the Company. A Risk Management Policy is available on our website, http://www.archidply.com.
PARTICULARS OF EMPLOYEES:
Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Companies Act, 2013, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. Particulars of employees remuneration, as required under section 197(12) of the Companies Act, 2013, read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, forms a part of this report.
Considering first proviso to Section 136(1) of the Companies Act, 2013, the Annual Report, excluding the said information, was sent to the members of the Company and others entitled thereto. The said information is available for inspection at the registered office of the Company during working hours up to the date of ensuing annual general meeting. Any member interested in obtaining such information may write to the Company Secretary in this regard.
PREVENTION OF SEXUAL HARRASSMENT:
In terms of the provisions of the Sexual Harassment of women at workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules there under, the Company has laid down the policy for prevention and redressal of complaints of sexual harassment at workplace. There was no complaint related to sexual / harassment during the year 2016.
CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION & ANALYSIS REPORTS:
The Corporate Governance and Management Discussion & Analysis Report, which form an integral part of this Report, are set out as separate Annexure, together with the Certificate from the auditors of the Company regarding compliance with the requirements of Corporate Governance .
AUDIT COMMITTEE /STAKEHOLDER RELATIONSHIP COMMITTEE /NOMINATION AND REMUNERATION COMMITTEE /CORPORATE SOCIAL RESPONSIBILITY COMMITTEE:
The Board of Directors has constituted four Committees i.e. audit committee, stakeholder relationship committee, nomination and remuneration committee, corporate social responsibility committee as per requirement of Corporate Governance under SEBI (LODR)Regulation 2015. The majority of the members of these committees are Independent and non-executives.
LISTING FEES:
The Equity shares of the Company are listed with Bombay Stock Exchange Ltd. (BSE) & National Stock exchange of India Limited (NSE). The annual listing fee for the year 2016-17 was paid within the scheduled time to BSE & NSE.
ACKNOWLEDGEMENT:
The Board appreciates the commitment and dedication of its employees across all the levels who have contributed to the growth and sustained success of the Company. We would like to thank all our clients, vendors, bankers and other business associates for their continued support and encouragement during the year.
For and on behalf of the Board of Directors
Place : Bengaluru Shyam Daga Rajiv Daga
Date : 30th May, 2016 (Managing Director) (Joint Managing Director )
Mar 31, 2015
Dear Members,
The Directors are pleased to present the Twentieth Annual Report
together with the Audited Statement of Accounts for the year ended 31st
March 2015.
FINANCIAL RESULTS
The financial results of the Company during the year under review are
summarized as under
( Rs. In Lakhs)
Year ended year ended
Particulars 31st March, 31st March,
2015 2014
Net sales 26,012.39 22,652.02
Depreciation & Amortization Expenses 491.91 546.42
Finance Costs 1109.15 1064.16
Profit before tax 630.46 508.86
Taxation 74.84 107.76
Profit after tax 555.62 401.10
operational REVIEW:
The Net Sales during the year under review increased by 14.83% from
22652.02 lakhs in the previous year to 26012.39 lakhs.
Export turnover of the Company increased by 27.63% from Rs.1414.63
lakhs in the previous year to Rs. 1805.60 lakhs.
The Profit Before Tax (PBT) increased by 23.89 %from Rs. 508.86 lakhs
in the previous year to Rs. 630.45 lakhs.
The Profit After Tax (PAT) increased by 38.52 % from Rs. 401.10 lakhs
in the previous year to Rs. 555.61 lakhs.
During the year under review , our concerted effort in growing the
revenues and contributions from the decorative laminates and
veneers,which are the value added products in the overall product mix
of the Company, coupled with the increase in the exports of the Company
have resulted in the improved topline and bottom line performance.
DIVIDEND:
The Board is happy to report an encouraging financial performance but
regret its inability to recommend any dividend as it is considered
prudent to conserve the resources for investments in the business.
Transfer to reserve
The Board proposes to transfer Profit After Tax of Rs. 555.62 lakhs to
the General Reserve.
SHARE CAPITAL:
The paid up equity capital as on March 31, 2015 was Rs. 2206.50 Lakhs.
The company has not issued shares with differential voting rights nor
granted stock options nor sweat equity during the year.
FINANCE:
Cash and cash equivalents as at March 31, 2015 was Rs. 954.13 lakhs.
The company continues to focus on judicious management of its working
capital, Receivables, inventories and other working capital parameters
were kept under strict check through continuous monitoring.
CREDIT RATING
Brickwork Ratings India Pvt Limited has upgraded Company's rating to
BBB (outlook stable) for long term Bank loan facilities.
MATERIAL CHANGES AND COMMITMENTS
There is no material changes and commitments affecting our financial
position between the end of the financial year to which this financial
statement relate and date of this report.
Significant and material orders passed by the regulators / courts /
tribunals impacting the going concern status and the Company's
operations in future:
As such there is no significant and material order by the regulator/
court/tribunals impacting the going concern status and the Company's
operation in future.
FIXED DEPOSITS:
your Company has not accepted any deposits within the meaning of
Section 73 of the Companies Act, 2013 and the Companies (Acceptance of
Deposits) Rules, 2014.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:
The Company has not given any loans or guarantees or investments
covered under the provisions of section 186 of the Companies Act, 2013.
INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:
The Company has an Internal Control System, commensurate with the size,
scale and complexity of its operations. The Company has inhouse
Internal Auditor. To maintain its objectivity and independence, the
Internal Auditor function reports to the Chairman of the Audit
Committee of the Board & Managing Director.
The Internal Auditor monitors and evaluates the efficacy and adequacy
of internal control system in the Company, its compliance with
operating systems, accounting procedures and policies at all locations
of the Company. Based on the report of internal audit function, process
owners undertake corrective action in their respective areas and thereby
strengthen the controls. Significant audit observations and
recommendations along with corrective actions thereon are presented to
the Audit Committee of the Board.
CORPORATE SOCIAL RESPQNSIBILITY(CSR) INITIATIVES
We have constituted a CSR committee for the purposes of recommending
and monitoring the CSR. The Board on the recommendation of CSR
committee adopted a CSR Policy . The same is available on our website,
http://www.archidply.com. The details of the CSR Committee and its
composition is given in the Corporate Governance Report.
As part of its initiatives under "corporate social responsibility"
(CSR), the company has contributed funds for the schemes of promotion
of education by way of supporting the school infrastructure development
.
The annual report on our CSR activities is appended as Annexure A to
the Board's report.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE
EARNINGS AND OUTGO
The statement containing the necessary information as required under
Section 134 of the Companies Act, 2013 read with Companies (Accounts)
Rules, 2014 relating to conservation of energy, technology absorption,
foreign exchange earnings and outgo are annexed hereto and forms an
integral part of this report. (Annexure 'C')
INDUSTRIAL RELATIONS:
During the year under review, your Company enjoyed cordial relationship
with workers and employees at all levels.
DIRECTORS:
Shri. Kamal Kishore Taparia, an independent director submitted his
resignation to the Board on Feb 13, 2015. The same was accepted by the
Board in its meeting held on Feb 13, 2015. The Board placed on record
its sincerest thanks and gratitude for the invaluable contribution made
by Shri. Kamal Kishore Taparia towards the growth and development of
the company during his tenure as a director.
Mr. Deen Dayal Daga as eligible to re-appoint as Executive Chairman of
the Company for a period of five years are recommended by Board.
Mr. Shyam Daga as eligible to re-appoint as Managing Director & CFO of
the Company for a period of five years are recommended by Board.
Mr. Rajiv Daga as eligible to re-appoint as Joint Managing Director &
CEO of the Company for a period of five years are recommended by
Board..
Mrs. Shanthi Varadaraj Mallar was appointed as additional directors
retires at the ensuing Annual General Meeting as a women director in
the Board on 11/03/2015. The Board now recommends the appointment of
Mrs. Shanthi VaradarajMallar as independent Women director under
section 149 (1) of the Companies Act, 2013 and clause 49 of the listing
agreement in the ensuing A.G.M. to hold office for 5 (Five) consecutive
years i.e. for a term up to the conclusion of 25th Annual General
Meeting of the company in the calendar year 2020.
A brief resume of the Directors being appointed / re-appointed are
attached to the Notice for the ensuing Annual General meeting.
None of the Directors of your Company is disqualified as per provisions
of Section 164 of the Companies Act, 2013. The Directors of the Company
have made necessary disclosures as required under various provisions of
the Companies Act and clause 49 of the Listing Agreement.
All independent directors have given declarations that they meet the
criteria of independence as laid down under section149(6) of the
Companies Act, 2013 and clause 49 of the Listing Agreement.
BOARD EVALUATION
Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of
the Listing Agreement, the Board has carried out an evaluation of its
own performance, the directors individually as well as the evaluation
of the working of its Audit, Nomination & Remuneration Committees. The
independent Directors meeting to review the performance of the
non-independent Directors and Board as a whole was held on 13.02.2015.
The manner in which the evaluation has been carried out has been
explained in the Corporate Governance Report.
REMUNERATION POLICY
The Board has, on the recommendation of the Nomination & Remuneration
Committee framed a policy for selection and appointment of Directors,
Senior Management and their remuneration. The Remuneration Policy is
stated in the Corporate Governance Report.
BOARD MEETINGS
A calendar of Meetings is prepared and circulated in advance to the
Directors.
During the year Six Board Meetings and four Audit Committee Meetings
were convened and held. The details of which are given in the Corporate
Governance Report. The intervening gap between the Meetings was within
the period prescribed under the Companies Act, 2013.
We have circulated the calendar of meetings for the year 2015-16 to the
Directors.
DIRECTOR'S RESPONSIBILITY STATEMENT:
In terms of Section 134 (5) of the Companies Act, 2013, the Board of
Directors, to the best of their knowledge and ability confirm that:
i) In the preparation of the annual accounts, applicable accounting
standards have been followed along with proper explanations relating to
material departures.
ii) 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 at the end of the financial year and of the profit or
loss of the Company for the year under review.
iii) The directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of this Act for safeguarding the assets of the Company and
for preventing and detecting fraud and other irregularities.
iv) The directors have prepared the annual accounts on a going concern
basis.
v) The directors had laid down internal financial controls to be
followed by the company and that such internal financial controls are
adequate and were operating effectively.
vi) The directors had devised proper system to ensure compliance with
the provisions of all applicable laws and that such system were
adequate and operating effectively.
RELATED PARTY TRANSACTIONS:
All related party transactions that were entered into during the
financial year were on arm's length basis and were in the ordinary
course of the business. There are no materially significant related
party transactions made by the company with Promoters, Key Managerial
Personnel or other designated persons which may have potential conflict
with interest of the company at large.
SUBSIDIARY COMPANIES:
The Company does not have any subsidiary company.
CODE OF CONDUCT:
The Board of Directors has approved a Code of Conduct which is
applicable to the Members of the Board and all employees in the course
of day to day business operations of the company The Code has been
posted on the Company's website www.archidply.com.
The Code lays down the standard procedure of business conduct which is
expected to be followed by the Directors and the designated employees
in their business dealings and in particular on matters relating to
integrity in the work place, in business practices and in dealing with
stakeholders. The Code gives guidance through examples on the expected
behavior from an employee in a given situation and the reporting
structure.
All the Board Members and the Senior Management personnel have
confirmed compliance with the Code.
WHISTLE BLOWER POLICY:
The Company has established a"Vigil Mechanism" for its employees and
Directors, enabling them to report any concerns of unethical behavior,
suspected fraud or violation of the Company's Code of Conduct.
The Whistle Blower Policy has been adopted by the Board which an Audit
Committee overlooks into the implementation of the policy.. The
Committee reports to the Board. The employees and other stakeholders
have direct access to the Chairperson of the Audit Committee for
concerns, if any, for review. The Policy on vigil mechanism and whistle
blower policy may be accessed on the Company's
websitehttp://www.archidply.com.
PREVENTION OF SEXUAL HARASSMENT:
We have zero tolerance for sexual harassment at workplace and have
adopted a policy on prevention , prohibition and redressal of sexual
harassment at Work place in line with the provisions of the Sexual
Harassment of Women at Workplace ( Prevention, Prohibition and
Redressal) ACT, 2013 and the Rules thereunder for prevention and
Redressal of Complaints of sexual harassment at workplace. There was no
complaint related to sexual harassment during the year 2015.
AUDITOR'S REPORT:
The observation made in the Auditors' Report read together with
relevant notes thereon are self-explanatory and hence, do not call for
any further comments under Section 134 of the Companies Act, 2013.
As required under section 204 (1) of the Companies Act, 2013 the
Company has obtained a Secretarial Audit Report
AUDITORS:
The Auditors M/s GRV & PK, Chartered Accountants, Bengaluru,
appointment to be ratified at the ensuing Annual General Meeting and
being eligible offer themselves for re-appointment.
SECRETARIAL AUDIT:
Pursuant to provisions of section 204 of the Companies Act, 2013 and
The Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014 the company has appointed Mr. J V Shivaprakash Practicing
Company Secretary, Bengaluru to undertake the Secretarial Audit of the
Company. The Secretarial Audit report for the year ended 31st March,
2015 is annexed herewith as " Annexure D"
EXTRACT Of ANNUAL RETURN:
The details forming part of the extract of the Annual Return in form
MGT-9 is annexed herewith as "Annexure E"
RISK MANAGEMENT POLICY:
Pursuant to section 134 (3) (n) of the Companies Act, 2013 & Clause 49
of the listing agreement, during the year, the role of Audit Committee
is enhanced to take care of Risk Management which has been entrusted
with the responsibility to assist the Board in (a) Overseeing and
approving the Company's enterprise wide risk management framework; and
(b) Overseeing that all the risks that the organization faces such as
strategic, financial, credit, raw material, foreign exchange
fluctuation, quality , cost and other risks have been identified and
assessed and there is an adequate risk management infrastructure in
place capable of addressing those risks. A Risk Management Policy was
reviewed and approved by the Committee during the year is available on
our website, http:// www.archidply.com.
PARTICULARS ON REMUNERATION 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 in respect of employees of the Company, are provided in
Annexure 'B'.
CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION & ANALYSIS REPORTS
The Corporate Governance and Management Discussion & Analysis Report,
which form an integral part of this Report, are set out as separate
Annexures, together with the Certificate from the auditors of the
Company regarding compliance with the requirements of Corporate
Governance as stipulated in Clause 49 of the Listing Agreement.
AUDIT COMMITTEE /STAKEHOLDER RELATIONSHIP COMMITTEE / NOMINATION AND
REMUNERATION COMMITTEE / CORPORATE SOCIAL RESPONSIBILITY COMMITTEE
The Board of Directors has constituted four Committees i.e., audit
committee, stakeholder relationship committee, nomination and
remuneration committee, corporate social responsibility committee as
per requirement of Corporate Governance under listing Agreement. The
majority of the members of these committees are Independent and
non-executives. The more details are given under the Corporate
Governance Report
LISTING FEES
The Equity shares of the Company are listed with Bombay Stock Exchange
Ltd. (BSE) & National Stock exchange of India Limited (NSE). The annual
listing fee for the year 2015-16 was paid within the scheduled time to
BSE & NSE.
ACKNOWLEDGEMENT:
Your Company and its Directors wish to extend their sincerest thanks to
the Members of the Company, Bankers, State Government, Local Bodies,
Customers, Suppliers, Executives, Staff and workers at all levels for
their continuous co- operation and assistance.
For and on behalf of the Board of Directors
Place : Bengaluru Deen Dayal Daga
Date : 23rd May, 2015 Chairman
Mar 31, 2014
TO THE MEMBERS OF ARCHIDPLY INDUSTRIES LIMITED
The Directors are pleased to present the Nineteenth Annual Report
together with the Audited Statement of Accounts for the year ended 31st
March 2014.
FINANCIAL RESULTS
The financial results of the Company during the year under review are
summarized as under
( Rs In Lakhs)
Year ended year ended
Particulars 31st March, 31st March
2014 2013
Net sales 22,652.02 20189.39
Depreciation & Amortization Expenses 546.42 474.15
Finance Costs 1064.14 901.71
Profit before tax 508.86 249.98
Taxation 107.76 43.51
Profit after tax 401.10 206.47
PERFORMANCE REVIEW
During the year of operation, your Company has earned a profit after
tax for current year of Rs. 401.10 lakhs as compared to Rs. 206.47
lakhs p.a. registering the growth of 94.26% over last year. your
Company''s Net turnover during the year ended 31.03.2014 was Rs.
22,652.02 lacs as against the previous year turnover of Rs. 20189.39
lacs. During the year under review the overall the net sales of the
Company grew by 12.20% over the last year. The Export turnover of the
Company has also increased from Rs. 9,53,70,076 to Rs. 14,14,63,156,
resulting in 48.33% growth over last year.
DIVIDEND
To further improve its capacity utilization, consolidate its existing
facilities and strengthen its financial position, the management has
retained the profit and no dividend is recommended.
TRANSFER TO RESERVE
The Board of Directors proposes to Transfer Profit After Tax Rs. 401.10
lakhs to the General Reserve.
SUBSIDIARIES OF THE COMPANY
The Company does not have any subsidiary Company.
DIRECTORS'' RESPONSIBILITY STATEMENT AS PER SECTION 217(2AA) OF THE
COMPANIES ACT, 1956.
Pursuant to Section 217(2AA) of the Companies Act, 1956 with respect to
Directors'' Responsibility Statement, it is hereby confirmed,
(i) That in the preparation of the accounts for the financial year
ended 31st March, 2014, the applicable accounting standards have been
followed along with proper explanation relating to material departures;
(ii) That the Directors have selected such accounting policies and
applied them consistently and made judgments and estimates, that are
reasonable and prudent so as to give a true and fair view of the state
of affairs of the company at the end of the financial year and of the
profit or loss of the company for the year under review;
(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, 1956 for safeguarding the assets of
the company and for preventing and detecting fraud and other
irregularities; and
(iv) That the Directors have prepared the accounts for the financial
year ended March 31, 2014 on a going concern basis.
CORPORATE GOVERNANCE
The Corporate Governance & MDA report forms an integral part of the
report and is set out as separate annexure to this report. The
certificate from the Statutory Auditor of the Company certifying
compliance of the conditions of the Corporate Governance as stipulated
in clause 49 of the listing agreement is annexed to the report on
Corporate Governance.
AUDIT COMMITTEE / INVESTOR GRIEVANCE COMMITTEE/ REMUNERATION &
COMPENSATION COMMITTEE
The Board of Directors has constituted three committees i.e. Audit
Committee, Investor Grievance committee and Remuneration/ Compensation
Committee as per the requirement of Corporate Governance under the
Listing Agreement. The majority of the members of these committees are
independent & non executives.
FIXED DEPOSITS
The Company has neither accepted nor renewed any Fixed Deposits from
the public during the year under review.
DIRECTORS
Pursuant to the provisions of Sections 149, 150,152 read with Schedule
IV and all other applicable provisions of the Companies Act, 2013 and
the rules made thereunder and clause 49 of the Listing Agreement, it is
proposed to appoint Mr. Mohammed Shahid Aftab, Mr. Kamal Kishore
Shrigopal Taparia and Mr. Bharath Kumar Hukumchand Rathi as an
Independent Director of the Company to hold office for 5 (five)
consecutive years till the conclusion of the 24th Annual general
Meeting of the Company in the calendar year 2019.
Mr. Rajiv Daga Director of the Company is liable to retire by rotation
at the ensuing Annual General Meeting. He is eligible for appointment
and offers himself for re-appointment.
A brief resume of the Directors being appointed / re-appointed are
attached to the Notice for the ensuing Annual General meeting.
None of the Directors of your Company is disqualified as per provisions
of Section 164 of the Companies Act, 2013. The Directors of the Company
have made necessary disclosures as required under various provisions of
the Companies Act and clause 49 of the Listing Agreement.
Your Board recommend their appointment as Directors of your Company.
CORPORATE SOCIAL RESPONSIBILITY (CSR)
The net Profit before tax of the company has increased by Rs. 5 crore
during the FY2014, thus for the FY2015, Company has constituted the CSR
committee of the Board Comprising of Mr. K.K. Taparia, Mr. B.H. Rathi,
Mr. Shyam Daga & Mr. Deen Dayal Daga. The committee shall recommend the
policy for CSR to the Board as per the section 135 of the companies
Act, 2013 & Rules made there under.
LISTING FEES
The Equity shares of the Company are listed with Bombay Stock Exchange
Ltd. (BSE) & National Stock exchange (NSE) of India Limited (NSE). The
annual listing fee for the year 2014-15 was paid within the scheduled
time to BSE & NSE.
AUDITORS
M/s GRV & PK, Chartered Accountants, (Firm Registration No.008099S) who
are statutory auditors of the Company hold office, in accordance with
the provisions of the Companies Act, 2013, upto the conclusion of the
third consecutive Annual General Meeting and are eligible for
reappointment.(subject to ratification at every Annual General Meeting)
The Company has received letter from them to the effect that their
appointment / reappointment, if made, would be within the prescribed
limits under Section 139 & 142 of the Companies Act, 2013 and that they
are not disqualified for such appointment / reappointment within the
meaning of Section 141 of the said Act.
For the observations made by the Auditors in their report are self
explanatory and do not require any explanations.
COST AUDITORS
Pursuant to the directives of the Central Government under the
provision of Section 233B of the Companies Act, 1956, M/s. A.S. Rao &
Co. Cost Accountants, FRN: 000326 were appointed to audit the cost
records of the Company. The Cost Audit Report for the Financial year
2012-13 has been filed on 10.10.2013 and the cost audit report for the
Financial year 2013-14 shall be filed within due date.
CEO/CFO CERTIFICATION
As required by clause 49 of the listing Agreement, the CEO/CFO
Certification has been submitted to the Board and a copy thereof is
contained elsewhere in this Annual Report.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION. FOREIGN EXCHANGE
EARNINGS AND OUTGO
The statement containing the necessary information as required under
the Section 217(1)(e) of the Companies Act, 1956 read with Companies
(Disclosure of Particulars in Report of Board of Directors) Rules 1988,
relating to conservation of energy, technology absorption, foreign
exchange earnings and outgo are annexed hereto and forms an integral
part of this report.
EMPLOYEE PARTICULARS
The Statement of employees required under Section 217(2A) of the
Companies Act, 1956 read with the Companies (Particulars of Employees)
Rules, 1975 is not annexed, as there are no employees drawing salary
exceeding the present limits as provided under the Act.
The relations between the management and employees remain normal and
cordial during the year under review.
ACKNOWLEDGMENTS
The Directors wish to thank the Company''s esteemed customers, partners,
suppliers, bankers and above all, its shareholders and investors for
their continued support and co-operation. Your Directors wish to place
on record their deep sense of appreciation for the dedication,
commitment and contribution made by the employees at all levels during
this year.
For and on behalf of the Board of Directors
Place : Bangalore Deen Dayal Daga
Date : 28th May, 2014 Chairman
Mar 31, 2013
TO THE MEMBERs OF ARCHIDPLY INDUsTRIEs LIMITED
The Directors are pleased to present the Eighteenth Annual Report
together with the Audited Statement of Accounts for the year ended 31st
March 2013.
FINANCIAL REsULTs
The fnancial results of the Company during the year under review are
summarized as under:
(Rs. In Lakhs )
Year ended Year ended
Particulars 31st March, 2013 31st March, 2012
Net sales 20189.39 17144.56
Depreciation & Ammortisation
Expenses 474.15 469.20
Finance Costs 991.58 1347.21
Proft on sale of land __ 465.38
Proft before tax 249.98 113.83
Taxation 43.51 22.44
Proft after tax 206.47 91.39
PERFORMANCE REVIEW
During the year of operation, your Company has earned a proft after tax
for current year of Rs. 206.47 lakhs. Your Company''s Net turnover
during the year ended 31.03.2013 was Rs. 20,189.39 lacs as against the
previous year turnover of Rs. 17,144.56 lacs.The Turnover has
registered 17.30% growth and Net Proft has raised 125% and the fnance
cost has been reduced by 28%. The Exports have also shown a remarkable
growth of 57 times when compared to the previous year. The exports
amounted to Rs.16,67,175 for the year ended 31.03.2012 and
Rs.9,53,70,076 for the year ended 31.03.2013
DIVIDEND
Keeping in view the uncertainity in the economy and volatile nature of
business environment, to further improve the capacity utilization and
consolidate its existing facilities,the management is cautious and
retained the proft for further improvement.
TRANsFER TO REsERVE
The Board of Directors proposes to Transfer Rs.206.47 Lakhs to the
Reserve.
sUBsIDIARIEs OF THE COMPANY
The Company does not have any subsidiary Company.
DIRECTORs'' REsPONsIBILITY sTATEMENT As PER sECTION 217 (2AA) OF THE
COMPANIEs ACT, 1956.
Pursuant to Section 217(2AA) of the Companies Act, 1956 with respect to
Directors'' Responsibility Statement, it is hereby confrmed,
(i) That in the preparation of the accounts for the fnancial year ended
31st March, 2013, the applicable accounting standards have been
followed along with proper explanation relating to material departures;
(ii) That the Directors have selected such accounting policies and
applied them consistently and made judgments and estimates, that are
reasonable and prudent so as to give a true and fair view of the state
of afairs of the company at the end of the fnancial year and of the
proft or loss of the company for the year under review;
(iii) That the Directors have taken proper and sufcient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 1956 for safeguarding the assets of
the company and for preventing and detecting fraud and other
irregularities; and
(iv) That the Directors have prepared the accounts for the fnancial
year ended March 31, 2013 on a going concern basis.
CORPORATE GOVERNANCE
The Corporate Governance & MDA report forms an integral part of the
report and is set out as separate annexure to this report. The
certifcate from the Statutory Auditor of the Company certifying
compliance of the conditions of the Corporate Governance as stipulated
in clause 49 of the listing agreement is annexed to the report on
Corporate Governance.
AUDIT COMMITTEE / INVEsTOR GRIEVANCE COMMITTEE / REMUNERATION &
COMPENsATION COMMITTEE
The Board of Directors have constituted three committees i.e. Audit
Committee, Investor Grievance committee and Remuneration/ Compensation
Committee as per the requirement of Corporate Governance under the
Listing Agreement. The majority of the members of these committees are
independent & non executives.
FIXED DEPOsITs
The Company has neither accepted nor renewed any Fixed Deposits from
the public during the year under review.
DIRECTORs
Mr. Mohammed Shahid Aftab Director of the Company is liable to retire
by rotation at the ensuing Annual General Meeting. He is eligible for
appointment and ofers himself for re-appointment.
A brief resume of the Director who is re-appointed is attached to the
Notice of the ensuing Annual General meeting.
None of the Directors of your Company are disqualifed as per provisions
of Section 274 (1) (g) of the Companies Act, 1956. The Directors of the
Company have made necessary disclosures as required under various
provisions of the Companies Act and clause 49 of the Listing Agreement.
LIsTING FEEs
The Equity shares of the Company are listed with Bombay Stock Exchange
Ltd. (BSE) & National Stock exchange of India Limited (NSE). The annual
listing fee for the year 2013-14 was paid within the scheduled time to
BSE & NSE.
AUDITORs
M/s GRV & PK, Chartered Accountants, who are statutory auditors of the
Company hold ofce, in accordance with the provisions of the Companies
Act, 1956, upto the conclusion of the forthcoming Annual General
Meeting and are eligible for reappointment.
The Company has received letter from them to the efect that their
appointment / reappointment, if made, would be within the prescribed
limits under Section 224(1B) of the Companies Act, 1956 and that they
are not disqualifed for such appointment / reappointment within the
meaning of Section 226 of the said Act.
For the observations made by the Auditors in their report are self
explanatory and do not require any explanations.
COsT AUDITORs
Pursuant to the order no. F.No. 52/26/CAB-2010 dated June 30, 2011
issued by the Central Government in terms of the provisions of Section
233B of the Companies Act, 1956, audit of cost records is mandatory for
the products manufactured by the Company at its two manufacturing units
viz., Chintamani (Karnataka) and Rudrapur (uttarakhand) and the Central
Government has approved the appointment of "M/s.A.S.Rao & Co Cost
Accountants, Visakhapatnam, Andhra Pradesh" as Cost Auditors of the
Company. The cost audit report for the Financial year 2011-12 has been
fled and the cost audit report for the Financial year 2012-13 shall be
fled within the due date.
CONsERVATION OF ENERGY, TECHNOLOGY ABsORPTION, FOREIGN EXCHANGE
EARNINGs AND OUTGO
The statement containing the necessary information as required under
Section 217 (1)(e) of the Companies Act, 1956 read with Companies
(Disclosure of Particulars in Report of Board of Directors) Rules 1988,
relating to conservation of energy, technology absorption, foreign
exchange earnings and outgo are annexed hereto and forms an integral
part of this report.
EMPLOYEE PARTICULARs
The Statement of employees required under Section 217(2A) of the
Companies Act, 1956 read with the Companies (Particulars of Employees)
Rules, 1975 is not annexed, as there are no employees drawing salary
exceeding the present limits as provided under the Act.
The relations between the management and employees remain normal and
cordial during the year under review.
ACKNOWLEDGEMENTs
The Directors wish to thank the Company''s esteemed customers, partners,
suppliers, bankers and above all, its shareholders and investors for
their continued support and co-operation. Your Directors wish to place
on record their deep sense of appreciation for the dedication,
commitment and contribution made by the employees at all levels during
this year.
For and on behalf of the Board of Directors
Place : Bangalore Deen Dayal Daga
Date : 28th May, 2013 Chairman
Mar 31, 2012
TO THE MEMBERS OF ARCHIDPLY INDUSTRIES LIMITED
The Directors are pleased to present the Seventeenth Annual Report
together with the Audited Statement of Accounts for the year ended 31st
March, 2012.
FINANCIAL RESULTS
The financial results of the Company during the year under review are
summarized as under :
(Rs. In Lakhs)
Year ended Year ended
Particulars 31st March, 2012 31st March, 2011
Net sales 17,144.56 15,460.95
Profit before Interest & Depreciation 1,957.24 1,605.68
Depreciation & Amortization Expenses 496.20 485.22
Finance Costs 1,347.21 1,087.69
Profit before tax 113.83 32.77
Taxation 22.44 32.50
Profit after tax 91.39 0.27
PERFORMANCE REVIEW
During the year of operation, your Company has earned a profit after
tax for current year of Rs. 91.39 lakhs. Your Company's Net turnover
during the year ended 31st March, 2012 was Rs. 17,144.56 lakhs. The
Company has achieved an increase of 10.88% in net turnover for the
current financial year as against the previous year turnover of Rs.
15,460.95 lakhs. Profit before Interest & Depreciation has increased by
21.89% from Rs. 1,605.68 lakhs in previous year to Rs. 1,957.24 lakhs for
the Current year.
DIVIDEND
After the shifting of the Mysore Unit to Chintamani Unit your Company
is improving capacity utilization and consolidating its existing
facilities during the year to cater to the future. In order to conserve
its resources for future consolidation, the directors have decided not
to recommend the dividend for the current year.
TRANSFER TO RESERVE
The Board of Directors proposes to Transfer Rs. 91,39,346/- to the
General Reserve.
INCREASE IN SHARE CAPITAL
During the year, we issued 13500 shares on exercise of stock options
under the "Archidply Industries Limited ESOS-2009", as a result of
this, the issued, subscribed & paid-up equity shares increased from
2,20,51,500 to 2,20,65,000 equity shares. The issued, subscribed &
paid-up share capital as at 31st March, 2012 is Rs. 22,06,50,000.
SALE OF LAND AT MYSORE
The Company has sold the land of the Mysore Unit of 225423 sq. ft. (5
Acres 7 Guntas) area for Rs. 20,85,16,276/- only. The Company has also
earned income on the sale of land at Mysore Unit belonging to the
Mysore Chipboards Limited measuring 251559 sq. ft. (5 Acres 31 Guntas)
area of Rs. 4,65,38,415/-. The land was purchased from the Mysore
Chipboards Limited for Rs. 740 per sq. ft. and was sold at Rs. 925 sq. ft.
EXPANSION
The Company is planning to add one more line of laminate press at its
Rudrapur Unit and also plan to start the export of laminates in the
coming financial year.
SUBSIDIARIES OF THE COMPANY
The Company does not have any subsidiary Company.
DIRECTORS' RESPONSIBILITY STATEMENT AS PER SECTION 217 (2AA) OF THE
COMPANIES ACT, 1956.
Pursuant to Section 217 (2AA) of the Companies Act, 1956 with respect
to Directors' Responsibility Statement, it is hereby confirmed,
(i) That in the preparation of the accounts for the financial year
ended 31st March, 2012, the applicable accounting standards have been
followed along with proper explanation relating to material departures;
(ii) That the Directors have selected such accounting policies and
applied them consistently and made judgments and estimates, that are
reasonable and prudent so as to give a true and fair view of the state
of affairs of the company at the end of the financial year and of the
profit or loss of the company for the year under review;
(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, 1956 for safeguarding the assets of
the company and for preventing and detecting fraud and other
irregularities; and
(iv) That the Directors have prepared the accounts for the financial
year ended 31st March, 2012 on a going concern basis.
CORPORATE GOVERNANCE
The Corporate Governance & MDA report forms an integral part of the
report and is set out as separate annexure to this report. The
certificate from the Statutory Auditor of the Company certifying
compliance of the conditions of the Corporate Governance as stipulated
in clause 49 of the listing agreement is annexed to the report on
Corporate Governance.
AUDIT COMMITTEE / INVESTOR GRIEVANCE COMMITTEE / REMUNERATION &
COMPENSATION COMMITTEE
The Board of Directors has constituted three committees i.e. Audit
Committee, Investor Grievance committee and Remuneration / Compensation
Committee as per the requirement of Corporate Governance under the
Listing Agreement. The majority of the members of these committees are
independent & non executives.
FIXED DEPOSITS
The Company has neither accepted nor renewed any Fixed Deposits from
the public during the year under review.
DIRECTORS
The Board of Directors had in their meeting held on 29th May, 2012,
subject to approval of the members in the general meeting, has
appointed Mr. Deen Dayal Daga, as Chairman, Mr. Shyam Daga as Managing
Director and Mr. Rajiv Daga as Joint Managing Director for a period of
three years.
Mr. Bharath Kumar Hukumchand Rathi, Director of the Company is liable
to retire by rotation at the ensuing Annual General Meeting. He is
eligible for appointment and offers himself for re- appointment.
A brief resume of the Directors being appointed / re-appointed are
attached to the Notice for the ensuing Annual General Meeting.
None of the Directors of your Company is disqualified as per provisions
of Section 274 (1) (g) of the Companies Act, 1956. The Directors of
the Company have made necessary disclosures as required under various
provisions of the Companies Act and Clause 49 of the Listing Agreement.
EMPLOYEES STOCK OPTION SCHEME
The in principle approval for the Employee stock Option scheme -
"Archidply Industries Limited ESOS-2009" exercisable into not more than
2,00,000 options has been obtained by the Company. The options are
vested to the eligible employees as per the scheme with effect from 1st
April, 2010.
The Company implemented the Employee Stock option Scheme in accordance
with the SEBI (Employee Stock Option Scheme & Employee Stock Option
Purchase Scheme) Guidelines, 1999. The Compensation Committee
constituted in accordance with the SEBI guidelines administers and
monitors the ESOS. The applicable disclosures as stipulated under the
SEBI Guidelines as at 31st March, 2012 are given below :
(i) Options Granted : 93000 on 1st April, 2009
(ii) Exercise Price : Rs. 10 per option
(iii) Options Vested : 72500
(iv) Options Exercised : 65000
(v) Total no. of shares arising as a result of exercise of option :
65000
(vi) Options lapsed : 28000
(vii) Money realized by exercise of options : Rs. 6,50,000/-
(viii) Total number of options in force : Nil
(ix) Employee wise details of options vested :
a) Senior Managerial Personnel (4500 options each) : Nil
b) Any other employee who received a grant in any one year of options
amounting to 5% or more of options granted during the one year : Nil
c) Identified employees, who were granted options, during one year,
equal to or exceeding 1% of the issued capital of the Company at the
time of grant : Nil
(x) Diluted EPS as per AS 20 : 0.41
(xi) Impact on profit : Nil
The Company has received a certificate from the Auditors of the Company
that the ESOS has been implemented in accordance with the SEBI
Guidelines and the resolution passed by the shareholders. The
Certificate would be available at the Annual General Meeting for
inspection by members.
LISTING FEES
The Equity shares of the Company are listed with Bombay Stock Exchange
Ltd. (BSE) & National Stock exchange of India Limited (NSE). The annual
listing fee for the year 2012-13 was paid within the scheduled time to
BSE & NSE.
AUDITORS
M/s. G R V & P K, Chartered Accountants, who are statutory auditors of
the Company hold office, in accordance with the provisions of the
Companies Act, 1956, upto the conclusion of the forthcoming Annual
General Meeting and are eligible for reappointment.
The Company has received letter from them to the effect that their
appointment / reappointment, if made, would be within the prescribed
limits under Section 224(1 B) of the Companies Act, 1956 and that they
are not disqualified for such appointment / reappointment within the
meaning of Section 226 of the said Act.
For the observations made by the Auditors in their report are self
explanatory and do not require any explanations.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE
EARNINGS AND OUTGO
The statement containing the necessary information as required under
Section 217 (1)(e) of the Companies Act, 1956 read with Companies
(Disclosure of Particulars in Report of Board of Directors) Rules 1988,
relating to conservation of energy, technology absorption, foreign
exchange earnings and outgo are annexed hereto and forms an integral
part of this report.
EMPLOYEE PARTICULARS
The Statement of employees required under Section 217 (2A) of the
Companies Act, 1956 read with the Companies (Particulars of Employees)
Rules, 1975 is not annexed, as there are no employees drawing salary
exceeding the present limits as provided under the Act.
The relations between the management and employees remain normal and
cordial during the year under review.
ACKNOWLEDGEMENTS
The Directors wish to thank the Company's esteemed customers, partners,
suppliers, bankers and above all, its shareholders and investors for
their continued support and co-operation. Your Directors wish to place
on record their deep sense of appreciation for the dedication,
commitment and contribution made by the employees at all levels during
this year.
For and on behalf of the Board of Directors
Place : Bangalore Deen Dayal Daga
Date : 29th May, 2012 Chairman
Mar 31, 2011
TO THE MEMBERS OF
ARCHIDPLY INDUSTRIES LIMITED
The Directors are pleased to present the Sixteenth Annual Report
together with the Audited Statement of Accounts for the year ended 31st
March 2011.
FINANCIAL RESULTS
The financial results of the Company during the year under review are
summarized as under:
( Rs. in lakhs)
Year ended Year ended
Particulars 31.03.2011 31.03.2010
Net sales 15,385.65 15,132.46
Profit before interest & Depreciation 1592.19 2349.54
Depreciation 485.22 432.86
Interest 1072.20 975.00
Profit before tax 34.76 941.68
Taxation 32.50 143.82
Profit after tax 2.26 797.86
PERFORMANCE REVIEW
During the year of operation, your Company has earned a profit after
tax for current year of Rs. 2.26 lakhs. Your Company's Net turnover
during the year ended 31.03.2011 was Rs.15385.65 lacs as against the
previous year turnover of Rs. 15132.46 lacs. Due to the closure of the
Mysore Unit of the Company, there is the flat sales and reduction in
overall profits of the Company during the current financial year.
DIVIDEND
Your Company is improving capacity utilization and consolidating its
existing facilities during the year to cater to the future. In order to
meet its growing fund requirement and to conserve its resources for
future consolidation, the directors have decided not to recommend the
dividend for the current year.
TRANSFER TO RESERVE
The Board of Directors proposes to Transfer Rs. 26,664/- to the General
Reserve.
INCREASE IN SHARE CAPITAL
During the year, we issued 51500 shares on exercise of stock options
under the "Archidply Industries Limited ESOS- 2009", as a result of
this , the issued , subscribed & paid-up equity shares increased from
2,20,00,000 to 2,20,51,500 equity shares. The issued, subscribed &
paid-up share capital as on 31.03.2011 is Rs. 220,515,000.
SALE OF MYSORE UNIT
The Mysore Unit's manufacturing facilities of the decorative veneer &
pre-laminated Particle Board have been shifted to the Chintamani Unit.
Further the Plywood Machineries will be shifted during the year to
Chintamani Unit. The Board of Directors has decided to sale of the
remaining old machinery and land at the Mysore unit so as to improve
the further liquidity in the company and reduce overall the interest
burden on the Company. The approval of the shareholders through postal
ballot for disposal of undertaking is sought by the Company.
SUBSIDIARIES OF THE COMPANY
The Company does not have any subsidiary Company.
DIRECTORS' RESPONSIBILITY STATEMENT AS PER SECTION 217 (2AA) OF THE
COMPANIES ACT, 1956.
Pursuant to Section 217(2AA) of the Companies Act, 1956 with respect to
Directors' Responsibility Statement, it is hereby confirmed,
(I) That in the preparation of the accounts for the financial year
ended 31stMarch, 2011, the applicable accounting standards have been
followed along with proper explanation relating to material departures.
(ii) That the Directors have selected such accounting policies and
applied them consistently and made judgments and estimates that are
reasonable and prudent so as to give a true and fair view of the state
of affairs of the company at the end of the financial year and of the
profit or loss of the company for the year under review.
(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, 1956 for safeguarding the assets of
the company and for preventing and detecting fraud and other
irregularities; and
(iv) That the Directors have prepared the accounts for the financial
year ended March 31, 2011 on a going concern basis.
CORPORATE GOVERNANCE
The Corporate Governance & MDA report forms an integral part of the
report and is set out as separate annexure to this report. The
certificate from the Statutory Auditor of the Company certifying
compliance of the conditions of the Corporate Governance as stipulated
in clause 49 of the listing agreement is annexed to the report on
Corporate Governance.
AUDIT COMMITTEE / INVESTOR GRIEVANCE COMMITTEE/ REMUNERATION &
COMPENSATION COMMITTEE
The Board of Directors has constituted three committees i.e. Audit
Committee, Investor Grievance committee and Remuneration /Compensation
Committee as per the requirement of Corporate Governance under the
Listing Agreement. The majority of the members of these committees are
independent & non executives.
FIXED DEPOSITS
The Company has neither accepted nor renewed any Fixed Deposits from
the public during the year under review.
DIRECTORS
Sudden demise of Shri. N.S. Adkoli IFS (Retd) One of our First
Directors, who was also Chairman, Treelands Development Services,
Founder Director Bamboo Society of India, Promoter Agro - Forestry
Association, Consultant in Forestry, Wildlife, Environment,
Bio-diversity etc, on 5th of April 2011 has created a huge void in our
company and also amongst foresters, friends and family members.
He was brilliant, sincere, hard working, honest, kind hearted, helpful,
punctual, open minded, disciplined, straight forward and has kept his
dignity high throughout his life.
He was "Born Free Ever Green Forester", and practiced forestry and
stood for the values of forestry and environment until his last breath.
In short he was a simple and truly a great man.
He is survived by his wife Smt. Leela, daughter Smt. Lola, son Sri.
Anand, four grandsons, sister, brother and a host of friends to mourn
his loss. We pray to Almighty to rest his soul in peace and give
strength to his family members, friends and fraternity to bear the
grief of the departed soul.May His Soul rest in Eternal Peace. The
Board of Directors place on record the appreciation for the services
rendered by him.
Mr. Krishna Kant Somani has resigned from the directorship due to
health grounds w.e.f. 01.05.2011. He was working as a Director(
Technical).The Board of Directors place on record the appreciation for
the services rendered by him.
Mr. Kamal Kishore Taparia, Director of the Company is liable to retire
by rotation at the ensuing Annual General Meeting. He is eligible for
appointment and offers himself for re-appointment.
A brief resume of the Director being re-appointed is attached to the
Notice for the ensuing Annual General meeting.
None of the Directors of your Company is disqualified as per provisions
of Section 274 (1) (g) of the Companies Act, 1956. The Directors of the
Company have made necessary disclosures as required under various
provisions of the Companies Act and clause 49 of the Listing Agreement.
EMPLOYEES STOCK OPTION SCHEME
The in principle approval for the Employee stock Option scheme Ã
"Archidply Industries Limited ESOS- 2009" exercisable into not more
than 2,00,000 options has been obtained by the Company. The options are
vested to the eligible employees as per the scheme with effect from
01.04.2010.
The Company implemented the Employee Stock option Scheme in accordance
with the SEBI ( Employee Stock Option Scheme & Employee Stock Option
Purchase Scheme ) Guidelines, 1999. The Compensation Committee
constituted in accordance with the SEBI guidelines administers and
monitors the ESOS. The applicable disclosures as stipulated under the
SEBI Guidelines as at 31st March, 2011 are given below:
(i)Options Granted : 93000 on 01.04.2009
(ii)Exercise Price : Rs. 10 per option
(iii)Options Vested : 72500
(iv)Options exercised : 51500
(v)Total no. of shares arising as a result of exercise of option: 51500
(vi)Options lapsed : Nil
(vii)Money realized by exercise of options : Rs. 515000
viii)Total number of options in force: 21,000
ix)Employees wise details of options vested :
a.Senior Managerial Person (4500 options each)
Mr. K.K. Somani
Mr. A. Ananthachar
Mr. G.R. Sureka
Mr. A.K. Thirani
Mr. Sundeep Kejriwal
b.Any other employee who received a grant in any one year of Options
amounting to 5% or more of options granted during the one year : Nil
c. Identified employees, who were granted Options, during one year,
equal to or exceeding 1% of the issued capital of the Company at the
time of grant : Nil
(x) Diluted EPS as per AS 20 : .0012
ixi) Impact on Profit : Loss - (84,966) EPS - (0.0039)
The Company has received a certificate from the Auditors of the Company
that the ESOS has been implemented in accordance with the SEBI
Guidelines and the resolution passed by the shareholders. The
Certificate would be available at the Annual General Meeting for
inspection by members.
LISTING FEES
The Equity shares of the Company are listed with Bombay Stock Exchange
Ltd. ( BSE ) & National Stock exchange of India Limited (NSE). The
annual listing fee for the year 2011-12 was paid within the scheduled
time to BSE & NSE.
AUDITORS
M/s GRV & PK, Chartered Accountants, who are statutory auditors of the
Company hold office, in accordance with the provisions of the Companies
Act, 1956, upto the conclusion of the forthcoming Annual General
Meeting and are eligible for reappointment.
The Company has received letter from them to the effect that their
appointment / reappointment, if made, would be within the prescribed
limits under Section 224(1B) of the Companies Act, 1956 and that they
are not disqualified for such appointment / reappointment within the
meaning of Section 226 of the said Act.
For the observations made by the Auditors in their report are self
explanatory and do not require any explanations.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE
EARNINGS AND OUTGO
The statement containing the necessary information as required under
Section 217 (1)(e) of the Companies Act, 1956 read with Companies
(Disclosure of Particulars in Report of Board of Directors) Rules 1988,
relating to conservation of energy, technology absorption, foreign
exchange earnings and outgo are annexed hereto and forms an integral
part of this report.
EMPLOYEE PARTICULARS
The Statement of employees required under Section 217(2A) of the
Companies Act, 1956 read with the Companies (Particulars of Employees)
Rules, 1975 is not annexed, as there are no employees drawing salary
exceeding the present limits as provided under the Act.
The relations between the management and employees remain normal and
cordial during the year under review.
ACKNOWLEDGMENTS
Your Directors wish to place on record their deep sense of appreciation
for the dedication, commitment and contribution made by the employees
at all levels during this year. Their unstinted support has been and
continues to be integral part to your Company's ongoing growth.
Your Directors wish to thank a n d deeply acknowledge the co-operation,
assistance and support extended by the Company's Bankers, Central and
State Governments, Local Govt. agencies, Company Customers, Suppliers,
Business Associates and also our esteemed Shareholders, for their
continued co-operation and Support.
For and on Behalf of the Board
Deendayal Daga
Place : Bangalore
Chairman
Date : 25th May, 2011
Mar 31, 2010
The Directors are pleased to present the Fifteenth Annual Report
together with the Audited Statement of Accounts for the year ended 31st
March 2010.
FINANCIAL RESULTS
The financial results of the Company during the year under review are
summarized as under:
(Amount in Rs.)
Year ended Year ended
Particulars 31.03.10 31.03.09
Net sales 15,132.46 15,040.95
Profit before interest & Depreciation 2349.54 2778.09
Depreciation 432.86 345.20
Interest 975.00 778.52
Profit before tax 941.68 1,654.37
Taxation 143.82 229.63
Profit after tax 797.86 424.73
PERFORMANCE REVIEW
During the year of operation, your Company has earned a profit after
tax for current year of Rs.797.86 lacs. Your Companys Net turnover
during the year ended 31.03.2010 was Rs. 15,132.46 lacs as against the
previous year turnover of Rs. 15040.95 lacs.
Due to the labour issues at the Mysore Factory, the production has been
affected during the last quarter coupled with the slow recovery in the
industry has resulted in the flat sales and reduction of overall
profits of the Company during the current financial year.
DIVIDEND
Your Company continued to target growth in its business areas while
simultaneously investing in improving capacity utilization activities
during the year to cater to the future. In order to meet its growing
fund requirement and to conserve its resources for future expansions,
the directors have decided not to recommend the dividend for the
current year.
TRANSFER TO RESERVE
The Board of Directors proposes to Transfer Rs.790.29 lacs to the
General Reserve.
NEW EXPANSION PROJECTS
The second phase of the Chintamani Project for the construction of new
Factory Shed and the New Veneer Slicing unit for backward integration
of the Decorative Plywood is in the final stage of completion. The
commercial production for the second phase of the project is expected
to start in the month of October10.
SHIFTING OF THE MYSORE UNIT
Mysore unit of the Company was established in 1966 in the outskirts of
the Mysore, which has now after development of the city limits was
functioning in a Residential area where the operations were mostly of
residential activities and no manufacturing was done by anyone except
this company. Thus, during the financial year, the decision was taken
to shift the Mysore unit to Chintamani, which has resulted in the
labour issues & standstill of the production operations at the Mysore
Unit. The management is in negotiation with the labour and is hopeful
of amicably reaching the settlement with the labour.
INDIAN GREEN BUILDING COUNCIL - IGBC
The Company has got IGBC membership which shall help the Company to
play an active role in the advocacy of green buildings and make its
products eligible for the Green Building projects.
SUBSIDIARIES OF THE COMPANY
The Company does not have any subsidiary Company.
DIRECTORS RESPONSIBILITY STATEMENT AS PER SECTION 217 (2AA) OF THE
COMPANIES ACT, 1956.
Pursuant to Section 217(2AA) of the Companies Act, 1956 with respect to
Directors Responsibility Statement, it is hereby confirmed,
(I) That in the preparation of the accounts for the financial year
ended 31st March, 2010, the applicable accounting standards have been
followed along with proper explanation relating to material departures.
(ii) That the Directors have selected such accounting policies and
applied them consistently and made judgments and estimates that are
reasonable and prudent so as to give a true and fair view of the state
of affairs of the company at the end of the financial year and of the
profit or loss of the company for the year under review.
(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, 1956 for safeguarding the assets of
the company and for preventing and detecting fraud and other
irregularities; and
(iv) That the Directors have prepared the accounts for the financial
year ended March 31, 2010 on a going concern basis.
CORPORATE GOVERNANCE
The Corporate Governance & MDA report forms an integral part of the
report and is set out as separate annexure to this report. The
certificate from the Statutory Auditor of the Company certifying
compliance of the conditions of the Corporate Governance as stipulated
in clause 49 of the listing agreement is annexed to the report on
Corporate Governance.
AUDIT COMMITTEE / INVESTOR GRIEVANCE COMMITTEE/ REMUNERATION &
COMPENSATION COMMITTEE
The Board of Directors has constituted three committees i.e. Audit
Committee, Investor Grievance committee and Remuneration /Compensation
Committee as per the requirement of Corporate Governance under the
Listing Agreement. The majority of the members of these committees are
independent & non executives.
FIXED DEPOSITS
The Company has neither accepted nor renewed any Fixed Deposits from
the public during the year under review.
DIRECTORS
Mr. Mohammad Shahid Aftab, Director of the Company is liable to retire
by rotation at the ensuing Annual General Meeting. He is eligible for
appointment and offers himself for re-appointment.
A brief resume of the Director being re-appointed is attached to the
Notice for the ensuing Annual General meeting.
None of the Directors of your Company is disqualified as per provisions
of Section 274 (1) (g) of the Companies Act, 1956. The Directors of the
Company have made necessary disclosures as required under various
provisions of the Companies Act and clause 49 of the Listing Agreement.
EMPLOYEES STOCK OPTION SCHEME
The in principle approval for the Employee stock Option scheme -
"Archidply Industries Limited ESOS- 2009" exercisable into not more
than 2,00,000 options has been obtained by the Company. The options are
vested to the eligible employees as per the scheme with effect from
01.04.2010.
The Company implemented the Employee Stock option Scheme in accordance
with the SEBI ( Employee Stock Option Scheme & Employee Stock Option
Purchase Scheme ) Guidelines, 1999. The Compensation Committee
constituted in accordance with the SEBI guidelines administers and
monitors the ESOS. The applicable disclosures as stipulated under the
SEBI Guidelines as at 31st March, 2010 are given below:
(i)Options Granted :93000 on 01.04.2009
ii)Exercise Price : Rs. 10 per option
iii)Options Vested :Nil
iv)Options exercised:Nil
v)Options lapsed : Nil
(vi)Employees wise details of options granted :
a.Senior Managerial Person (6000 options each)
Mr. K.K. Somani
Mr. A Ananthachar
Mr. G.R. Sureka
Mr. AK. Thirani
Mr. Sundeep Kejriwal
b.Any other employee who received a grant in any one year of Options
amounting to 5% or more of options granted during the one year : Nil
c. Identified employees, who were granted Options, during one year,
equal to or exceeding 1% of the issued capital of the Company at the
time of grant : Nil
The Company has received a certificate from the Auditors of the Company
that the ESOS has been implemented in accordance with the SEBI
Guidelines and the resolution passed by the shareholders. The
Certificate would be available at the Annual General Meeting for
inspection by members.
LISTING FEES
The Equity shares of the Company are listed with Bombay Stock Exchange
Ltd. ( BSE ) & National Stock exchange of India Limited (NSE). The
annual listing fee for the year 2010-11 was paid within the scheduled
time to BSE & NSE.
AUDITORS
M/s GRV & PK, Chartered Accountants, who are statutory auditors of the
Company hold office, in accordance with the provisions of the Companies
Act, 1956, upto the conclusion of the forthcoming Annual General
Meeting and are eligible for reappointment.
The Company has r eceived letter from them to the effect that their
appointment / reappointment, if made, would be within the prescribed
limits under Section 224(1B) of the Companies Act, 1956 and that they
are not disqualified for such appointment / reappointment within the
meaning of Section 226 of the said Act.
For the observations made by the Auditors in their report are self
explanatory and do not require any explanations.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE
EARNINGS AND OUTGO
The statement containing the necessary information as required under
Section 217 (1)(e) of the Companies Act, 1956 read with Companies
(Disclosure of Particulars in Report of Board of Directors) Rules 1988,
relating to conservation of energy, technology absorption, foreign
exchange earnings and outgo are annexed hereto and forms an integral
part of this report.
EMPLOYEE PARTICULARS
The Statement of employees required under Section 217(2A) of the
Companies Act, 1956 read with the Companies (Particulars of Employees)
Rules, 1975 is not annexed, as there are no employees drawing salary
exceeding the present limits as provided under the Act.
The relations between the management and employees remain normal and
cordial during the year under review.
ACKNOWLEDGMENTS
Your Directors wish to place on record their deep sense of appreciation
for the dedication, commitment and contribution made by the employees
at all levels during this year. Their unstinted support has been and
continues to be integral part to your Companys ongoing growth.
Your Directors wish to thank a n d deeply acknowledge the co-operation,
assistance and support extended by the Companys Bankers, Central and
State Governments, Local Govt. agencies, Company Customers, Suppliers,
Business Associates and also our esteemed Shareholders, for their
continued co-operation and Support
For and on Behalf of the Board
Place Bangalore Shyam Daga N.S. Adkoli
Date 29 May, 2010 Managing Director Director
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