To All members,
Your Directors have pleasure in presenting the 19th Annual Report of the company along with the Audited Statement of Accounts for the year ended 31st March, 2015.
The highlights of the financial results of the company for the year ended 31.03.2015 as compared with the previous year are as follows: Rs. In Lacs
|PARTICULARS||For the year ended 31.03.2015||For the year ended 31.03.2014|
|Less: Excise Duty & Sales Tax||1973.53||2505.88|
|Net Turn Over||10736.54||14603.32|
|Profit/(Loss) before Depreciation & Tax||228.57||(266.45)|
|Less: Depreciation & Amortization expenses||182.75||160.30|
|Profit/(Loss) before Taxation||45.82||(426.75)|
|Less: Provision for Taxation|
|Profit/(Loss) after Tax||38.87||(294.88)|
|Balance brought forward||(956.58)||(661.70)|
|Provision for Dividend and Dividend tax||-||-|
|Transfer from General Reserve||-||-|
|Balance carried forward to next year||(917.71)||(956.58)|
During the year of operation, your company has achieved a net turnover of Rs. 10736.54 lacs, as against the previous year net turnover of Rs. 14603.32 lacs with a decrease of 26.47%. The main reason of fall in top line is due to reduction in face Veneer sales. However the company has posted a net profit of Rs. 38.88 lacs against a net loss of Rs. 294.88 lacs in the previous year. This is inspite of high input and borrowing cost.
Keeping in view of the accumulated losses, your Directors regret their inability to declare any dividend.
TRANSFER TO RESEVE:
Since there is an accumulated loss nothing has been transferred to General Reserve.
DIRECTORS RESPONSIBILITY STATEMENT
In compliance with section 134(3) (c) of the Companies Act, 2013, your Directors confirm: a. That in the preparation of Annual Accounts, the applicable accounting standards have been followed and that no material departures have been made from the same. b. That they 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 that period. c. That they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act,2013 for safeguarding the assets of your company and for preventing and detecting fraud and other irregularities; d. That they have prepared the annual accounts on a going concern basis. e. that proper internal financial controls were in place and that the financial controls were adequate and were operating effectively f. that systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively
The Authorized capital and paid up Share Capital as on 31.03.2015 was Rs.20, 00, 00,000/- and Rs. 17, 31, 37,430/- respectively. During the year under review, the Company has not increased Authorized Capital as well as Paid Up capital of the Company.
CORPORATE SOCIAL RESPONSIBILITY
Corporate Social Responsibility continues to assume an important role in the activities of the Company. It encompasses much more than social outreach programs and is an integral part of the way the Company conducts its business.
At the Annual General Meeting held on September 8, 2014, M/s. C. Ramasamy & B. Srinivasan, Chartered Accountants, were appointed as Statutory Auditors of the company to hold office till the conclusion of 21st Annual General Meeting of the Company. In terms of provision of Section 139 of the companies Act, 2013, the appointment of Auditors shall be placed at every Annual General Meeting. Accordingly, the appointment of M/s. C. Ramasamy & B. Srinivasan, Chartered Accountants, as Statutory Auditors of the company, is placed for ratification by the shareholders. In this regard, the Company has received a certificate from Auditors to the effect that if they are reappointed, it would be in accordance with provisions of Section 141 of the Companies Act, 2013.
EXPLANATION ON QUALIFICATION MADE BY STATUTORY AUDITOR
As regards to company s default in repayment of two EMI of term loans of Rs. 20,00,000/- each as observed in para ix of the Annexure to the Auditors Report, your directors wish to inform that the default is not intentional. The delay in repayment was due to some pending rearrangement of credit facilities with the banker and the same was not materialized subsequently during renewal of credit facilities. However the said pending term loan EMIs have been paid in full.
COST AUDIT/MANTAINANCE OF COST RECORDS
Mr. R.Shankaraman, practicing Cost Accountants was appointed as Cost Auditors of the company for maintenance of Cost Record/issue of Cost Compliance Report for the financial year 2014-2015. However, our company was not falling under criteria given for maintenance of Cost Record/ Cost Audit as per the Companies (Cost Records and Audit) Rules, 2014. Hence cost audit/ Maintenance of cost record was not conducted.
Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of (Managerial Personnel) Rules, 2014, the Company has appointed M/s. P.K Panda & Co., Practicing Company Secretaries, Chennai to undertake the Secretarial Audit of the Company. The Report of the Secretarial Audit Report is annexed herewith as Annexure A . The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.
INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:
The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. The scope and authority of the Internal Audit function is defined by the Audit Committee and delegated to Internal Auditor to maintain its objectivity and independence. The Internal Auditor reports to the Chairman of the Audit Committee of the Board and to the Chairman & 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 and promptly informed the management on the lacking as and when required.
Cash and cash equivalent as at March 31, 2015 was Rs. 62.66 lacs. 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.
The Company has neither accepted nor renewed any Fixed Deposits from the public during the year under review.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS
Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements.
UPDATE ON OPEN OFFER UNDER SEBI TAKE OVER REGULATIONS 2011
During the year under review, Mr. B.L. Bengani & M/s. Dugar Merchandise Pvt Ltd, promoters of the Company, agreed to sell their entire equity stake in the Company to Mr. Keshav Kantamneni by way of a share purchase agreement dated 16.02.2015, in terms of the provisions of SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011. Mr. Keshav Kantamneni issued a Public Announcement on 16.02.2015 to make an open offer to the equity shareholders of the Company. Accordingly the open offer process was was approved by SEBI and completed on 10.06.2015. Mr. Keshav Kantamneni acquired all the shares as per share purchase agreement by 30.06.2015.
During the period under review, the board has re-appointed all the existing Independent Directors as per the Companies Act,2013 and 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 Clause 49 of the Listing Agreement.
Mr. B.L Bengani, Chairman & Managing Director of the company has been reappointed on 18th Annual General Meeting of the Shareholder for a further period of 3 years w.e.f. 01.04.2015.
However he has tendered his resignation from Directorship w.e.f. 10.06.2015.
Mr. Keshav Kantamneni has been appointed as an Additional Director in the Board w.e f 10.06.2015 and on the same date appointed as chairman and Managing Director of the company for a period of three years with effect from 10.06.2015 at a Gross Remuneration of Rs.5, 00,000/- P.M which is subject to the approval of the shareholders at the ensuing AGM.
The Board has appointed Mrs. K. Rajeswari, as woman Director and designated her as Additional Directors of the Company in the category of Executive Director with effect from 08.09.2014 and her tenure is going to be end on the ensuing AGM.
Mr. Ramgopal Lakshmi Ratan was also appointed as an Additional Director of the company in the category of Independent Director with effect from 13.03.2015 and his tenure is going to be end on the ensuing AGM.
The Company has received notices from the Members of the company under section 260 of the Companies Act, 2013 proposing their candidatures for the office of the Directors. The Board therefore recommends the appointment of Mrs. K. Rajeswari as a director of the company whose period of office will be liable to determination by retirement of directors by rotation, Mr. Mr. Ramgopal Lakshmi Ratan as Independent Director of the Company not liable to retire by rotation and Mr. Keshav Kantamneni as Director of the Company in the ensuing Annual General meeting of the Company.
KMP & CHANGES THEREIN
During the year under review the board has appointed Mr. Antaryami Sahoo as Company Secretary of the Company with effect from 26.06.2014, re-designated Mr. Raghuram Nath as CFO of the company with effect from 28.07.2014 in Compliance with sec 203 of the Companies Act, 2013.
Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board has carried out an annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit, Nomination & Remuneration and other Committees. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report.
NOMINATION & REMUNERATION POLICY
The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration. The Nomination & Remuneration Policy is stated in Annexure-B.
FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS
The company has framed Familiarization Programme for Independent Directors pursuant to Equity Listing Agreement and uploaded the same in the website of the Company. The web link to access the aforesaid programme is http://www.uniply.in/pdfexcel/INDEPEDENT_DIRECTORS_ FAMILARISATION_PROGRAMME.pdf.
A calendar of Meetings is prepared and circulated in advance to the Directors. During the year under review six Board Meetings, four Audit Committee Meetings and other Committee Meetings were convened and held. The details of which are given in the Corporate Governance Report. The intervening gap between the Meetings were within the period prescribed under the Companies Act, 2013.
PARTICULARS OF EMPLOYEES
None of the employees of the Company is drawing remuneration in excess of limit prescribed under Section 197 of the Companies Act,2013 read with rule 5(2) & (3) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 which is required to be disclosed in the board report. The Information required to be disclosed on Annual Report 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 is stated in Annexure-C.
The company is not having any subsidiary.
RELATED PARTY TRANSACTIONS
All related party transactions that were entered into during the financial year were on an arm s length basis and were in the ordinary course of business. There are no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large.
The policy on Related Party Transactions as approved by the Board is uploaded on the Company s website. The Web link for the same is http://www.uniply.in/pdf-excel/RELATED_PARTY_ TRANSACTIONS_POLICY.pdf.
None of the Directors has any pecuniary relationships or transactions vis--vis the Company.
VIGIL MECHANISM / WHISTLE BLOWER POLICY
The Company has a vigil mechanism/Whistle Blower Policy to deal with instance of fraud and mismanagement, if any. The details of the vigil mechanism/Whistle Blower Policy is posted on the website of the Company and available in this web link: http://www.uniply.in/pdf-excel/ WHISTLE_BLOWER_POLICY.pdf
EXTRACT OF ANNUAL RETURN
The details forming part of the extract of the Annual Return in form MGT 9 is annexed herewith as Annexure D .
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO
The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Companies Act, 2013 read with Rule, 8 of The Companies (Accounts) Rules, 2014, is annexed herewith as Annexure E .
ENVIORNMENT & GREEN INITAIATIVE
The Company is committed to the environment. The Company continues to upkeep effluent and chemical treatment plant besides green belt inside the factory premises. Continuous check of air and water pollution at manufacturing unit is made and monitored. Your company is certified with FSC (Forest Stewardship Council) besides an existing member of IGBC.
LISTING WITH STOCK EXCHANGES
The Equity shares of the Company were listed with Bombay Stock Exchange Ltd. (BSE) & National Stock exchange of India Limited (NSE).
FOREIGN EXCHANGE MANAGEMENT
During the year under review, the Company has incurred a forex loss of Rs. 8.85 lacs against a loss of Rs.128.80 lacs in the previous year. The management has adopted required foreign currency hedging mechanism from time to time to safeguard from exchange loss.
OBLIGATION OF COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013.
In order to prevent sexual harassment of women at work place a new act, The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 has been notified on 9th December, 2013. Under the said Act our company has constituted an Internal Complaints Committee to look into complaints relating to sexual harassment at work place of any women employee. During the year under review, the ICC has not received or disposed any complaints relating to sexual harassment at work place of any women employee.
Your Company treats its human resources as one of its most important assets.
Your Company continuously invests in attraction, retention and development of talent on an ongoing basis. A number of programs that provide focused people attention are currently underway. Your Company thrust is on the promotion of talent internally through job rotation and job enlargement.
During the Year under review, Your Company enjoyed cordial relationship with workers and employees at all levels.
TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND
Your Company did not have any funds lying unpaid or unclaimed for a period of seven years. Therefore there were no funds which were required to be transferred to Investor Education and Protection Fund (IEPF).
Pursuant to the provisions of the Investor Education Protection Fund (Uploading of information regarding unpaid and unclaimed amounts lying with companies) Rules, 2012, the Company has already filed the necessary form and uploaded the details of unpaid and unclaimed amounts lying with the Company, as on the date of last AGM (i.e. 08.09.2014), with the Ministry of Corporate Affairs.
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 sections, 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.
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 cooperation and assistance.
For and on behalf of the Board of Directors
|Keshav Kantamneni||K. Rajeswari|
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:
Pursuant to Section 134(3) (m) of the Companies Act, 2013 read with Rule, 8 of the Companies (Accounts) Rules, 2014
A. Conservation of Energy
The Company through continuously improving its manufacturing process and efficiency at its all plants and offices continues its endeavor to improve energy conservation and utilization. Energy conservation programs adopted by the Company are:
(i) Strict watch is kept on idle running of machine and to work the machine at full capacity (ii) Installed frequency drivers in machines to save power
(iii) Machineries are frequently overhauled to work smoothly;
(iv) Monitoring of power factor is frequently done and we have installed automatic power control systems in the circuit.
(v) Energy consumption versus production is monitored at regular intervals to check over usage of energy.
(vi) Continuous monitoring of energy consumption.
(vii) Voltage is controlled with the installation of automatic voltage controller on transformer.
B. Research and Development (R & D)
1. Specific areas in which R & D carried out by the Company.
R&D portfolio consists of product improvement and process optimization with a view to reduce cost and introduction of new environmental friendly products and processes.
2. Benefit derived as a result of the above R & D:
The new products and process cater the needs of variety of customer segments and aim to reduce cost. Development of eco-friendly processes result in less quantity of effluent and emission. Also designing of safe i.e. non toxic products conform to Euro I Standards
3. Future Plan of action:
R&D will focus on projects leading to experiment in new qualitative consumables cost reduction and reduced load on environment.
4. Expenditure on R & D
No capital expenditure is done towards the R&D. The Company continuously incurs expenses for improving the processes, product quality, etc they cannot be specifically identified as research & development expenses. Thus, the same has not been shown separately.
TECHNOLOGY, ABSORPTION, ADAPTATION AND INNOVATION.
1. Efforts in brief, made towards technology absorption, adaptation and innovation.
The Company absorbs the knowledge of plywood technology from various sources, such as the existing know-how, their own data bank, published literature etc. and thereafter adopts the same to the Company infrastructure, effects improvement to the products and processes of the Company including containment of pollution and control of effluents. Quality assurance managers are placed for each factory and are made independent. With this the complaints have reduced and consumers are feeling satisfied with our products.
2. Benefits derived as a result of the above efforts.
Benefits derived from these efforts include process rationalization, product quality improvement, and environmental friendly product. With this our Product has got eco mark from BIS and has been referred for Green Building due to low formaldehyde emission products.
C. Foreign Exchange Earning & Outgo
During the year under review the foreign exchange earned by the company was Rs. Nil and outgo amounted to Rs. 952.79 lacs.
For and on behalf of the Board of Directors
|Keshav Kantamneni||K. Rajeswari|