Your Directors are pleased to present the 20th Annual Report and the Companys audited accounts for the financial year ended 31st March, 2016.
The highlights of the financial results of the company for the year ended 31st March, 2016, is summarised below.
Rs. in Lakhs
|PARTICULARS||FOR THE YEAR ENDED 31.03.2016||FOR THE YEAR ENDED 31.03.2015|
|Less: Excise Duty & Sales Tax||152745||1973.53|
|Net Turn Over||13568.72||10736.54|
|Add: Other income||16.57||11.25|
|Profit/(Loss) before Depreciation & Tax||836.94||228.57|
|Less: Depreciation & Amortization expenses||165.95||182.75|
|Profit/(Loss) before Extra-Ordinary items & Taxation||670.99||45.82|
|Less: Extraordinary items||106.93||-|
|Less: Provision for Taxation|
|Profit/(Loss) after Tax||379.20||38.87|
|Balance brought forward||(917.71)||(956.58)|
|Provision for Dividend and Dividend tax||-||-|
|Transfer from General Reserve||-||-|
|Balance carried forward to next year||(538.51)||(917.71)|
The Net Sales during the year under review is increased by 26.37% from Rs.10736.54 lakhs to Rs. 13568.72 lakhs. The Profit before Tax (PBT) is increased by 1131.03 % from Rs. 45.82 lakhs to Rs. 564.06 lakhs. The Profit after Tax (PAT) is increased by 875.56 % from Rs. 38.87 lakhs to Rs. 379.20 lakhs.
Keeping in view of the accumulated losses, your Directors regret their inability to declare any dividend.
TRANSFER TO RESEVE:
Since there has been 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 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 control were in place, that the financial controls were adequate and were operating effectively, that systems to ensure compliance with the provisions of all applicable laws.
The authorized share capital and paid up Share Capital as on 31.03.2016 was Rs.20, 00, 00,000/- and Rs. 19, 98, 17,430/- respectively. During the year under review, the Company has increased its paid up share capital from Rs. 17,31,37,430/- to Rs. 19,98,17,430/-.
Further, the company has also increased its authorized share capital from Rs. 20,00,00,000/- to Rs. 25,00,00,000/- and its Paid Up capital from Rs. 19,98,17,430/- to Rs. 209160120/- vide its shareholders resolution passed through postal ballot on 02.05.2016.
During the year under review, the Company has allotted 26,68,000 Equity Shares of Rs. 10/- each with a premium of Rs. 90/- each as fully paid up to promoter and non- promoters on preferential basis in accordance with SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2009. The above said Equity Shares rank pari:passu with the existing equity shares of the Company and are subject to lock-in-period.
Further, on 17.05.2016, the company has also issued and allotted 934269 Equity Shares of Rs. 10/- each with a premium of Rs. 146.57/- each as fully paid up to non- promoters on preferential basis in accordance with SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2009. The above said Equity Shares rank pari:passu with the existing equity shares of the Company and are subject to lock-inperiod. The company had obtained approval of shareholders through postal ballot notice dated 25.03.2016 to issue and allot subject shares to the non-promoters under preferential basis in accordance with SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2009
Your Company has given open offer to buy 26% shares from the shareholders of UV Boards Ltd. Process is waiting for SEBI approval.
FUTURE PLANS OF EXPANSION
Bearing in mind the burgeoning demand for products and marketing strength of "THE BRAND UNIPLY as well as the positive economy ahead, the Company is gearing itself to meet future demand growth. The Company is investing heavily on distribution network, automation, positioning of brand and its human resources. During the year under review company has identified and finalized the deal with M/s. Euro Decors Pvt Ltd., to buy their plywood & Board manufacturing unit at Bachau, Kutch Dist, Gujarat with a CAPEX of Rs.42.00 cr. The company is expecting all statutory and legal formalities to complete soon and commercial production to start by Sept 2016. With this, the company will be able to increase its capacity three fold and will have advantages in catering to the markets in north and western India. The Company is also keeping a close watch on developments of medium-density fiber board, Laminates.
CORPORATE SOCIAL RESPONSIBILITY
Corporate Social Responsibility, encompassing much more than social outreach, continuous to be an integral part of the companys activity.
The Auditors M/s. C. Ramasamy & B. Srinivasan, Chartered Accountants, Chennai, appointment to be ratified at the ensuing Annual General Meeting and being eligible offer themselves for reappointment. 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.
EXPLANATION ON QUALIFICATION MADE BY STATUTORY AUDITOR
As regards to the Auditors observation in para vii of the Annexure to the Auditors Report i.e. there is some delay by company in depositing undisputed statutory dues with respective departments, your directors wish to inform that Post takeover of the company in June 2015 the management started the process of entering into fresh contracts with employees, contractors, suppliers and customers. This one time process involved lot of documentations from various parties including statutory authorities, which in turn resulted, some delay. However, we confirm that the dues have been paid fully. Regarding delay in Input Tax Reversal on Stock Transfer amounting to Rs.11,73,263/-, your directors wish to inform that, in earlier years the company has reversed excess credit on account of this and have applied to get refund of the same from the commercial tax department. Your directors expect that the refund claim process shall be completed in the current year and accordingly the subject Input Tax Reversal on Stock Transfer amounting to Rs.11,73,263/- shall be adjusted with the refund.
COST AUDIT/MAINTENANCE OF COST RECORDS
The 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. PK 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.
The Cash and cash equivalent as at March 31, 2016 stands at Rs.128.20 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.
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.
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, Listing Agreement and SEBI (LODR), 2015.
Mr. Manohar Ramabtar Jhunjhunwala has been appointed as an Additional Director in the Board w.e f 09.02.2016 and on the same date appointed as Whole Time Director of the company for a period of three years at a Gross Remuneration of Rs.4,00,000/- PM which is subject to the approval of the shareholders at this AGM.
Mr. Srinivasan Sethuraman was also appointed as an Additional Director of the company in the category of Independent Director with effect from 13.11.2015 and his tenure is going to be end on the ensuing AGM.
The Board has appointed Ms. Reena Bathwal, as woman Director and designated her as Additional Directors of the Company in the category of Non-Executive Director with effect from 11.12.2015 and her tenure is going to be end on the ensuing AGM.
The Company has received notices from its 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 Mr. Srinivasan Sethuraman as Independent Director not liable to retire by rotation, Ms. Reena Bathwal as a director whose period of office will be liable to retirement by rotation and Mr. Manohar Ramabtar Jhunjunwala as Director in the ensuing Annual General meeting of the Company.
Mr. Ramakanta Panda & Mr. M S Shaine have resigned from the Directorship on 02.03.2016. Mrs. K. Rajeswari has also resigned from Directorship on 08.12.2015.
KMP & CHANGES THEREIN:
|KMP during the year|
|Managing Director||Mr. Keshav Kantamneni|
|Whole Time Director||Mr. Manohar Ramabtar Jhunjhunwala|
|Chief Financial Officer||Mr. Raghuram Nath|
|Company Secretary||Mr. Antaryami Sahoo|
CHANGES IN KMP
During the year under review Mr .Keshav Kantamneni was appointed as Managing Director with effect from 10.06.2015 and former Managing Director Mr. B.L.Bengani resigned on 10.06.2015.
Mr. Manohar Ramabtar Jhunjhunwala was appointed as a Whole Time Director 09.02.2016.
Pursuant to the provisions of The Companies Act, 2013, Listing Agreement and SEBI (LODR), 2015 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 SEBI (LODR), 2015 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 ten 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 gaps between the Meetings were within the period prescribed under The Companies Act, 2013.
PARTICULARS OF EMPLOYEES
The information required pursuant to Section 197(2) read with rule 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company, are provided 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 arms 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 Companys website. The Web link for the same is http://www.uniply.in/pdf-excel/RELATED_PARTY_TRANSACTIONS_ POLICY.pdf.
VIGIL MECHANISM / WHISTLE BLOWER POLICY
The Company has a vigil mechanism/Whistle Blower Policy to deal with instance of 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- exceiZWHISTLE_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 INITIATIVE
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 being a existing member of IGBC.
LISTING ON STOCK EXCHANGES
The Equity shares of the Company are listed on Bombay Stock Exchange Ltd. (BSE) & National Stock exchange of India Limited (NSE) and necessary listing fees have been paid upto date.
FOREIGN EXCHANGE MANAGEMENT
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 complaint 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 programmes 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).
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 SEBI (LODR) Regulations, 2015.
Your Directors place on record their deep appreciation to employees at all levels for their hard work, dedication and commitment. The enthusiasm and unstinting efforts of the employees have enabled the Company to remain a leading player in the industry. The Board places on record its appreciation for the support and co-operation your Company has been receiving from its suppliers, redistribution stockists, retailers, business partners and others associated with the Company as its trading partners. Your Company looks upon them as partners in its progress and has shared with them the rewards of growth. It will be the Companys endeavour to build and nurture strong links with the trade based on mutuality of benefits, respect for and co-operation with each other, consistent with consumer interests. The Directors also take this opportunity to thank all Investors, Clients, Vendors, Banks, Government and Regulatory Authorities and Stock Exchanges, for their continued support.
For and on behalf of the Board of Directors