TO THE MEMBERS OF
ARCHIDPLY INDUSTRIES LIMITED
Your Directors are pleased to present the Twenty Eighth Annual Report together with
the Audited Statement of Accounts for the year ended 31st March 2023.
FINANCIAL RESULTS
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 |
OPERATIONAL REVIEW:
The highlights of the Companys performance are as under:
STANDALONE
The Companys 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 Rs.1222.59 Lakh
as compared to B847.47 Lakh in previous year.
Net worth increased to Rs.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.
CONSOLIDATED
The Companys Total Income during the year under review are B42174.92 Lakh. The Profit
after Tax for the year is Rs.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 Companys plant operations continued to run smoothly,
while ensuring adherence to necessary safety measures.
RESERVES
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.
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.
SHARE CAPITAL
The paid up equity capital as on March 31, 2023 was Rs.19,86,50,000. The Company has
not issued shares with differential voting rights nor granted stock options nor sweat
equity during the year.
EXPANSION
During the Year 2022, Company has incorporated wholly owned subsidiary in the name
ofArchidpanel 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.
CAPITAL EXPENDITURE FINANCE:
Cash and cash equivalents and bank balances other than cash and cash equivalent as at
March 31,2023 was Rs.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 arms 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 Companys 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.16.09 Lakh on CSR activities.
The annual report on our CSR activities is appended as Annexure Rs.to the Boards
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: DIRECTORS
In 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.
DIRECTORS 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 Companys 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.
FAMILIARISATION PROGRAMME
The details of the familiarisation programme undertaken have been provided in the
Corporate Governance 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
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 Companys 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
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 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.
EXTRACT OF THE ANNUAL RETURN
The Annual Return of the Company as on March 31, 2023 is available on the Companys
website and can be accessed at www.archidply.com.
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 Companys 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
Managements 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 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.
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
2023-24 was paid within the scheduled time to BSE & NSE.
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.
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 Companys executives, staff and workers.
|
For and on behalf of the Board of Directors |
|
Deen Dayal Daga |
|
(Chairman) |
| Place: Delhi |
|
| Date: 12th August 2023 |
|
+91-9892691696
