to the Members
Your Directors are pleased to present the 66th Annual Report of Duroply Industries
Limited along with the Audited Financial Statements for the financial year ended March 31,
2023.
FINANCIAL HIGHLIGHTS (Rupees in Lakhs)
Particulars |
As on 31.03.2023 |
As on 31.03.2022 |
| Turnover |
30233.86 |
19083.00 |
| Other Income |
216.14 |
224.06 |
| Profit before finance charges, Tax, Depreciation/ Amortization (PBITDA) |
1795.72 |
678.57 |
| Less: Finance Charges |
666.22 |
848.08 |
| Profit before Depreciation/ Amortization (PBTDA) |
1129.50 |
(169.51) |
| Less: Depreciation |
337.71 |
282.47 |
| Profit before Tax and Exceptional Items |
791.79 |
(451.98) |
| Net profit before taxation (PBT) |
791.79 |
(451.98) |
| Provision for taxation |
269.22 |
178.99 |
| Profit/ (Loss) after Taxation (PAT) |
522.57 |
(630.97) |
| Other Comprehensive Income |
(13.26) |
9.54 |
| Total Comprehensive Income |
509.31 |
(621.43) |
STATE OF COMPANYS AFFAIRS
During the year under review, the Company has achieved a turnover of Rs. 302.34 Crores
as against Rs. 190.83 Crores in the preceding financial year, an increase of 58.43. Profit
before Tax is Rs. 7.92 crores as against a loss of Rs. 4.52 crores in the preceding year.
Profit after Tax is Rs. 5.23 crores as against a loss of Rs. 6.31 crores in the preceding
year.
DIVIDEND
During the year under review, the Directors regret their inability to recommend any
dividend for the financial year ended March 31, 2023.
TRANSFER TO RESERVES
No amount has been proposed to be transferred to the General Reserve for the financial
year ended March 31, 2023.
SHARE CAPITAL
The paid up Equity Share Capital as on March 31, 2023 was Rs. 7.77 Crores.
Preferential issue of equity shares and share warrants
During the year under review, the Board of Directors of the Company vide its meeting
held on July 13, 2022, approved the proposal for raising of funds by way of issue, offer
and allotment of upto 10,33,968 equity shares of Rs. 10/- each ("Equity Shares")
for cash at a price of Rs. 126/- (including a premium of Rs. 116/-) per Equity Share and
upto 11,91,032 warrants, each convertible into, or exchangeable for, 1 fully paid-up
equity share of the Company of face value of Rs. 10/- each ("Warrants") at a
price of Rs. 126/- each payable in cash ("Warrants Issue Price"), which may be
exercised in one or more tranches during the period commencing from the date of allotment
of the Warrants until expiry of 18 months, by way of preferential issue on private
placement basis for an aggregate consideration not exceeding Rs. 28,03,50,000/- in terms
of SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018 read with the
applicable provisions of the Companies Act, 2013. The Shareholders of the Company have
approved the issue of such securities in the Extra-ordinary General Meeting held on August
08, 2022. The allotment of 10,33,968 equity shares and 11,91,032 Warrants on Preferential
Basis was approved by the Allotment Committee in their meeting held on September 02, 2022.
Conversion of share warrants into equity shares of the company
The Allotment Committee vide its meeting held on March 25, 2023, considered and
approved allotment of 2,78,224 equity shares of face value of Rs. 10/- each fully paid up
at
an issue price of Rs. 126/- per share, pursuant to conversion of 2,78,224 warrants
allotted to Promoters on preferential allotment basis on September 02, 2022. 9,12,808
Warrants will be converted into equity shares in due course. Further, the fund raised
through this preferential issue has been used for the stated purpose to augment the
long-term resources of the Company for meeting funding requirements of its business
activities, strengthen balance sheet, maintain adequate liquidity, pursue growth
opportunities and general corporate and other purposes. There is no deviation in the use
of the proceeds.
CHANGES IN THE NATURE OF BUSINESS
There was no change in the nature of the business of the Company during the year.
BORROWINGS
The total borrowings stood at Rs. 4133.34 Lakhs as at March 31, 2023 as against Rs.
5435.14 Lakhs as on March 31, 2022, i.e. a decrease of Rs. 1301.80 Lakhs.
DEPOSITS
The Company has not accepted any deposits from public during the year and as such,
there is no outstanding deposit in terms of Companies (Acceptance of Deposits) Rules,
2014.
CORPORATE SOCIAL RESPONSIBILITY
The provisions of Section 135 of the Companies Act, 2013 were not applicable to the
Company in the financial year 2022-2023. However, the said provisions would be applicable
to the Company during the financial year 2023-24 as the Profit of the Company is more than
Rs. 5 Crores in the financial year 2022-2023. The Company has adopted a CSR Policy and the
same is hosted and is available on the website of the Company i.e. www.duroply.in
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
As required under Regulation 34(2) of the Securities and Exchange Board of India
(Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred
as the "Listing Regulations"), the Management Discussion and Analysis Report is
attached herewith as
"Annexure–1".
DIRECTORS AND KEY MANAGERIAL PERSONNEL Directors Retirement by Rotation
Mr. Akhilesh Chitlangia (DIN: 03120474), Executive Director and COO of the Company,
retires by rotation at the ensuing Annual General Meeting and being eligible, offer
himself for re-appointment in accordance with the provisions of Section 152(6) and other
applicable provisions of the Companies Act, 2013.
Appointment / Re-appointment of Directors
Appointment of Mr. Akhilesh Chitlangia (DIN: 03120474) as an Additional Director and
the Whole-time Director on the Board of the Company designated as Executive Director &
Chief Operating Officer for a period of three (3) years with effect from May 30, 2022 and
further his appointment was approved by the Shareholders at the Extra-Ordinary General
Meeting of the Company held on August 08, 2022.
The Board of Directors at its meeting on August 09, 2022, based on the recommendation
of the Nomination and Remuneration Committee has appointed Mr. Vinay Agarwal, as an
Additional (Non-Executive Non-Independent) Director of the Company with effect from August
09, 2022. The resolution for his appointment as a Non-Executive Non-Independent Director
was approved by the Shareholders at the 65th Annual General Meeting of the Company held on
September 28, 2022.
The Board of Directors at its meeting held on May 19, 2023, based on the recommendation
of Nomination and Remuneration Committee has appointed Mr. Arun Kumar Singhania (DIN:
00160194) and Mrs Suparna Chakrabortti (DIN: 07090308) as Additional (Non- Executive
Independent) Directors of the Company w.e.f. May 19, 2023. The special resolutions for
their appointment have been included in the Notice convening 66th AGM for the approval of
Members.
Resignation of Director
Mrs. Sheela Chitlangia (DIN: 00174354), Non-Executive Director has resigned from the
Directorship of the Company with effect from May 19, 2023 due to her commitments in other
engagements. Your Directors placed on record their appreciation for the valuable
contribution made by her during her tenure as Director of the Company.
Key Managerial Personnel
Appointment of Mrs. Komal Dhruv (ACS: 41850) as Company Secretary & Compliance
Officer of the Company with effect from May 30, 2022.Appointment of Mr. Pawan Kumar Verma
as Chief Financial Officer of the Company with effect from August 09, 2022.
In terms of Section 2(51) and Section 203 of the Companies Act, 2013 read with the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the key
managerial personnel of the Company are:
• Sudeep Chitlangia, Managing Director
• Akhilesh Chitlangia, Whole-Time Director & Chief Operating Officer
• Pawan Kumar Verma, Chief Financial Officer
• Komal Dhruv, Company Secretary
DECLARATION BY INDEPENDENT DIRECTORS
The Company has received declaration from each of the Independent Directors under
Section 149(7) of the Companies Act, 2013 that, they meet the criteria of independence
laid down in Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of the
Listing Regulations.
The Board is of the opinion that the Independent Directors of the Company possess
requisite qualifications, experience and expertise in the fields of finance, people
management, strategy, auditing, tax and risk advisory services, banking, financial
services, investments and they hold highest standards of integrity.
The Independent Directors of the Company have registered themselves with the Indian
Institute of Corporate Affairs, (‘IICA) as required under Rule 6 of Companies
(Appointment and Qualification of Directors) Rules, 2014.
BOARD MEETINGS
During the year under review, five Board Meetings were convened and held. The details
of which are given in Corporate Governance Report forming part of this Report. The
provisions of the Companies Act, 2013 and the Listing Regulations were adhered to while
considering the time gap between two meetings.
ANNUAL EVALUATION OF BOARD, ITS COMMITTEES AND INDIVIDUAL DIRECTORS
Annual evaluation of Board, its performance, Committees and individual Directors
pursuant to applicable provisions of the Companies Act, 2013 and applicable regulations of
the Listing Regulations, were carried out.
The performance of the Board was evaluated after seeking inputs from all the Directors
present in the meeting on the basis of criteria such as the board composition and
structure, effectiveness of board processes, information and functioning, etc.
The Board and Nomination & Remuneration Committee had evaluated / reviewed the
performance of individual Directors on the basis of criteria such as the contribution of
the individual Director to the board and committee meetings like preparedness on the
issues to be discussed, meaningful and constructive contribution and inputs in meetings,
etc.
The Securities and Exchange Board of India vide circular SEBI /HO /CFD /CMD/ CIR/
2017/004 dated January 05, 2017, issued a Guidance Note on Board Evaluation about various
aspects involved in the Board Evaluation process to benefit all stakeholders. While
evaluating the performance, the above guidance note was considered. Performance evaluation
of Independent Directors was carried out by the entire board, excluding the Independent
Director being evaluated. A meeting of the Independent Director for the FY 2022-23, was
held on February 09, 2023, to review the performance of the Non-Independent Directors and
performance of the Board as a whole, on the parameters of effectiveness and to assess the
quality, quantity and timeliness of the flow of information between the Management and the
Board. The same were discussed in the board meeting that followed the meeting of the
Independent Directors, at which the performance of the board, its committees, and
individual Directors were also discussed. The Directors expressed their satisfaction with
the evaluation process.
MANAGERIAL REMUNERATION
The information required pursuant to Section 197(12) read with Rule 5 of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of
managerial personnel and employees of the company are attached herewith as "Annexure–2".
SUBSIDIARIES, JOINT VENTURES & ASSOCIATE COMPANIES
As on March 31, 2023 the company is not having any associate, subsidiary or joint
venture.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTY
All related party transactions that were entered into during the financial year under
review were at 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. Accordingly there is no transaction to
be reported in Form AOC-2.
All related party transactions are placed before the Audit Committee for approval. The
detail of the policy on Related Party Transactions as approved by the Board of Directors
and Audit Committee is available on the Companys website www.duroply.in.
VIGIL MECHANISM/WHISTLE BLOWER POLICY
The Company has in place a Vigil Mechanism/Whistle Blower Policy to deal with unethical
behavior and to provide a framework to promote responsible and secured reporting of
undesired activities. The Vigil Mechanism/ Whistle Blower Policy is available on the
website of the Company at www.duroply.in. During the year, no case was reported under this
policy.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS
Details of Loans, Guarantees and Investments covered under Section 186 of the Companies
Act, 2013, are given in the notes to the financial statements.
REMUNERATION POLICY
The Company has formulated a policy on directors selection and appointment, payment of
remuneration, directors qualifications, positive attributes, independence of directors,
selection and appraisal of performance of Key Managerial Personnel and Senior Management
and their remuneration and other related matters as applicable under Section 178(3) of the
Companies Act, 2013. The Companys Criteria for payment of remuneration to the Non
-Executive Directors and Familiarization Programme undertaken for Independent Directors
are available on the Companys website www.duroply.in and the Remuneration Policy is
separately attached herewith as "Annexure–3".
RISK MANAGEMENT POLICY
The Company has a defined risk management framework to identify, assess, monitor and
mitigate risks involved in its business. The Company understands that risk evaluation and
risk mitigation is an ongoing process within the organization and is fully committed to
identify and mitigate the risks in the business. The Company has formulated and
implemented a risk management policy in accordance with Listing Regulations, to identify
and monitor business risk and assist in measures to control and mitigate such risks. In
accordance with the policy, the risk associated with the Companys business is always
reviewed by the management team and placed before the Audit Committee. The Audit Committee
reviews these risks on periodical basis and ensures that mitigation plans are in place.
The Board is briefed about the identified risks and mitigation plans undertaken.
The risk management policy as approved by the Board of Directors is available on the
Companys website www. duroply.in.
INTERNAL FINANCIAL CONTROL
The Company has adequate internal control procedures commensurate with its size and
nature of business. The objective of these procedures is to ensure efficient use and
protection of the Companys resources, accuracy in financial reporting and due compliance
of statutes and corporate policies and procedures. The Internal Financial Control (IFC)
system ensures recording and providing reliable financial and operational information,
compliance with applicable laws, safeguarding of assets from unauthorized use, executing
transactions with proper authorization and compliance with corporate policies. The Board
of Directors of the Company is responsible for ensuring that Internal Financial Controls
have been laid down by the Company and that such controls are adequate and operating
effectively.
Necessary certification by the Statutory Auditors in relation to Internal Financial
Control u/s 143(3) (i) of the Companies Act, 2013 forms part of the Audit Report.
DIRECTORS RESPONSIBILITY STATEMENT Pursuant to the requirement under Section
134(3)(c) of the Companies Act, 2013, with respect to Directors Responsibility Statement,
it is hereby confirmed: (i) That in the preparation of the accounts for the year ended
March 31, 2023, the applicable accounting standards have been followed along with proper
explanation relating to material departures, if any; (ii) That 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 as at March 31, 2023 and of the profit/loss of the Company for the
year on that date; (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, 2013 for safeguarding the assets of the Company and for preventing and
detecting fraud and other irregularities; (iv) That the Directors have prepared the
accounts for the year ended March 31, 2023 on a ‘going concern basis. (v) That the
Directors have laid down internal financial controls to be followed by the Company and
such internal financial controls are adequate and are operating effectively.
(vi) That the Directors incorporated proper systems to ensure compliance with the
provisions of all applicable laws was in place and were adequate and operating
effectively.
CORPORATE GOVERNANCE
The Company has in place the SEBI guidelines pertaining to Corporate Governance. The
Corporate Governance Report giving the details as required under the Listing Regulations
is given separately as "Annexure–4". The Corporate Governance
Certificate for the financial year ended on March 31, 2023 issued by CA Vivek Agarwal,
partner of M/s S K Agrawal and Co Chartered Accountants LLP, Chartered Accountants,
Statutory Auditors of the Company, is also attached herewith as "Annexure–5".
Certificate Pursuant to Regulation 17(8) of the Listing Regulations is attached herewith
as "Annexure–6".
COMMITTEES OF BOARD OF DIRECTORS
The Board has seven Committees out of which three have been mandatorily constituted in
compliance with the requirements of Companies Act, 2013 and the Listing Regulations while
four non-mandatory Committees have been constituted to assist it in the management of the
day-to-day affairs of the Company and to increase the efficacy of governance. The Board
has adopted charters setting forth the roles and responsibilities of each of the
Committees. The Board has constituted following Committees to deal with matters and to
monitor activities falling within their respective terms of reference:
• Audit Committee
• Nomination and Remuneration Committee
• Stakeholders Relationship Committee
• Investor Committee
• Borrowing Committee
• Allotment Committee
• CSR Committee
Details of composition of the above Committees, their terms of reference, number of
meetings held during the year, attendance therein and other related aspects are provided
in the Corporate Governance Report forming part of the Annual Report. There has been no
instance where the Board has not accepted the recommendations of its Committees.
AUDITORS
STATUTORY AUDITORS
The statutory auditors of your Company namely, M/s. S K Agrawal and Co Chartered
Accountants LLP, Chartered Accountants, (Firm Registration No. 306033E/E300272) (Formerly
known as : M/s. S K Agrawal & Co.) were appointed for a period of five years at the
Annual General
Meeting held on September 28, 2022. The statutory auditor confirmed their eligibility
and submitted the certificate in writing that they are not disqualified to hold the office
of the statutory auditors.
The report of the Statutory Auditor forms part of the Annual Report 2022-23. The said
report does not contain any qualification, reservation, adverse remark or disclaimer.
During the year under review, the Auditors did not report any matter of fraud under
Section 143(12) of the Companies Act, 2013, therefore no detail is required to be
disclosed under Section 134(3)(ca) of the Companies Act, 2013.
SECRETARIAL AUDITORS
Pursuant to provisions of Section 204 of the Companies Act, 2013 read with Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, Mr. Sumantra Sinha,
Practicing Company Secretary (ACS: 11247), was appointed to conduct the Secretarial Audit
for the Financial Year 2022-23. The Secretarial Audit report for the financial year ended
March 31, 2023 is attached herewith as "Annexure-7". The said report does
not contain any reservation, qualification or adverse remark. Based on the consent
received and on recommendation of the Audit Committee, the Board has re-appointed Mr.
Sumantra Sinha, Practicing Company Secretary as the secretarial auditor for the financial
year 2023-2024.
COST AUDITORS
During the year under review Cost Audit is not applicable to the Company.
INVESTOR EDUCATION & PROTECTION FUND
The provisions of Section 125(2) of the Companies Act, 2013 is not applicable for the
Company as no dividend was declared in the last financial year.
STOCK EXCHANGE LISTING
The Equity Shares of the Company are listed at the BSE Limited. The Company confirms
that the annual listing fees has been paid to the BSE Limited for the financial year
2023-2024.
ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
The information pertaining to Conservation of Energy, Technology Absorption and Foreign
Exchange Earnings and Outgo as required under Section 134(3)(m) of the Companies Act, 2013
read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is furnished in "Annexure–8"
attached herewith.
ANNUAL RETURN
Pursuant to the provisions of Section 92(3) read with Section 134(3) (a) of the
Companies Act, 2013, the Annual Return as on March 31, 2023 is available at the web link:
https://www.duroply.in/siteassets/pdf/Form_MGT_7_ Draft.pdf.
MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE
COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH
THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT
There were no material changes and commitment affecting the financial position of the
Company since the close of the financial year i.e. March 31, 2023 till the date of this
Report.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS
There were no significant and material order passed by the Regulators/Courts which
would impact the going concern status of the Company and its future operations.
PROCEEDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE 2016
An application filed in the financial year 2021-22 against the Company under Insolvency
and Bankruptcy Code, 2016 has been disposed off by the Honble National Company Law
Tribunal, Kolkata Bench via order dated June 17, 2022.
SETTLEMENTS WITH BANKS OR FINANCIAL INSTITUTIONS
During the year under review, no settlements were made by the Company with any Banks or
Financial Institutions.
DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION &
REDRESSAL) ACT 2013
The Company provides a safe and conducive work environment to its employees and has
adopted a policy on prevention, prohibition, and redressal of sexual harassment at
workplace in line with the provisions of the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013 and the rules framed thereunder.
Internal Complaints Committees have been constituted to enquire into complaints and to
recommend appropriate action, wherever required in compliance with the provisions of the
said Act.
During the year under review, no complaint was reported to the Committee.
COMPLIANCE WITH SECRETARIAL STANDARDS ON BOARD AND GENERAL MEETINGS
During the financial year, your Company has complied with applicable Secretarial
Standards issued by the Institute of Company Secretaries of India.
ISO CERTIFICATION
The Companys factory at Rajkot, Gujarat have been certified ISO 14001:2015 for
Environmental Management Systems Standards.
ACKNOWLEDGEMENT
Your Directors place on record their gratitude to the dealers, agents, suppliers,
investors and bankers for their continued support, co-operation and their valuable
guidance to the Company and for their trust reposed in the Companys management. Your
Directors also place on record their sincere appreciation to employees at all levels for
their hard work, dedication and continuous contribution to the Company.
+91-9892691696
