TO THE MEMBERS OF ARCHIDPLY DECOR LIMITED
Your Directors are pleased to present the Seventh Annual Report together with the
Audited Statement of Accounts for the year ended 31st March 2024.
FINANCIAL RESULTS
The financial results of the Company during the year under review are summarized as
under:
(Rs. In Lakhs)
| Particulars |
Year ended 31.03.24
|
Year ended 31.03.23
|
| Revenue from Operations |
4725.48 |
5049.52 |
| Other Income |
117.51 |
115.26 |
| Total Income |
4842.99 |
5164.78 |
| Profit Before Financial expenses &
Depreciation & Tax |
461.70 |
402.43 |
| Less: Depreciation & Amortization Expenses |
175.29 |
129.28 |
| Less: Finance Costs |
207.63 |
163.17 |
| Profit before tax |
78.78 |
109.98 |
| Taxation |
75.92 |
(36.98) |
| Profit after tax |
2.86 |
73.00 |
| Other Comprehensive Income |
6.63 |
2.93 |
| Total Comprehensive Income net of taxes |
9.49 |
75.93 |
OPERATIONAL REVIEW:
The highlights of the Company's standalone performance are as under:
- The Total Income of the Company during the year under review decreased by 6.23% from Rs.
5164.78 lakhs to Rs. 4842.99 lakhs.
- The Profit before Depreciation, Interest & Tax (PBDIT) increased by 14.72 % from Rs.
402.43 Lakh in the previous year to Rs. 461.70 Lakh.
- There has been 87.50% decrease in the profit in the Company as compared to profit in the
previous year of Rs.
75.93 Lakh to profit of Rs. 9.49 lakhs in current financial year.
DIVIDEND:
There being no sufficient profits during the year, 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, 2024 was Rs. 5, 56, 62,500.
The Company has not issued shares with differential voting rights nor granted stock
options nor sweat equity during the year.
The Shares of the Company was listed of the stock exchanges viz. BSE
& NSE.
FINANCE:
Cash and cash equivalents and bank balances as at March 31,
2024 was Rs. 31.60 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.
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.
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.
CHANGE IN REGISTERED OFFICE OF THE COMPANY
The Company has received the approval of the Regional Director,
Northern Region, Ministry of Corporate Affairs, dated July 07, 2023, for shifting of
Registered Office of the Company from State of Uttarakhand to State of Karnataka
.The Company has shifted the registered office to its plant located at
Chintamani, Karnataka, for better management and administration of the operations of the
Company.
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.
CREDIT RATING
There is no credit rating of the Company done during the financial year
2023-24.
INTERNAL FINANCIAL 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 in-house 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.
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 "A" to this Report.
INDUSTRIAL RELATIONS:
During the year under review, your Company enjoyed cordial relationship
with workers and employees at all levels.
CORPORATE SOCIAL RESPONSIBILITY (CSR) ACTIVITY
The Company is not liable for any CSR as per Section 135 of the
Companies Act 2013.
DIRECTORS & KEY MANAGERIAL PERSON:
Mr. Rajiv Daga, Director of the Company retire at this AGM being
eligible for appointment offer himself for the re- appointment at this AGM.
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 SEBI
(LODR) Regulation 2015.The Certificate of the CS in practice for the same is attached to
the report as Annexure B.
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:
Our corporate governance report for FY 2023-24 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
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.
MEETINGS
The board met four 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.
FAMILIARISATION PROGRAMME
The details of the familiarization programme undertaken have
been provided in the Corporate Governance 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:
- In the preparation of the annual accounts, the applicable accounting standards had been
followed along with proper explanation relating to material departures;
- 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;
- 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;
- The directors had prepared the annual accounts on a going concern basis;
- 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.
- 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 Related Party Transactions that were entered during the
financial year were on an arm's length basis and in the ordinary course of business
and is in compliance with the applicable provisions of the Act and the Listing
Regulations. There were no materially significant Related Party Transactions made by the
Company during the year that required shareholders' approval under Regulation 23 of
the Listing Regulations. None of the transactions entered with related parties falls under
the scope of Section 188(1) of the Act. Details of transactions with related parties as
required under Section 134(3) (h) of the Act read with Rule 8(2) of the Companies
(Accounts) Rules, 2014 are provided in Annexure C in Form AOC-2 and forms part of this
Report.
There are no materially significant related party transactions that may
have potential conflict with interest of the Company at large.
SUBSIDIARY COMPANIES
The Company has no subsidiary company. Further, the Company
does not have any joint venture or associate companies during the year or at any time
after the closure of the year and till the date of the 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 "D" 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
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 victimization 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.archidplydecor.com
STATUTORY AUDITORS
At the 6th Annual General Meeting held on 30th
September, 2023, M/s GRV& PK & Co., Chartered Accountants (ICAI Firm Reg. No.
008099s), were appointed as the Statutory Auditors of the Company for a period of 5 years
up to the conclusion of 11th Annual General Meeting to be held in 2028, as per the terms
of the provisions of Section 139 (1) of the Companies Act, 2013. 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.
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.
SECRETARIAL AUDIT REPORT
The Board appointed Mr. Rajneesh Sharma Practicing Company
Secretary, to conduct Secretarial Audit for the FY 2023-24. The Secretarial Audit Report
for the financial year ended March 31, 2024 is annexed herewith marked as Annexure E to
this Report.
The observation made in the Secretarial Auditors Report are
self-explanatory and hence do not call for any further comments.
Compliance with Secretarial Standards
The Company has complied with all the applicable provisions of
Secretarial Standard on Meetings of Board of Directors (SS-1), Revised Secretarial
Standard on General Meetings (SS-2), and Secretarial Standard on Report of the Board of
Directors (SS-4) respectively issued by Institute of Company Secretaries of India.
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
- 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.
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.
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.
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 2024.
COMMITTEES OF THE BOARD
Currently, the board has four Committees: the Audit Committee,
the Nomination and Remuneration 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 Listing Regulations.
LISTING FEES
The Equity shares of the Company are listed on the Stock exchange i.e. BSE & NSE.
The annual listing fees has been paid to the Stock exchange.
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.
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:
- Issue of equity shares with differential rights as to dividend, voting or otherwise as
per Section 43(a)(ii) of the Companies Act, 2013;
- 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;
- Neither the Managing Director nor the Whole-time Directors of the Company receive any
remuneration or commission from any of its subsidiaries;
- No fraud has been reported by the Auditors to the Audit Committee or the Board;
- 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;
- 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.
- 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
Shyam Daga (Chairman)
Place: Bengaluru
Date: 30th May, 2024