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Directors Report of Archidply Industries Ltd.

Mar 31, 2018

DIRECTORS'' REPORT TO THE MEMBERSOF ARCHIDPLY INDUSTRIES LIMITED

The Directors are pleased to present the Twenty third Annual Report together with the Audited Statement of Accounts for the year ended 31^stMarch 2018.

FINANCIAL RESULTS

The financial results of the Company during the year under review are summarized as under:

(Rs. In Lakhs)

Particulars	Year ended 31^st March,2018	Year ended 31^st March,2017
Revenue from Operations	30,872.29	29,491.24
Other Income	293.92	188.70
Total Income	31,166.22	29,679.94
Profit Before Financial expenses & Depreciation	1904.99	2297.97
Less: Depreciation & Amortization Expenses	522.86	479.70
Less: Finance Costs	998.68	986.35
Profit before tax	383.45	831.92
Taxation	132.56	162.04
Profit after tax	250.89	669.88
Other Comprehensive Income	(4.71)	(63.23)
Total Comprehensive Income	246.18	606.65

OPERATIONAL REVIEW:

The highlights of the Company''s standalone performance are as under:

- The Total Income of the Company during the year under review increased by 5% from Rs. 29,679.94 lakhs to Rs. 31,166.22lakhs.

The Profit Before Tax (PBT) decreased by 53.90% from Rs.831.92lakhs in the previous year to Rs. 383.45 Lakh.

- Profit after tax (PAT)decreased by 62.54% from Rs. 669.88 lakhs in the previous year to Rs. 250.89 Lakh.

- The Profits of the Company has decreased during the current financial year because of the following:

(i) The company has made the provision of Rs. 1.23 crores towards the advance made to Wartayar Veneer Industries P Limited, Myanmar for supply of Face Veneer, as the production at Wartayar Veneer Ind P ltd, Myanmar has been stopped due to non-availability of Timber.

(ii) The increase in Depreciation due to the capital expenditure by Company for expansion of capacity of Laminate Division.

(iii) The increase in the cost of Goods consumed by 19.48% and not able to pass on the same to the customer fully as due to the increased competition

DEMERGEROFTHE COMPANY:

In order to achieve geographical operational efficiencies and unlock shareholders value, and to concentrate its growth efforts in a focused manner, introduce different strategies for growth and different focus for alliance / ventures the management of the Company has proposed to separate each business undertaking based on the commercial objectives and relevant geographies of the undertaking into separate company.

At present the company has two manufacturing units, one at Rudrapur- Uttarakhand and another at Chintamani -Karnataka. The demerger of the units in two companies will give each company an opportunity to concentrate its growth efforts in focused manner.

The Board of Directors in the meeting held on 30th May 2018 have approved the scheme of arrangement for demerger of Chintamani Unit into Archidply Decor Ltd., subject to necessary approval of Creditors, Banks, Stock Exchange and National Company Law Tribunal under the Company''s Act and other applicable laws. The detailed scheme of Demerger is available on the website of the Company, www.archidply.com.

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.

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 of the Board & to the Chairman & Managing Director.

CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

During the year, the company has spent Rs.24,50,720 towards corporate social responsibility (CSR) under Section 135 of the Companies Act, 2013 and rules thereon by way of contribution to schools for their development and eye checkup Camps.The Company has spent the last year kept aside amount of Rs.11,69,155 for CSR in the current financial year 2017-18,

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.

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 2018

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 StakeholdersRelationship 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 with Bombay Stock Exchange Ltd. (BSE) & National Stock exchange of India Limited (NSE). The annual listing fee for the year 2018-19 was paid within the scheduled time to bSe & NSE.

Details about the CSR policy is available on our website, http://www.archidply.com/.

The annual report on our CSR activities is appended as Annexure A to the Board''s 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:

Mr. Rajiv Daga, Managing Director of the Company retire at this AGM being eligible for appointment offer himself for its- appointment at this AGM.

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.

During the year under review, Mr. Shyam Daga, Executive Director & Chief Financial Officer (CFO) , has step down from the position of CFO but will continue as an Executive Director of the Company.

SHARE CAPITAL:

The paid up equity capital as on March 31, 2018 was Rs. 2206.50 Lakhs. The Company has not issued shares with differential voting rights nor granted stock options nor sweat equity during the year.

FINANCE:

Cash and cash equivalents and bank balances as at March 31, 2018 was Rs. 1254.92lakhs. 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.

CREDIT RATING:

Brickwork Rating India Pvt .Limited continued to reaffirm their rating of BBB(outlook stable)for your Company''s Banking Facilities throughout the year enabling your Company to avail facilities from banks at attractive rates indicating a degree of safety for timely payment of financial obligations.

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.

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.

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. 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 2017-18.

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.

CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All contracts / arrangements / transactions entered by the Company during the financial year with related parties were in ordinary course of business and on arms'' length basis.

During the year, the Company had not entered into any contract / arrangement / transaction with related parties which could be considered material in accordance with the Policy of the Company on materiality of related party transactions.

All Related Party Transactions are placed before the Audit Committee. Prior omnibus approval of the Audit Committee is obtained on a yearly basis for the transactions which are of a foreseen and repetitive nature. The transactions entered into pursuant to the omnibus approval so granted are audited and a statement giving details of all related party transactions is placed before the Audit Committee for their approval, on a quarterly basis.

The Board, on the recommendation of the Audit Committee, had at its meeting held on May 30, 2017 appointed Mr. Anil Sureka as the Chief Financial Officer (CfO) with effect from May 30, 2017.

CORPORATE GOVERNANCE REPORT:

Your Company is committed to maintain the highest standards of corporate governance. We believe sound corporate governance is critical to enhance and retain investor trust. Our disclosures seek to attain the best practices in corporate governance as prevalent globally. We have implemented several best corporate governance practices in the Company to enhance long-term shareholder value and respect minority rights in all our business decisions. Our corporate governance report for FY 2017-18 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

Pursuant to the provisions of the Companies Act, 2013 and Listing Regulations the Company has devised a Policy for performance evaluation of the Board, Committees and other individual Directors (including Independent Directors) which includes criteria for performance evaluation of the Non-executive Directors and Executive Directors. The evaluation process inter aliaconsiders 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 seven 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.

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 members at every AGM. Accordingly ratification of the members is sought for the business as set out in item 3 of the Notice. 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.

SECRETARIAL AUDIT REPORT

The Board appointed Mr. Deepak Sadhu, Practicing Company Secretary, to conduct Secretarial Audit for the FY 2017-18. The Secretarial Audit Report for the financial year ended March 31, 2018 is annexed herewith marked as Annexure D to this Report. The Secretarial Audit Report does not contain any qualification, reservation, adverse remark or disclaimer.

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

(a) 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.The Audit Committee of the Board evaluating risks management policy of the Company on quarterly basis. A risk management policy is available on our website http://www. archidply.com

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

The policy on Related Party Transactions as approved by the Board has been uploaded on the Company''s website www.archidply.com.There are no materially significant related party transactions that may have potential conflict with interest of the Company at large.

SUBSIDIARY COMPANIES

The Company does not have any subsidiary company.

FAMILIARISATION PROGRAMME

The details of the familiarization programme undertaken have been provided in the Corporate Governance 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 "E" 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

In pursuance to the provisions of section 177(9) & (10) of the Companies Act, 2013,the Vigil Mechanism of the Company, which also incorporates a whistle blower policy in terms of the Listing Regulations includes an Ethics & Compliance Task Force comprising senior executives of the Company. Protected disclosures can be made by a whistle blower through an e-mail, or dedicated telephone line or a letter to the Task Force or to the Chairman of the Audit Committee. The vigil mechanism and whistle blower policy is put on the Company''s website and can be accessed at: http://www. archidply.com.

STATUTORY AUDITORS

At the Annual General Meeting held on 12th September, 2017, M/s Priti Jhawar & Co., Chartered Accountants (ICAI Firm Reg. No. 328818E ), were appointed as the Statutory Auditors of the Company for a period of 5 years up to the conclusion of 27th Annual General Meeting to be held in 2022. In terms of the provisions of Section 139 (1) of the Companies Act, 2013, the appointment of Statutory Auditors for the above tenure is subject to ratification by

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

Deen Dayal Daga

(Chairman)

Place: Bengaluru Date:30^Th May 2018

Mar 31, 2016

TO THE MEMBERS OF ARCHIDPLY INDUSTRIES LIMITED

The Directors are pleased to present the Twenty First Annual Report together with the Audited Statement of Accounts for the year ended 31^st March 2016.

FINANCIAL RESULTS

The financial results of the Company during the year under review are summarized as under:

( Rs. In Lakhs)

Particulars	Year ended 31^st March, 2016	Year ended 31^st March, 2015
Net sales	27841.50	26,012.39
Depreciation & Amortization Expenses	475.14	491.91
Finance Costs	920.44	1109.15
Profit before tax	716.00	630.46
Taxation	114.67	74.84
Profit after tax	601.33	555.62

The company proposes to transfer an amount of Rs. 601.33 lakhs to the General Reserve.

OPERATIONAL REVIEW:

The highlights of the Company standalone performance are as under:

- The Net Sales During the year under review Increased by 7.03% from Rs. 26,012.39 lakhs in the previous year to 27,841.50 lakhs.

- The Profit Before Tax (PBT) increased by 13.56% from Rs. 630.46 lakhs in the previous year to Rs. 716.00 lakhs.

- Profit after tax (PAT) increased by 8.22% from Rs. 555.62 lakhs in the previous year to Rs. 601.33 lakhs.

DIVIDEND:

The Board regret its inability to recommend any dividend as it is considered prudent conserve the resources for investments in the business.

ODI IN MYANMAR

The Company along with its associate companies/entities invested in the new manufacturing unit for the Company to be set up by the name Wartayar Veneer Industries Private Limited" for Manufacturing of Commercial Face Veneer, Core Veneer, Sawn Timber, Teak Veneer & Plywood in the Republic of the Union of Myanmar, with a 19% investment in the shares of the Company by the Archidply Industries Limited and 81% investment in the shares of the Company by the associate companies & entities. The Wartayar Veneer Industries Private Limited has started its first phase of commercial production of manufacturing of face veneer and core veneer, in the month of March 2016.

SHARE CAPITAL:

The paid up equity capital as on March 31, 2016 was Rs. 2206.50 Lakhs. The Company has not issued shares with differential voting rights nor granted stock options nor sweat equity during the year.

FINANCE:

Cash and cash equivalents as at March 31, 2016 was Rs. 804.30 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.

CREDIT RATING

Brickwork Ratings India Pvt Limited has reaffirmed the Company''s rating to BBB (outlook stable) for long term Bank loan facilities.

FIXED DEPOSITS:

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.

MATERIAL CHANGES AND COMMITMENTS

There is no material changes and commitments affecting our financial position between the end of the financial year to which this financial statement relate and date of this report.

Significant and material orders passed by the regulators / courts / tribunals impacting the going concern status and the Company''s operations in future:

As such there is no significant and material order by the regulator/ court/tribunals impacting the going concern status and the Company''s operation in future.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The Company had laid down guidelines, policies, procedures and structure to enable implementation of appropriate internal financial controls across the company. These control processes enable and ensure the orderly and efficient conduct of company''s business, including safeguarding of assets, prevention and detection of frauds and errors, the accuracy and completeness of the accounting records and timely preparation & disclosure of financial statements. Review and control mechanisms are built in to ensure that such control systems are adequate and operating effectively. To maintain its objectivity and independence, the Internal Audit function reports to the Chairman of the Audit Committee of the Board & Managing Director.

CORPORATE SOCIAL RESPONSIBILITY INITIATIVES:

The enduring success of any business is influenced by the quality of its engagement with its employees, customers, shareholders, regulators, the environment and the society at large. Forward-looking organizations define their personality through their contributions to the community.

As part of its initiatives under "corporate social responsibility" (CSR), the company has contributed funds for the schemes of school infrastructure development and education.

Details about the CSR policy is available on our website, http:// www.archidply.com/.

The annual report on our CSR activities is appended as Annexure A to the Board''s report.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:

The particulars as prescribed under section 134 (3) (m) of the Companies Act 2013, read with Rule 8(3) of the Companies (Accounts) Rules 2014, relating to conservation of energy, technology absorption, foreign exchange earnings and outgo are annexed hereto and forms an integral part of this report.

INDUSTRIAL RELATIONS:

During the year under review, your Company enjoyed cordial relationship with workers and employees at all levels.

DIRECTORS:

Mr. Deen Dayal Daga , Chairman of the Company retires at this AGM beings eligible for reappointment offers himself for the appointment at the AGM.

A brief resume of the Director being re-appointed is attached to the Notice for the ensuing Annual General meeting.

CORPORATE GOVERNANCE REPORT:

The Company is committed to observe good corporate governance practices. The report on Corporate Governance for the financial year ended March 31, 2016, as per regulation 34(3) read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 forms a part of this Annual Report. The requisite Certificate from the Statutory Auditors of the Company confirming compliance with the conditions of Corporate Governance is annexed to this Report.

BOARD EVALUATION

As per the provisions of the Companies Act, 2013 and SEBI (Listing Obligation and Disclosure Requirements) Regulations 2015, the formal annual evaluation was carried out for the Board''s own performance, its committee & Individual directors.

The Independent Directors meeting to review the performance of the non-Independent Directors and Board as a whole was held on 11.02.2016.

The manner and detail in which evaluation was carried out is stated in the Corporate Governance Report which is annexed and forms a part of this report.

MEETINGS

During the year four Board Meetings and four Audit Committee Meetings were convened and held. The details of which are given in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

A calendar of Meetings is prepared and circulated in advance to the Directors.

DIRECTOR''S RESPONSIBILITY STATEMENT:

Based on the framework of internal financial controls established and maintained by the Company, reviews performed by Management in concurrence with the Audit Committee, is of the opinion that the Company''s internal financial controls were adequate and effective as on 31 March, 2016.

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.

RELATED PARTY TRANSACTIONS:

All related party transactions that were entered into during the financial year were on arm''s length basis and were in the ordinary course of the business. There are no materially significant related party transactions made by the company with Promoters, Key Managerial Personnel or other designated persons which may have potential conflict with interest of the company at large.

SUBSIDIARY COMPANIES:

The Company does not have any subsidiary company.

CODE OF CONDUCT:

All the Board Members and the Senior Management personnel have confirmed compliance with the Code.

The Code of conduct has been posted on the Company website www.archidply.com.

WHISTLE BLOWER POLICY:

The Company had implemented a vigil mechanism, whereby employees, directors and other stakeholders can report matters such as generic grievances, corruption, misconduct, fraud, misappropriation of assets and non-compliance of code of conduct to the Company. The policy safeguards the whistle blowers to report concerns or grievances and also provides a direct access to the Chairman of the Audit Committee. During the year under review none of the personnel has been denied access to the Chairman of Audit Committee. The Company has a vigil mechanism named Whistle Blower Policy to deal with instance of fraud and mismanagement, if any. The Committee reports to the Board. The Policy on vigil mechanism and whistle blower policy may be accessed on the Company''s websitehttp://www.archidply. com.

STATUTORY AUDITOR''S REPORT/ SECRETARIAL AUDITOR''S REPORT:

The observation made in the Auditor 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.

Section 204 of the Companies Act, 2013 read with rules made there under inter-alia requires every listed company to annex with its Board report, a Secretarial Audit Report given by a Company Secretary in Practice, in the Form MR-3.

The Board of Directors has appointed Mr. Deepak Sadhu, Practicing Company Secretaries, as Secretarial Auditor to conduct the Secretarial Audit of the Company for the Financial Year 2015-16. The report did not contain any qualification, reservation or adverse remark. The Secretarial Audit Report of the Company for the Financial Year 2015-16 is annexed to this Report as Annexure D.

AUDITORS:

The Auditors M/s GRV & PK, Chartered Accountants, Bangalore, ratification to be the ensuing Annual General Meeting and being eligible offer themselves for re-appointment.

EXTRACT OF ANNUAL RETURN:

An extract of the Annual Return in Form MGT-9 in compliance with Section 92 of the Companies Act 2013 read with applicable Rules made there under is annexed to this Report as Annexure E.

BUSINESS RISK MANAGEMENT:

The Company had put in place an enterprise wide risk management framework. This holistic approach provides the assurance that, to the best of its capabilities, the Company identifies, assesses and mitigates risks that could materially impact its performance in achieving the stated objectives. The Audit committee ensures that the Company is taking appropriate measures to achieve prudent balance between risk and reward in both ongoing and new business activities. The Committee reviews strategic decisions of the Company and on regular basis, reviews the Company''s portfolio of risks and considers it against the Company Risk Appetite. The Committee also recommends changes to the Risk Management Technique and / or associated frameworks, processes and practices of the Company. A Risk Management Policy is available on our website, http://www.archidply.com.

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.

PREVENTION OF SEXUAL HARRASSMENT:

In terms of the provisions of the Sexual Harassment of women at workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules there under, the Company has laid down the policy for prevention and redressal of complaints of sexual harassment at workplace. There was no complaint related to sexual / harassment during the year 2016.

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 Annexure, together with the Certificate from the auditors of the Company regarding compliance with the requirements of Corporate Governance .

AUDIT COMMITTEE /STAKEHOLDER RELATIONSHIP COMMITTEE /NOMINATION AND REMUNERATION COMMITTEE /CORPORATE SOCIAL RESPONSIBILITY COMMITTEE:

The Board of Directors has constituted four Committees i.e. audit committee, stakeholder relationship committee, nomination and remuneration committee, corporate social responsibility committee as per requirement of Corporate Governance under SEBI (LODR)Regulation 2015. The majority of the members of these committees are Independent and non-executives.

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 2016-17 was paid within the scheduled time to BSE & NSE.

ACKNOWLEDGEMENT:

The Board appreciates the commitment and dedication of its employees across all the levels who have contributed to the growth and sustained success of the Company. We would like to thank all our clients, vendors, bankers and other business associates for their continued support and encouragement during the year.

For and on behalf of the Board of Directors

Place : Bengaluru Shyam Daga Rajiv Daga

Date : 30^th May, 2016 (Managing Director) (Joint Managing Director )

Mar 31, 2015

Dear Members,

The Directors are pleased to present the Twentieth Annual Report together with the Audited Statement of Accounts for the year ended 31st March 2015.

FINANCIAL RESULTS

The financial results of the Company during the year under review are summarized as under

( Rs. In Lakhs)

Year ended year ended Particulars 31st March, 31st March, 2015 2014

Net sales 26,012.39 22,652.02

Depreciation & Amortization Expenses 491.91 546.42

Finance Costs 1109.15 1064.16

Profit before tax 630.46 508.86

Taxation 74.84 107.76

Profit after tax 555.62 401.10

operational REVIEW:

The Net Sales during the year under review increased by 14.83% from 22652.02 lakhs in the previous year to 26012.39 lakhs.

Export turnover of the Company increased by 27.63% from Rs.1414.63 lakhs in the previous year to Rs. 1805.60 lakhs.

The Profit Before Tax (PBT) increased by 23.89 %from Rs. 508.86 lakhs in the previous year to Rs. 630.45 lakhs.

The Profit After Tax (PAT) increased by 38.52 % from Rs. 401.10 lakhs in the previous year to Rs. 555.61 lakhs.

During the year under review , our concerted effort in growing the revenues and contributions from the decorative laminates and veneers,which are the value added products in the overall product mix of the Company, coupled with the increase in the exports of the Company have resulted in the improved topline and bottom line performance.

DIVIDEND:

The Board is happy to report an encouraging financial performance but regret its inability to recommend any dividend as it is considered prudent to conserve the resources for investments in the business.

Transfer to reserve

The Board proposes to transfer Profit After Tax of Rs. 555.62 lakhs to the General Reserve.

SHARE CAPITAL:

The paid up equity capital as on March 31, 2015 was Rs. 2206.50 Lakhs. The company has not issued shares with differential voting rights nor granted stock options nor sweat equity during the year.

FINANCE:

Cash and cash equivalents as at March 31, 2015 was Rs. 954.13 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.

CREDIT RATING

Brickwork Ratings India Pvt Limited has upgraded Company's rating to BBB (outlook stable) for long term Bank loan facilities.

MATERIAL CHANGES AND COMMITMENTS

There is no material changes and commitments affecting our financial position between the end of the financial year to which this financial statement relate and date of this report.

Significant and material orders passed by the regulators / courts / tribunals impacting the going concern status and the Company's operations in future:

As such there is no significant and material order by the regulator/ court/tribunals impacting the going concern status and the Company's operation in future.

FIXED DEPOSITS:

your Company has not accepted any deposits within the meaning of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

The Company has not given any loans or guarantees or investments covered under the provisions of section 186 of the Companies Act, 2013.

INTERNAL 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 inhouse 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.

CORPORATE SOCIAL RESPQNSIBILITY(CSR) INITIATIVES

We have constituted a CSR committee for the purposes of recommending and monitoring the CSR. The Board on the recommendation of CSR committee adopted a CSR Policy . The same is available on our website, http://www.archidply.com. The details of the CSR Committee and its composition is given in the Corporate Governance Report.

As part of its initiatives under "corporate social responsibility" (CSR), the company has contributed funds for the schemes of promotion of education by way of supporting the school infrastructure development .

The annual report on our CSR activities is appended as Annexure A to the Board's report.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

The statement containing the necessary information as required under Section 134 of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014 relating to conservation of energy, technology absorption, foreign exchange earnings and outgo are annexed hereto and forms an integral part of this report. (Annexure 'C')

INDUSTRIAL RELATIONS:

During the year under review, your Company enjoyed cordial relationship with workers and employees at all levels.

DIRECTORS:

Shri. Kamal Kishore Taparia, an independent director submitted his resignation to the Board on Feb 13, 2015. The same was accepted by the Board in its meeting held on Feb 13, 2015. The Board placed on record its sincerest thanks and gratitude for the invaluable contribution made by Shri. Kamal Kishore Taparia towards the growth and development of the company during his tenure as a director.

Mr. Deen Dayal Daga as eligible to re-appoint as Executive Chairman of the Company for a period of five years are recommended by Board.

Mr. Shyam Daga as eligible to re-appoint as Managing Director & CFO of the Company for a period of five years are recommended by Board.

Mr. Rajiv Daga as eligible to re-appoint as Joint Managing Director & CEO of the Company for a period of five years are recommended by Board..

Mrs. Shanthi Varadaraj Mallar was appointed as additional directors retires at the ensuing Annual General Meeting as a women director in the Board on 11/03/2015. The Board now recommends the appointment of Mrs. Shanthi VaradarajMallar as independent Women director under section 149 (1) of the Companies Act, 2013 and clause 49 of the listing agreement in the ensuing A.G.M. to hold office for 5 (Five) consecutive years i.e. for a term up to the conclusion of 25th Annual General Meeting of the company in the calendar year 2020.

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 clause 49 of the Listing Agreement.

All independent directors have given declarations that they meet the criteria of independence as laid down under section149(6) of the Companies Act, 2013 and clause 49 of the Listing Agreement.

BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board has carried out an evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit, Nomination & Remuneration Committees. The independent Directors meeting to review the performance of the non-independent Directors and Board as a whole was held on 13.02.2015.

The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report.

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 Remuneration Policy is stated in the Corporate Governance Report.

BOARD MEETINGS

A calendar of Meetings is prepared and circulated in advance to the Directors.

During the year Six Board Meetings and four Audit Committee Meetings were convened and held. The details of which are given in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

We have circulated the calendar of meetings for the year 2015-16 to the Directors.

DIRECTOR'S RESPONSIBILITY STATEMENT:

In terms of Section 134 (5) of the Companies Act, 2013, the Board of Directors, to the best of their knowledge and ability confirm that:

i) In the preparation of the annual accounts, applicable accounting standards have been followed along with proper explanations relating to material departures.

ii) 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 at the end of the financial year and of the profit or loss of the Company for the year under review.

iii) The directors have 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.

iv) The directors have prepared the annual accounts on a going concern basis.

v) The directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

vi) The directors had devised proper system to ensure compliance with the provisions of all applicable laws and that such system were adequate and operating effectively.

RELATED PARTY TRANSACTIONS:

All related party transactions that were entered into during the financial year were on arm's length basis and were in the ordinary course of the business. There are no materially significant related party transactions made by the company with Promoters, Key Managerial Personnel or other designated persons which may have potential conflict with interest of the company at large.

SUBSIDIARY COMPANIES:

The Company does not have any subsidiary company.

CODE OF CONDUCT:

The Board of Directors has approved a Code of Conduct which is applicable to the Members of the Board and all employees in the course of day to day business operations of the company The Code has been posted on the Company's website www.archidply.com.

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.

WHISTLE BLOWER POLICY:

The 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.

The Whistle Blower Policy has been adopted by the Board which an Audit Committee overlooks into the implementation of the policy.. The Committee reports to the Board. The employees and other stakeholders have direct access to the Chairperson of the Audit Committee for concerns, if any, for review. The Policy on vigil mechanism and whistle blower policy may be accessed on the Company's websitehttp://www.archidply.com.

PREVENTION OF SEXUAL HARASSMENT:

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 2015.

AUDITOR'S REPORT:

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.

As required under section 204 (1) of the Companies Act, 2013 the Company has obtained a Secretarial Audit Report

AUDITORS:

The Auditors M/s GRV & PK, Chartered Accountants, Bengaluru, appointment to be ratified at the ensuing Annual General Meeting and being eligible offer themselves for re-appointment.

SECRETARIAL AUDIT:

Pursuant to provisions of section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 the company has appointed Mr. J V Shivaprakash Practicing Company Secretary, Bengaluru to undertake the Secretarial Audit of the Company. The Secretarial Audit report for the year ended 31st March, 2015 is annexed herewith as " Annexure D"

EXTRACT Of ANNUAL RETURN:

The details forming part of the extract of the Annual Return in form MGT-9 is annexed herewith as "Annexure E"

RISK MANAGEMENT POLICY:

Pursuant to section 134 (3) (n) of the Companies Act, 2013 & Clause 49 of the listing agreement, during the year, the role of Audit Committee is enhanced to take care of Risk Management which has been entrusted with the responsibility to assist the Board in (a) Overseeing and approving the Company's enterprise wide risk management framework; and (b) Overseeing that all the risks that the organization faces such as strategic, financial, credit, raw material, foreign exchange fluctuation, quality , cost and other risks have been identified and assessed and there is an adequate risk management infrastructure in place capable of addressing those risks. A Risk Management Policy was reviewed and approved by the Committee during the year is available on our website, http:// www.archidply.com.

PARTICULARS ON REMUNERATION 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 'B'.

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 Clause 49 of the Listing Agreement.

AUDIT COMMITTEE /STAKEHOLDER RELATIONSHIP COMMITTEE / NOMINATION AND REMUNERATION COMMITTEE / CORPORATE SOCIAL RESPONSIBILITY COMMITTEE

The Board of Directors has constituted four Committees i.e., audit committee, stakeholder relationship committee, nomination and remuneration committee, corporate social responsibility committee as per requirement of Corporate Governance under listing Agreement. The majority of the members of these committees are Independent and non-executives. The more details are given under the Corporate Governance Report

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 2015-16 was paid within the scheduled time to BSE & NSE.

ACKNOWLEDGEMENT:

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 co- operation and assistance.

For and on behalf of the Board of Directors

Place : Bengaluru Deen Dayal Daga Date : 23rd May, 2015 Chairman

Mar 31, 2014

TO THE MEMBERS OF ARCHIDPLY INDUSTRIES LIMITED

The Directors are pleased to present the Nineteenth Annual Report together with the Audited Statement of Accounts for the year ended 31st March 2014.

FINANCIAL RESULTS

The financial results of the Company during the year under review are summarized as under

( Rs In Lakhs) Year ended year ended Particulars 31st March, 31st March 2014 2013

Net sales 22,652.02 20189.39

Depreciation & Amortization Expenses 546.42 474.15

Finance Costs 1064.14 901.71

Profit before tax 508.86 249.98

Taxation 107.76 43.51

Profit after tax 401.10 206.47

PERFORMANCE REVIEW

During the year of operation, your Company has earned a profit after tax for current year of Rs. 401.10 lakhs as compared to Rs. 206.47 lakhs p.a. registering the growth of 94.26% over last year. your Company''s Net turnover during the year ended 31.03.2014 was Rs. 22,652.02 lacs as against the previous year turnover of Rs. 20189.39 lacs. During the year under review the overall the net sales of the Company grew by 12.20% over the last year. The Export turnover of the Company has also increased from Rs. 9,53,70,076 to Rs. 14,14,63,156, resulting in 48.33% growth over last year.

DIVIDEND

To further improve its capacity utilization, consolidate its existing facilities and strengthen its financial position, the management has retained the profit and no dividend is recommended.

TRANSFER TO RESERVE

The Board of Directors proposes to Transfer Profit After Tax Rs. 401.10 lakhs to the General Reserve.

SUBSIDIARIES OF THE COMPANY

The Company does not have any subsidiary Company.

DIRECTORS'' RESPONSIBILITY STATEMENT AS PER SECTION 217(2AA) OF THE COMPANIES ACT, 1956.

Pursuant to Section 217(2AA) of the Companies Act, 1956 with respect to Directors'' Responsibility Statement, it is hereby confirmed,

(i) That in the preparation of the accounts for the financial year ended 31st March, 2014, the applicable accounting standards have been followed along with proper explanation relating to material departures;

(ii) That the Directors 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 the year under review;

(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, 1956 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities; and

(iv) That the Directors have prepared the accounts for the financial year ended March 31, 2014 on a going concern basis.

CORPORATE GOVERNANCE

The Corporate Governance & MDA report forms an integral part of the report and is set out as separate annexure to this report. The certificate from the Statutory Auditor of the Company certifying compliance of the conditions of the Corporate Governance as stipulated in clause 49 of the listing agreement is annexed to the report on Corporate Governance.

AUDIT COMMITTEE / INVESTOR GRIEVANCE COMMITTEE/ REMUNERATION & COMPENSATION COMMITTEE

The Board of Directors has constituted three committees i.e. Audit Committee, Investor Grievance committee and Remuneration/ Compensation Committee as per the requirement of Corporate Governance under the Listing Agreement. The majority of the members of these committees are independent & non executives.

FIXED DEPOSITS

The Company has neither accepted nor renewed any Fixed Deposits from the public during the year under review.

DIRECTORS

Pursuant to the provisions of Sections 149, 150,152 read with Schedule IV and all other applicable provisions of the Companies Act, 2013 and the rules made thereunder and clause 49 of the Listing Agreement, it is proposed to appoint Mr. Mohammed Shahid Aftab, Mr. Kamal Kishore Shrigopal Taparia and Mr. Bharath Kumar Hukumchand Rathi as an Independent Director of the Company to hold office for 5 (five) consecutive years till the conclusion of the 24th Annual general Meeting of the Company in the calendar year 2019.

Mr. Rajiv Daga Director of the Company is liable to retire by rotation at the ensuing Annual General Meeting. He is eligible for appointment and offers himself for re-appointment.

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 clause 49 of the Listing Agreement.

Your Board recommend their appointment as Directors of your Company.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

The net Profit before tax of the company has increased by Rs. 5 crore during the FY2014, thus for the FY2015, Company has constituted the CSR committee of the Board Comprising of Mr. K.K. Taparia, Mr. B.H. Rathi, Mr. Shyam Daga & Mr. Deen Dayal Daga. The committee shall recommend the policy for CSR to the Board as per the section 135 of the companies Act, 2013 & Rules made there under.

LISTING FEES

The Equity shares of the Company are listed with Bombay Stock Exchange Ltd. (BSE) & National Stock exchange (NSE) of India Limited (NSE). The annual listing fee for the year 2014-15 was paid within the scheduled time to BSE & NSE.

AUDITORS

M/s GRV & PK, Chartered Accountants, (Firm Registration No.008099S) who are statutory auditors of the Company hold office, in accordance with the provisions of the Companies Act, 2013, upto the conclusion of the third consecutive Annual General Meeting and are eligible for reappointment.(subject to ratification at every Annual General Meeting)

The Company has received letter from them to the effect that their appointment / reappointment, if made, would be within the prescribed limits under Section 139 & 142 of the Companies Act, 2013 and that they are not disqualified for such appointment / reappointment within the meaning of Section 141 of the said Act.

For the observations made by the Auditors in their report are self explanatory and do not require any explanations.

COST AUDITORS

Pursuant to the directives of the Central Government under the provision of Section 233B of the Companies Act, 1956, M/s. A.S. Rao & Co. Cost Accountants, FRN: 000326 were appointed to audit the cost records of the Company. The Cost Audit Report for the Financial year 2012-13 has been filed on 10.10.2013 and the cost audit report for the Financial year 2013-14 shall be filed within due date.

CEO/CFO CERTIFICATION

As required by clause 49 of the listing Agreement, the CEO/CFO Certification has been submitted to the Board and a copy thereof is contained elsewhere in this Annual Report.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION. FOREIGN EXCHANGE EARNINGS AND OUTGO

The statement containing the necessary information as required under the Section 217(1)(e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in Report of Board of Directors) Rules 1988, relating to conservation of energy, technology absorption, foreign exchange earnings and outgo are annexed hereto and forms an integral part of this report.

EMPLOYEE PARTICULARS

The Statement of employees required under Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 is not annexed, as there are no employees drawing salary exceeding the present limits as provided under the Act.

The relations between the management and employees remain normal and cordial during the year under review.

ACKNOWLEDGMENTS

The Directors wish to thank the Company''s esteemed customers, partners, suppliers, bankers and above all, its shareholders and investors for their continued support and co-operation. Your Directors wish to place on record their deep sense of appreciation for the dedication, commitment and contribution made by the employees at all levels during this year.

For and on behalf of the Board of Directors

Place : Bangalore Deen Dayal Daga Date : 28th May, 2014 Chairman

Mar 31, 2013

TO THE MEMBERs OF ARCHIDPLY INDUsTRIEs LIMITED

The Directors are pleased to present the Eighteenth Annual Report together with the Audited Statement of Accounts for the year ended 31st March 2013.

FINANCIAL REsULTs

The fnancial results of the Company during the year under review are summarized as under:

(Rs. In Lakhs )

Year ended Year ended Particulars 31st March, 2013 31st March, 2012

Net sales 20189.39 17144.56

Depreciation & Ammortisation Expenses 474.15 469.20

Finance Costs 991.58 1347.21

Proft on sale of land __ 465.38

Proft before tax 249.98 113.83

Taxation 43.51 22.44

Proft after tax 206.47 91.39

PERFORMANCE REVIEW

During the year of operation, your Company has earned a proft after tax for current year of Rs. 206.47 lakhs. Your Company''s Net turnover during the year ended 31.03.2013 was Rs. 20,189.39 lacs as against the previous year turnover of Rs. 17,144.56 lacs.The Turnover has registered 17.30% growth and Net Proft has raised 125% and the fnance cost has been reduced by 28%. The Exports have also shown a remarkable growth of 57 times when compared to the previous year. The exports amounted to Rs.16,67,175 for the year ended 31.03.2012 and Rs.9,53,70,076 for the year ended 31.03.2013

DIVIDEND

Keeping in view the uncertainity in the economy and volatile nature of business environment, to further improve the capacity utilization and consolidate its existing facilities,the management is cautious and retained the proft for further improvement.

TRANsFER TO REsERVE

The Board of Directors proposes to Transfer Rs.206.47 Lakhs to the Reserve.

sUBsIDIARIEs OF THE COMPANY

The Company does not have any subsidiary Company.

DIRECTORs'' REsPONsIBILITY sTATEMENT As PER sECTION 217 (2AA) OF THE COMPANIEs ACT, 1956.

Pursuant to Section 217(2AA) of the Companies Act, 1956 with respect to Directors'' Responsibility Statement, it is hereby confrmed,

(i) That in the preparation of the accounts for the fnancial year ended 31st March, 2013, the applicable accounting standards have been followed along with proper explanation relating to material departures;

(ii) That the Directors 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 afairs of the company at the end of the fnancial year and of the proft or loss of the company for the year under review;

(iii) That the Directors have taken proper and sufcient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities; and

(iv) That the Directors have prepared the accounts for the fnancial year ended March 31, 2013 on a going concern basis.

CORPORATE GOVERNANCE

The Corporate Governance & MDA report forms an integral part of the report and is set out as separate annexure to this report. The certifcate from the Statutory Auditor of the Company certifying compliance of the conditions of the Corporate Governance as stipulated in clause 49 of the listing agreement is annexed to the report on Corporate Governance.

AUDIT COMMITTEE / INVEsTOR GRIEVANCE COMMITTEE / REMUNERATION & COMPENsATION COMMITTEE

The Board of Directors have constituted three committees i.e. Audit Committee, Investor Grievance committee and Remuneration/ Compensation Committee as per the requirement of Corporate Governance under the Listing Agreement. The majority of the members of these committees are independent & non executives.

FIXED DEPOsITs

The Company has neither accepted nor renewed any Fixed Deposits from the public during the year under review.

DIRECTORs

Mr. Mohammed Shahid Aftab Director of the Company is liable to retire by rotation at the ensuing Annual General Meeting. He is eligible for appointment and ofers himself for re-appointment.

A brief resume of the Director who is re-appointed is attached to the Notice of the ensuing Annual General meeting.

None of the Directors of your Company are disqualifed as per provisions of Section 274 (1) (g) of the Companies Act, 1956. The Directors of the Company have made necessary disclosures as required under various provisions of the Companies Act and clause 49 of the Listing Agreement.

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 2013-14 was paid within the scheduled time to BSE & NSE.

AUDITORs

M/s GRV & PK, Chartered Accountants, who are statutory auditors of the Company hold ofce, in accordance with the provisions of the Companies Act, 1956, upto the conclusion of the forthcoming Annual General Meeting and are eligible for reappointment.

The Company has received letter from them to the efect that their appointment / reappointment, if made, would be within the prescribed limits under Section 224(1B) of the Companies Act, 1956 and that they are not disqualifed for such appointment / reappointment within the meaning of Section 226 of the said Act.

For the observations made by the Auditors in their report are self explanatory and do not require any explanations.

COsT AUDITORs

Pursuant to the order no. F.No. 52/26/CAB-2010 dated June 30, 2011 issued by the Central Government in terms of the provisions of Section 233B of the Companies Act, 1956, audit of cost records is mandatory for the products manufactured by the Company at its two manufacturing units viz., Chintamani (Karnataka) and Rudrapur (uttarakhand) and the Central Government has approved the appointment of "M/s.A.S.Rao & Co Cost Accountants, Visakhapatnam, Andhra Pradesh" as Cost Auditors of the Company. The cost audit report for the Financial year 2011-12 has been fled and the cost audit report for the Financial year 2012-13 shall be fled within the due date.

CONsERVATION OF ENERGY, TECHNOLOGY ABsORPTION, FOREIGN EXCHANGE EARNINGs AND OUTGO

The statement containing the necessary information as required under Section 217 (1)(e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in Report of Board of Directors) Rules 1988, relating to conservation of energy, technology absorption, foreign exchange earnings and outgo are annexed hereto and forms an integral part of this report.

EMPLOYEE PARTICULARs

The Statement of employees required under Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 is not annexed, as there are no employees drawing salary exceeding the present limits as provided under the Act.

The relations between the management and employees remain normal and cordial during the year under review.

ACKNOWLEDGEMENTs

The Directors wish to thank the Company''s esteemed customers, partners, suppliers, bankers and above all, its shareholders and investors for their continued support and co-operation. Your Directors wish to place on record their deep sense of appreciation for the dedication, commitment and contribution made by the employees at all levels during this year.

For and on behalf of the Board of Directors

Place : Bangalore Deen Dayal Daga

Date : 28th May, 2013 Chairman

Mar 31, 2012

TO THE MEMBERS OF ARCHIDPLY INDUSTRIES LIMITED

The Directors are pleased to present the Seventeenth Annual Report together with the Audited Statement of Accounts for the year ended 31st March, 2012.

FINANCIAL RESULTS

The financial results of the Company during the year under review are summarized as under :

(Rs. In Lakhs)

Year ended Year ended Particulars 31st March, 2012 31st March, 2011

Net sales 17,144.56 15,460.95

Profit before Interest & Depreciation 1,957.24 1,605.68

Depreciation & Amortization Expenses 496.20 485.22

Finance Costs 1,347.21 1,087.69

Profit before tax 113.83 32.77

Taxation 22.44 32.50

Profit after tax 91.39 0.27

PERFORMANCE REVIEW

During the year of operation, your Company has earned a profit after tax for current year of Rs. 91.39 lakhs. Your Company's Net turnover during the year ended 31st March, 2012 was Rs. 17,144.56 lakhs. The Company has achieved an increase of 10.88% in net turnover for the current financial year as against the previous year turnover of Rs. 15,460.95 lakhs. Profit before Interest & Depreciation has increased by 21.89% from Rs. 1,605.68 lakhs in previous year to Rs. 1,957.24 lakhs for the Current year.

DIVIDEND

After the shifting of the Mysore Unit to Chintamani Unit your Company is improving capacity utilization and consolidating its existing facilities during the year to cater to the future. In order to conserve its resources for future consolidation, the directors have decided not to recommend the dividend for the current year.

TRANSFER TO RESERVE

The Board of Directors proposes to Transfer Rs. 91,39,346/- to the General Reserve.

INCREASE IN SHARE CAPITAL

During the year, we issued 13500 shares on exercise of stock options under the "Archidply Industries Limited ESOS-2009", as a result of this, the issued, subscribed & paid-up equity shares increased from 2,20,51,500 to 2,20,65,000 equity shares. The issued, subscribed & paid-up share capital as at 31st March, 2012 is Rs. 22,06,50,000.

SALE OF LAND AT MYSORE

The Company has sold the land of the Mysore Unit of 225423 sq. ft. (5 Acres 7 Guntas) area for Rs. 20,85,16,276/- only. The Company has also earned income on the sale of land at Mysore Unit belonging to the Mysore Chipboards Limited measuring 251559 sq. ft. (5 Acres 31 Guntas) area of Rs. 4,65,38,415/-. The land was purchased from the Mysore Chipboards Limited for Rs. 740 per sq. ft. and was sold at Rs. 925 sq. ft.

EXPANSION

The Company is planning to add one more line of laminate press at its Rudrapur Unit and also plan to start the export of laminates in the coming financial year.

SUBSIDIARIES OF THE COMPANY

The Company does not have any subsidiary Company.

DIRECTORS' RESPONSIBILITY STATEMENT AS PER SECTION 217 (2AA) OF THE COMPANIES ACT, 1956.

Pursuant to Section 217 (2AA) of the Companies Act, 1956 with respect to Directors' Responsibility Statement, it is hereby confirmed,

(i) That in the preparation of the accounts for the financial year ended 31st March, 2012, the applicable accounting standards have been followed along with proper explanation relating to material departures;

(ii) That the Directors 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 the year under review;

(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, 1956 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities; and

(iv) That the Directors have prepared the accounts for the financial year ended 31st March, 2012 on a going concern basis.

CORPORATE GOVERNANCE

The Corporate Governance & MDA report forms an integral part of the report and is set out as separate annexure to this report. The certificate from the Statutory Auditor of the Company certifying compliance of the conditions of the Corporate Governance as stipulated in clause 49 of the listing agreement is annexed to the report on Corporate Governance.

AUDIT COMMITTEE / INVESTOR GRIEVANCE COMMITTEE / REMUNERATION & COMPENSATION COMMITTEE

The Board of Directors has constituted three committees i.e. Audit Committee, Investor Grievance committee and Remuneration / Compensation Committee as per the requirement of Corporate Governance under the Listing Agreement. The majority of the members of these committees are independent & non executives.

FIXED DEPOSITS

The Company has neither accepted nor renewed any Fixed Deposits from the public during the year under review.

DIRECTORS

The Board of Directors had in their meeting held on 29th May, 2012, subject to approval of the members in the general meeting, has appointed Mr. Deen Dayal Daga, as Chairman, Mr. Shyam Daga as Managing Director and Mr. Rajiv Daga as Joint Managing Director for a period of three years.

Mr. Bharath Kumar Hukumchand Rathi, Director of the Company is liable to retire by rotation at the ensuing Annual General Meeting. He is eligible for appointment and offers himself for re- appointment.

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 274 (1) (g) of the Companies Act, 1956. The Directors of the Company have made necessary disclosures as required under various provisions of the Companies Act and Clause 49 of the Listing Agreement.

EMPLOYEES STOCK OPTION SCHEME

The in principle approval for the Employee stock Option scheme - "Archidply Industries Limited ESOS-2009" exercisable into not more than 2,00,000 options has been obtained by the Company. The options are vested to the eligible employees as per the scheme with effect from 1st April, 2010.

The Company implemented the Employee Stock option Scheme in accordance with the SEBI (Employee Stock Option Scheme & Employee Stock Option Purchase Scheme) Guidelines, 1999. The Compensation Committee constituted in accordance with the SEBI guidelines administers and monitors the ESOS. The applicable disclosures as stipulated under the SEBI Guidelines as at 31st March, 2012 are given below :

(i) Options Granted : 93000 on 1st April, 2009

(ii) Exercise Price : Rs. 10 per option

(iii) Options Vested : 72500

(iv) Options Exercised : 65000

(v) Total no. of shares arising as a result of exercise of option : 65000

(vi) Options lapsed : 28000

(vii) Money realized by exercise of options : Rs. 6,50,000/-

(viii) Total number of options in force : Nil

(ix) Employee wise details of options vested :

a) Senior Managerial Personnel (4500 options each) : Nil

b) Any other employee who received a grant in any one year of options amounting to 5% or more of options granted during the one year : Nil

c) Identified employees, who were granted options, during one year, equal to or exceeding 1% of the issued capital of the Company at the time of grant : Nil

(x) Diluted EPS as per AS 20 : 0.41

(xi) Impact on profit : Nil

The Company has received a certificate from the Auditors of the Company that the ESOS has been implemented in accordance with the SEBI Guidelines and the resolution passed by the shareholders. The Certificate would be available at the Annual General Meeting for inspection by members.

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 2012-13 was paid within the scheduled time to BSE & NSE.

AUDITORS

M/s. G R V & P K, Chartered Accountants, who are statutory auditors of the Company hold office, in accordance with the provisions of the Companies Act, 1956, upto the conclusion of the forthcoming Annual General Meeting and are eligible for reappointment.

The Company has received letter from them to the effect that their appointment / reappointment, if made, would be within the prescribed limits under Section 224(1 B) of the Companies Act, 1956 and that they are not disqualified for such appointment / reappointment within the meaning of Section 226 of the said Act.

For the observations made by the Auditors in their report are self explanatory and do not require any explanations.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

The statement containing the necessary information as required under Section 217 (1)(e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in Report of Board of Directors) Rules 1988, relating to conservation of energy, technology absorption, foreign exchange earnings and outgo are annexed hereto and forms an integral part of this report.

EMPLOYEE PARTICULARS

The Statement of employees required under Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 is not annexed, as there are no employees drawing salary exceeding the present limits as provided under the Act.

The relations between the management and employees remain normal and cordial during the year under review.

ACKNOWLEDGEMENTS

The Directors wish to thank the Company's esteemed customers, partners, suppliers, bankers and above all, its shareholders and investors for their continued support and co-operation. Your Directors wish to place on record their deep sense of appreciation for the dedication, commitment and contribution made by the employees at all levels during this year.

For and on behalf of the Board of Directors

Place : Bangalore Deen Dayal Daga

Date : 29th May, 2012 Chairman

Mar 31, 2011

TO THE MEMBERS OF ARCHIDPLY INDUSTRIES LIMITED

The Directors are pleased to present the Sixteenth Annual Report together with the Audited Statement of Accounts for the year ended 31st March 2011.

FINANCIAL RESULTS

The financial results of the Company during the year under review are summarized as under:

( Rs. in lakhs)

Year ended Year ended Particulars 31.03.2011 31.03.2010

Net sales 15,385.65 15,132.46

Profit before interest & Depreciation 1592.19 2349.54

Depreciation 485.22 432.86

Interest 1072.20 975.00

Profit before tax 34.76 941.68

Taxation 32.50 143.82

Profit after tax 2.26 797.86

PERFORMANCE REVIEW

During the year of operation, your Company has earned a profit after tax for current year of Rs. 2.26 lakhs. Your Company's Net turnover during the year ended 31.03.2011 was Rs.15385.65 lacs as against the previous year turnover of Rs. 15132.46 lacs. Due to the closure of the Mysore Unit of the Company, there is the flat sales and reduction in overall profits of the Company during the current financial year.

DIVIDEND

Your Company is improving capacity utilization and consolidating its existing facilities during the year to cater to the future. In order to meet its growing fund requirement and to conserve its resources for future consolidation, the directors have decided not to recommend the dividend for the current year.

TRANSFER TO RESERVE

The Board of Directors proposes to Transfer Rs. 26,664/- to the General Reserve.

INCREASE IN SHARE CAPITAL

During the year, we issued 51500 shares on exercise of stock options under the "Archidply Industries Limited ESOS- 2009", as a result of this , the issued , subscribed & paid-up equity shares increased from 2,20,00,000 to 2,20,51,500 equity shares. The issued, subscribed & paid-up share capital as on 31.03.2011 is Rs. 220,515,000.

SALE OF MYSORE UNIT

The Mysore Unit's manufacturing facilities of the decorative veneer & pre-laminated Particle Board have been shifted to the Chintamani Unit. Further the Plywood Machineries will be shifted during the year to Chintamani Unit. The Board of Directors has decided to sale of the remaining old machinery and land at the Mysore unit so as to improve the further liquidity in the company and reduce overall the interest burden on the Company. The approval of the shareholders through postal ballot for disposal of undertaking is sought by the Company.

SUBSIDIARIES OF THE COMPANY

The Company does not have any subsidiary Company.

DIRECTORS' RESPONSIBILITY STATEMENT AS PER SECTION 217 (2AA) OF THE COMPANIES ACT, 1956.

Pursuant to Section 217(2AA) of the Companies Act, 1956 with respect to Directors' Responsibility Statement, it is hereby confirmed,

(I) That in the preparation of the accounts for the financial year ended 31stMarch, 2011, the applicable accounting standards have been followed along with proper explanation relating to material departures.

(ii) That the Directors 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 the year under review.

(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, 1956 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities; and

(iv) That the Directors have prepared the accounts for the financial year ended March 31, 2011 on a going concern basis.

CORPORATE GOVERNANCE

The Corporate Governance & MDA report forms an integral part of the report and is set out as separate annexure to this report. The certificate from the Statutory Auditor of the Company certifying compliance of the conditions of the Corporate Governance as stipulated in clause 49 of the listing agreement is annexed to the report on Corporate Governance.

AUDIT COMMITTEE / INVESTOR GRIEVANCE COMMITTEE/ REMUNERATION & COMPENSATION COMMITTEE

The Board of Directors has constituted three committees i.e. Audit Committee, Investor Grievance committee and Remuneration /Compensation Committee as per the requirement of Corporate Governance under the Listing Agreement. The majority of the members of these committees are independent & non executives.

FIXED DEPOSITS

The Company has neither accepted nor renewed any Fixed Deposits from the public during the year under review.

DIRECTORS

Sudden demise of Shri. N.S. Adkoli IFS (Retd) One of our First Directors, who was also Chairman, Treelands Development Services, Founder Director Bamboo Society of India, Promoter Agro - Forestry Association, Consultant in Forestry, Wildlife, Environment, Bio-diversity etc, on 5th of April 2011 has created a huge void in our company and also amongst foresters, friends and family members.

He was brilliant, sincere, hard working, honest, kind hearted, helpful, punctual, open minded, disciplined, straight forward and has kept his dignity high throughout his life.

He was "Born Free Ever Green Forester", and practiced forestry and stood for the values of forestry and environment until his last breath. In short he was a simple and truly a great man.

He is survived by his wife Smt. Leela, daughter Smt. Lola, son Sri. Anand, four grandsons, sister, brother and a host of friends to mourn his loss. We pray to Almighty to rest his soul in peace and give strength to his family members, friends and fraternity to bear the grief of the departed soul.May His Soul rest in Eternal Peace. The Board of Directors place on record the appreciation for the services rendered by him.

Mr. Krishna Kant Somani has resigned from the directorship due to health grounds w.e.f. 01.05.2011. He was working as a Director( Technical).The Board of Directors place on record the appreciation for the services rendered by him.

Mr. Kamal Kishore Taparia, Director of the Company is liable to retire by rotation at the ensuing Annual General Meeting. He is eligible for appointment and offers himself for re-appointment.

A brief resume of the Director being re-appointed is attached to the Notice for the ensuing Annual General meeting.

None of the Directors of your Company is disqualified as per provisions of Section 274 (1) (g) of the Companies Act, 1956. The Directors of the Company have made necessary disclosures as required under various provisions of the Companies Act and clause 49 of the Listing Agreement.

EMPLOYEES STOCK OPTION SCHEME

The in principle approval for the Employee stock Option scheme Ã "Archidply Industries Limited ESOS- 2009" exercisable into not more than 2,00,000 options has been obtained by the Company. The options are vested to the eligible employees as per the scheme with effect from 01.04.2010.

The Company implemented the Employee Stock option Scheme in accordance with the SEBI ( Employee Stock Option Scheme & Employee Stock Option Purchase Scheme ) Guidelines, 1999. The Compensation Committee constituted in accordance with the SEBI guidelines administers and monitors the ESOS. The applicable disclosures as stipulated under the SEBI Guidelines as at 31st March, 2011 are given below:

(i)Options Granted : 93000 on 01.04.2009

(ii)Exercise Price : Rs. 10 per option

(iii)Options Vested : 72500

(iv)Options exercised : 51500

(v)Total no. of shares arising as a result of exercise of option: 51500

(vi)Options lapsed : Nil

(vii)Money realized by exercise of options : Rs. 515000

viii)Total number of options in force: 21,000

ix)Employees wise details of options vested :

a.Senior Managerial Person (4500 options each)

Mr. K.K. Somani

Mr. A. Ananthachar

Mr. G.R. Sureka

Mr. A.K. Thirani

Mr. Sundeep Kejriwal

b.Any other employee who received a grant in any one year of Options amounting to 5% or more of options granted during the one year : Nil

c. Identified employees, who were granted Options, during one year, equal to or exceeding 1% of the issued capital of the Company at the time of grant : Nil

(x) Diluted EPS as per AS 20 : .0012

ixi) Impact on Profit : Loss - (84,966) EPS - (0.0039)

The Company has received a certificate from the Auditors of the Company that the ESOS has been implemented in accordance with the SEBI Guidelines and the resolution passed by the shareholders. The Certificate would be available at the Annual General Meeting for inspection by members.

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 2011-12 was paid within the scheduled time to BSE & NSE.

AUDITORS

M/s GRV & PK, Chartered Accountants, who are statutory auditors of the Company hold office, in accordance with the provisions of the Companies Act, 1956, upto the conclusion of the forthcoming Annual General Meeting and are eligible for reappointment.

The Company has received letter from them to the effect that their appointment / reappointment, if made, would be within the prescribed limits under Section 224(1B) of the Companies Act, 1956 and that they are not disqualified for such appointment / reappointment within the meaning of Section 226 of the said Act.

For the observations made by the Auditors in their report are self explanatory and do not require any explanations.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

The statement containing the necessary information as required under Section 217 (1)(e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in Report of Board of Directors) Rules 1988, relating to conservation of energy, technology absorption, foreign exchange earnings and outgo are annexed hereto and forms an integral part of this report.

EMPLOYEE PARTICULARS

The Statement of employees required under Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 is not annexed, as there are no employees drawing salary exceeding the present limits as provided under the Act.

The relations between the management and employees remain normal and cordial during the year under review.

ACKNOWLEDGMENTS

Your Directors wish to place on record their deep sense of appreciation for the dedication, commitment and contribution made by the employees at all levels during this year. Their unstinted support has been and continues to be integral part to your Company's ongoing growth.

Your Directors wish to thank a n d deeply acknowledge the co-operation, assistance and support extended by the Company's Bankers, Central and State Governments, Local Govt. agencies, Company Customers, Suppliers, Business Associates and also our esteemed Shareholders, for their continued co-operation and Support.

For and on Behalf of the Board

Deendayal Daga

Place : Bangalore Chairman

Date : 25th May, 2011

Mar 31, 2010

The Directors are pleased to present the Fifteenth Annual Report together with the Audited Statement of Accounts for the year ended 31st March 2010.

FINANCIAL RESULTS

The financial results of the Company during the year under review are summarized as under:

(Amount in Rs.)

Year ended Year ended

Particulars 31.03.10 31.03.09

Net sales 15,132.46 15,040.95

Profit before interest & Depreciation 2349.54 2778.09

Depreciation 432.86 345.20

Interest 975.00 778.52

Profit before tax 941.68 1,654.37

Taxation 143.82 229.63

Profit after tax 797.86 424.73

PERFORMANCE REVIEW

During the year of operation, your Company has earned a profit after tax for current year of Rs.797.86 lacs. Your Companys Net turnover during the year ended 31.03.2010 was Rs. 15,132.46 lacs as against the previous year turnover of Rs. 15040.95 lacs.

Due to the labour issues at the Mysore Factory, the production has been affected during the last quarter coupled with the slow recovery in the industry has resulted in the flat sales and reduction of overall profits of the Company during the current financial year.

DIVIDEND

Your Company continued to target growth in its business areas while simultaneously investing in improving capacity utilization activities during the year to cater to the future. In order to meet its growing fund requirement and to conserve its resources for future expansions, the directors have decided not to recommend the dividend for the current year.

TRANSFER TO RESERVE

The Board of Directors proposes to Transfer Rs.790.29 lacs to the General Reserve.

NEW EXPANSION PROJECTS

The second phase of the Chintamani Project for the construction of new Factory Shed and the New Veneer Slicing unit for backward integration of the Decorative Plywood is in the final stage of completion. The commercial production for the second phase of the project is expected to start in the month of October10.

SHIFTING OF THE MYSORE UNIT

Mysore unit of the Company was established in 1966 in the outskirts of the Mysore, which has now after development of the city limits was functioning in a Residential area where the operations were mostly of residential activities and no manufacturing was done by anyone except this company. Thus, during the financial year, the decision was taken to shift the Mysore unit to Chintamani, which has resulted in the labour issues & standstill of the production operations at the Mysore Unit. The management is in negotiation with the labour and is hopeful of amicably reaching the settlement with the labour.

INDIAN GREEN BUILDING COUNCIL - IGBC

The Company has got IGBC membership which shall help the Company to play an active role in the advocacy of green buildings and make its products eligible for the Green Building projects.

SUBSIDIARIES OF THE COMPANY

The Company does not have any subsidiary Company.

DIRECTORS RESPONSIBILITY STATEMENT AS PER SECTION 217 (2AA) OF THE COMPANIES ACT, 1956.

Pursuant to Section 217(2AA) of the Companies Act, 1956 with respect to Directors Responsibility Statement, it is hereby confirmed,

(I) That in the preparation of the accounts for the financial year ended 31st March, 2010, the applicable accounting standards have been followed along with proper explanation relating to material departures.

(ii) That the Directors 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 the year under review.

(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, 1956 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities; and

(iv) That the Directors have prepared the accounts for the financial year ended March 31, 2010 on a going concern basis.

CORPORATE GOVERNANCE

The Corporate Governance & MDA report forms an integral part of the report and is set out as separate annexure to this report. The certificate from the Statutory Auditor of the Company certifying compliance of the conditions of the Corporate Governance as stipulated in clause 49 of the listing agreement is annexed to the report on Corporate Governance.

AUDIT COMMITTEE / INVESTOR GRIEVANCE COMMITTEE/ REMUNERATION & COMPENSATION COMMITTEE

The Board of Directors has constituted three committees i.e. Audit Committee, Investor Grievance committee and Remuneration /Compensation Committee as per the requirement of Corporate Governance under the Listing Agreement. The majority of the members of these committees are independent & non executives.

FIXED DEPOSITS

The Company has neither accepted nor renewed any Fixed Deposits from the public during the year under review.

DIRECTORS

Mr. Mohammad Shahid Aftab, Director of the Company is liable to retire by rotation at the ensuing Annual General Meeting. He is eligible for appointment and offers himself for re-appointment.

A brief resume of the Director being re-appointed is attached to the Notice for the ensuing Annual General meeting.

None of the Directors of your Company is disqualified as per provisions of Section 274 (1) (g) of the Companies Act, 1956. The Directors of the Company have made necessary disclosures as required under various provisions of the Companies Act and clause 49 of the Listing Agreement.

EMPLOYEES STOCK OPTION SCHEME

The in principle approval for the Employee stock Option scheme - "Archidply Industries Limited ESOS- 2009" exercisable into not more than 2,00,000 options has been obtained by the Company. The options are vested to the eligible employees as per the scheme with effect from 01.04.2010.

The Company implemented the Employee Stock option Scheme in accordance with the SEBI ( Employee Stock Option Scheme & Employee Stock Option Purchase Scheme ) Guidelines, 1999. The Compensation Committee constituted in accordance with the SEBI guidelines administers and monitors the ESOS. The applicable disclosures as stipulated under the SEBI Guidelines as at 31st March, 2010 are given below:

(i)Options Granted :93000 on 01.04.2009

ii)Exercise Price : Rs. 10 per option

iii)Options Vested :Nil

iv)Options exercised:Nil

v)Options lapsed : Nil

(vi)Employees wise details of options granted :

a.Senior Managerial Person (6000 options each)

Mr. K.K. Somani

Mr. A Ananthachar

Mr. G.R. Sureka

Mr. AK. Thirani

Mr. Sundeep Kejriwal

b.Any other employee who received a grant in any one year of Options amounting to 5% or more of options granted during the one year : Nil

c. Identified employees, who were granted Options, during one year, equal to or exceeding 1% of the issued capital of the Company at the time of grant : Nil

The Company has received a certificate from the Auditors of the Company that the ESOS has been implemented in accordance with the SEBI Guidelines and the resolution passed by the shareholders. The Certificate would be available at the Annual General Meeting for inspection by members.

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 2010-11 was paid within the scheduled time to BSE & NSE.

AUDITORS

M/s GRV & PK, Chartered Accountants, who are statutory auditors of the Company hold office, in accordance with the provisions of the Companies Act, 1956, upto the conclusion of the forthcoming Annual General Meeting and are eligible for reappointment.

The Company has r eceived letter from them to the effect that their appointment / reappointment, if made, would be within the prescribed limits under Section 224(1B) of the Companies Act, 1956 and that they are not disqualified for such appointment / reappointment within the meaning of Section 226 of the said Act.

For the observations made by the Auditors in their report are self explanatory and do not require any explanations.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

The statement containing the necessary information as required under Section 217 (1)(e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in Report of Board of Directors) Rules 1988, relating to conservation of energy, technology absorption, foreign exchange earnings and outgo are annexed hereto and forms an integral part of this report.

EMPLOYEE PARTICULARS

The Statement of employees required under Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 is not annexed, as there are no employees drawing salary exceeding the present limits as provided under the Act.

The relations between the management and employees remain normal and cordial during the year under review.

ACKNOWLEDGMENTS

Your Directors wish to place on record their deep sense of appreciation for the dedication, commitment and contribution made by the employees at all levels during this year. Their unstinted support has been and continues to be integral part to your Companys ongoing growth.

Your Directors wish to thank a n d deeply acknowledge the co-operation, assistance and support extended by the Companys Bankers, Central and State Governments, Local Govt. agencies, Company Customers, Suppliers, Business Associates and also our esteemed Shareholders, for their continued co-operation and Support

For and on Behalf of the Board

Place Bangalore Shyam Daga N.S. Adkoli

Date 29 May, 2010 Managing Director Director

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