Mar 31, 2018
Dear Members,
The Directors are pleased to present the Twenty-Sixth Annual Report on the business and operation of the Company together with the audited financial statements for the year ended March 31, 2018.
1. Financial Performance of the Company (Rs. In Lakhs)
PARTICULARS |
STANDALONE |
CONSOLIDATED |
||
2017-18 |
2016-17 |
2017-18 |
2016-17 |
|
Gross Revenue |
8013.58 |
8082.32 |
13445.83 |
10470.65 |
Net Revenue |
7813.21 |
7291.36 |
13215.67 |
9794.63 |
EBIDTA |
1243.94 |
1185.32 |
1848.42 |
1488.69 |
Finance Cost |
363.00 |
357.17 |
482.77 |
417.42 |
Depreciation |
281.28 |
259.84 |
379.83 |
319.74 |
Profit before Tax |
599.66 |
568.31 |
985.82 |
751.53 |
Provision for Tax |
197.83 |
195.65 |
299.67 |
256.12 |
Other Comprehensive Income |
20.08 |
0.69 |
20.08 |
0.69 |
Total Comprehensive Income after Tax |
421.91 |
373.35 |
706.23 |
496.10 |
EPS ( Rs.) |
3.71 |
3.52 |
6.33 |
4.68 |
2. Brief description of the Companyâs working during the year / State of Companyâs affair
Your Company operates single segment business viz. uPVC Doors, Windows, PVC Profiles and D-Stona sheets and mouldings. Your Company reported a top-line growth of 7.16% over the previous year on net revenue level post implementation of GST. At standalone level, the net revenue from operations stood at Rs. 7813.21 Lakhs compared with Rs. 7291.36 Lakhs in the Previous Year. The operating profit before tax stood at Rs. 599.66 Lakhs as against Rs. 568.31 in the Previous Year. Total Comprehensive Income for the year after tax stood at Rs. 421.91 Lakhs compared to Rs. 373.35 Lakhs reported in the Previous Year.
The Net Consolidated Revenue from operations for financial year 2017-18 was at Rs. 13215.67 Lakhs as against Rs. 9794.63 Lakhs in the Previous Year, registering a growth of 34.93%. The Consolidated operating profit before tax stood at Rs. 985.82 Lakhs as against Rs. 751.53 in the Previous Year. Total Comprehensive Income for the year after tax stood at Rs. 706.23 Lakhs compared to Rs. 496.10 Lakhs reported in the Previous Year.
3. Dividend and Reserves
Your Company has earned adequate profit during the financial year 2017-18. The directors have decided to plough back the profit into the business, therefore no divided is recommend for the financial year ended March 31, 2018. The Board proposes to transfer balance of profit to the General Reserve.
4. Share Capital
The authorized and paid up share capital of the company as at March 31, 2018 stood at Rs. 1250 Lakhs and 1082.42 Lakhs respectively. Your Company has allotted 2,44,095 fully paid-up equity shares on preferential basis at a face value of Rs. 10/- each in April 2017 to the promoters of the company on non-cash basis for acquiring the 100% equity of Dynasty Modular Furnitures Pvt. Ltd, making it wholly owned subsidiary of your Company and consequently the number of shares increased from 1,05,80,150 to 1,08,24,245.
During the year under review, the Company has not issued shares with differential voting rights nor has granted any stock options or sweat equity. As on March 31, 2018, none of the directors of the Company hold instruments convertible into Equity Shares of the Company.
5. Board of Directors
In accordance with the provisions of section 149, 152 and other applicable provisions of the Companies Act, 2013, one third of the such of Directors as are liable to retire by rotation, shall retire every year and, if eligible, offer themselves for re-appointment at every AGM. Consequently, Mr. Shreyansh Dhabriya, Whole Time Director will retire by rotation at the ensuring Annual General Meeting and, being eligible, offer himself for re-appointment. The Board recommends their re-appointment for the consideration of Members of the Company at the ensuring Annual General Meeting. A brief resume of the Director proposed to be re-appointed, is furnished in the notice of the AGM.
During the year under review, there is no change in the Board of Directors of the Company.
6. Number of Meetings of the Board
The details of the number of Meetings of the Board held during the financial year 2017-18 forms part of the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.
7. Key Managerial Personnel
The following are the Key Managerial Personnel of the Company:
SL. NO. |
NAME OF PERSON |
DESIGNATION |
1. |
Mr. Digvijay Dhabriya |
Chairman & Managing Director |
2. |
Mrs. Anita Dhabriya |
Whole Time Director |
3. |
Mr. Mahendra Karnawat |
Whole Time Director |
4. |
Mr. Shreyansh |
Whole Time |
Dhabriya |
Director |
|
5. |
Mr. Hitesh |
Chief Financial |
Agrawal |
Officer |
|
6. |
Mr. Sparsh Jain |
Company Secretary & Compliance Officer |
During the year under review, there is no change in the KMPâs of the Company.
8. Committees of the Board
The Board of Directors have the following committees:
1. Audit Committee
2. Nomination and Remuneration/ Compensation Committee
3. Stakeholderâs/ Investors Grievance Committee
4. Corporate Social Responsibility Committee
The details of the Committees along with their composition, number of meetings and attendance at the meetings are provided in the Corporate Governance Report.
9. Board Evaluation
Pursuant to the provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has carried out an annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit, Nomination & Remuneration Compensation and Shareholderâs/ Investorâs Grievance Committees. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report.
10. Declaration by an Independent Director(s) and re- appointment, if any
All Independent Directors have given declarations that they meet the criteria of independence as provided in sub-section (6) of Section 149 of the Companies Act, 2013 and Regulation 16(b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
11. Finance & Accounts
As mandated by the Ministry of Corporate Affairs, the financial statements for the year ended on March 31, 2018 has been prepared in accordance with the Indian Accounting Standards (IND AS) notified under Section 133 of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014. The estimates and judgements relating to the Financial Statements are made on a prudent basis, so as to reflect in a true and fair manner, the form and substance of transactions and reasonably present the Companyâs state of affairs, profits and cash flows for the year ended March 31, 2018.
12. Performance of Subsidiary Company
Your Company is having three subsidiaries
a. Polywood Green Building Systems Private Limited:
The Gross Revenue of the Company for financial year 2017-18 stood at Rs. 2496.98 Lakhs compared with Rs. 3324.87 Lakhs in Previous Year. Total Comprehensive Income After Tax for the year stood at Rs. 108.69 Lakhs as against Rs. 60.25 Lakhs reported in the previous year.
b. Polywood Profiles Private Limited:
The Gross Revenue of the Company for financial year 2017-18 stood at Rs. 2349.53 Lakhs compared with Rs. 2060.99 Lakhs in Previous Year. Total Comprehensive Income After Tax for the year stood at Rs. 140.10 Lakhs as against Rs. 62.50 Lakhs reported in the previous year.
c. Dynasty Modular Furnitures Private Limited:
The Gross Revenue of the Company for financial year 2017-18 stood at Rs. 1681.88 Lakhs compared with Rs. 1595.42 Lakhs in previous year. Total Comprehensive Income After Tax for the year stood at Rs. 35.53 Lakhs as against Rs. 30.30 Lakhs reported in the previous year.
Pursuant to sub-section (3) of section 129 of the Act, the statement containing the salient feature of the financial statement of a companyâs subsidiary or subsidiaries is given as ANNEXURE âEâ.
13. Awards and Recognitions
During financial year 2017-18, your company has won following awards:
a. ET Business Leaders 2017 Award for Environment Protection and Conservation in July 2017.
b. The Best Gennext leader at Business Rankers award.
c. Order of Merit Award 2018 for Qualifying amongst the top 100 SMEâs by the Skoch Achievers Award Committee in March 2018.
14. Consolidated Accounts
The consolidated Financial Statements of the Company are prepared in accordance with the relevant Indian Accounting Standards issued by the Institute of Chartered Accountants of India and forms an integral part of this Report.
Pursuant to section 129(3) of the Companies Act, 2013read with Rule 5 of the Companies (Accounts) Rules, 2014 a statement containing salient features of the financial statements of subsidiaries is given in form AOC-1 and forms an integral part of this report.
15. Auditors
(a) Statutory Auditor
The Statutory Auditors of the Company M/s. Narendra Sharma & Co., Chartered Accountants, (Firm Registration Number: 004983C) have audited the Financial Statements of the Company. The Statutory Auditors of the Company were appointed at the 22nd Annual General Meeting (AGM) of the Company held on August 14, 2014 for a period of five years, subject to the ratification at every AGM held after 22nd AGM.
As per the provisions of Section 40 of the Companies (Amendment) Act, 2017 there is no requirement for ratification of appointment of statutory auditor at every AGM of the Company and therefore, it is not required to ratify the appointment every year.
The Auditorsâ Report does not contain any qualification. Notes to Accounts and Auditors remarks in their report are self-explanatory and do not call for any further comments.
(b) Secretarial Auditor
In terms of Section 204 of Companies Act, 2013 and rules made there under, the Company has appointed M/s M Sancheti & Associates, a firm of Company Secretaries in Practice (C.P. No. 8997) to undertake the Secretarial Audit of the Company. The Secretarial Audit Report submitted by them in the prescribed form MR-3 is enclosed as ANNEXURE âBâ and forms part of this report. No adverse comment has been made in the said report by the Practicing Company Secretary. The report is self-explanatory and do not call for any further comments.
(c) Cost Auditor
As per the requirement of the Central Government and pursuant to section 148 of the Companies Act, 2013, read with Companies (Cost Records and Audit) Rules, 2014 as amended from time to time, your company hereby confirms that the provisions of this section is not applicable, hence your company needs not required to appoint cost auditor for the financial year 2017-18.
16. Internal Audit and Controls
Your Company has appointed M/s R Rawat & Associates as its Internal Auditor. During the year, the Company continued to implement their suggestions and recommendations to improve the control environment. Their scope of work includes review of processes for safeguarding the assets of the Company, review of operational efficiency, effectiveness of systems and processes, and assessing the internal control strengths in all areas. Internal Auditors findings are discussed with the process owners and suitable corrective actions taken as per the directions of Audit Committee on an ongoing basis to improve efficiency in operations.
17. Vigil Mechanism/Whistle Blower Policy
In pursuant to the provisions of section 177(9) & (10) of the Companies Act, 2013, a Vigil Mechanism for directors and employees to report genuine concerns has been established. The Vigil Mechanism Policy has been uploaded on the website of the Company at www.polywood.org. The weblink for the same is http://polywood.org/pdfs/Dhabriya.pdf
18. Risk Management
In todayâs economic environment, Risk Management is a very important part of business. The main aim of risk management is to identify, monitor and take precautionary measures in respect of the events that may pose risks for the business. The risk management framework is reviewed periodically by the Board and the Audit Committee. Your Company has identified the following risks:
(a) Commodity Price Risk
Risk of price fluctuation on basic raw materials as well as finished goods used in the process of manufacturing. Your Company commands excellent business relationship with both suppliers and buyers. In case of major fluctuation either upwards or downwards, the matter will be mutually discussed and compensated both ways. Also by focusing on new value-added products helps in lowering the impact of price fluctuation in finished goods.
(b) Interest Rate Risk
Any increase in interest rate can affect the finance cost. Your Company Dependency on debt is minimum in view of different borrowings from banks / FIs at both fixed and floating rate of interest.
(c) Human Resource Risk
Your Companyâs ability to deliver value is dependent on its ability to attract, retain and nurture talent. Attrition and nonavailability of the required talent resource can affect the overall performance of the Company. By continuously benchmarking of the best HR practices across the industry and carrying out necessary improvements to attract and retain the best talent. By putting in place production incentives on time bound basis and evaluating the performance at each stage of work. Also, recruitment is across almost all states of India which helps to mitigate this risk and we do not anticipate any major issue for the coming years.
(d) Competition Risk
Your Company is always exposed to competition Risk particularly from Chinese products. The increase in competition can create pressure on margins, market share etc. However, by continuous efforts to enhance the brand image of the Company by focusing on R&D, quality, cost, timely delivery, best customer service and by introducing new product range commensurate with demands your Company plans to mitigate the risks so involved.
(e) Compliance Risk
Any default can attract penal provisions. Your Company regularly monitoring and review of changes in regulatory framework. However, by monitoring of compliance through legal compliance Management tools.
(f) Industrial Safety, Employee Health and Safety Risk
The Plastic industry is labor intensive and are exposed to accidents, health and injury risk due to machinery breakdown, etc. By development and implementation of critical safety standards across the various departments of the factory, establishing training need identification at each level of employee.
19. Extract of Annual Return
As required pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014, an extract of Annual Return in MGT 9 as a part of this Annual Report as ANNEXURE âAâ.
20. Material changes and commitments, if any, affecting the financial position of the company which have occurred between the end of the financial year of the company to which the financial statements relate and the date of the report
The Management does not perceive any material changes occurred subsequent to the close of the financial year as on March 31, 2018 before the date of report dated August 14, 2018 affecting financial position of the Company in any substantial manner.
21. Details of significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and companyâs operations in future
There are no significant and material orders passed by the Regulators/courts that would impact the going concern status of the Company and its future operations.
22. Acceptance of Deposits
The Company has not accepted deposit from the public falling within the ambit of Section 73 of the Companies Act, 2013 and The Companies (Acceptance of Deposits) Rules, 2014.
23. Particulars of loans, guarantees or investments
Details of Loan, Guarantees and investments covered under the provisions of section 186 of the Companies Act, 2013 are given in the notes to Financial Statements, wherever applicable.
24. Particulars of contracts or arrangements with related parties
All transactions entered with the Related Parties during the financial year were in the ordinary course of business and on armâs length basis and do not attract the provisions of section 188 of the Companies Act, 2013 and rules made there under. Thus, disclosure in form AOC- 2 in terms of section 134 of the Companies Act, 2013 is not required.
Related party transactions have been disclosed under the Note 43 of significant accounting policies and notes forming part of the financial statements in accordance with âInd ASâ. A statement in summary form of transactions with related parties in the ordinary course of business and on armâs length basis is periodically placed before the Audit committee for review and recommendation to the Board for their approval.
The policy on Related Party Transactions as approved by the Board of Directors has been uploaded on the website of the Company viz. www.polywood.org. None of the transactions with related parties were in conflict with the interest of the Company. All the transactions are in the normal course of business and have no potential conflict with the interest of the Company at large and are carried out on an armâs length basis or fair value.
25. Listing with Stock Exchanges
The Equity shares of the Company are listed on the Bombay Stock Exchange.
26. Corporate Governance
As per Regulation 34(3) read with schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a separate section on corporate governance practices followed by the Company, together with a certificate from the Companyâs Auditors confirming compliance and forms an integral part of this report.
27. Environment and Safety
The Company is conscious of the importance of environmentally clean and safe operations. The Company Policy requires conduct of operations in such a manner, so as to ensure of all concerned, compliances, environmental regulations and preservation of natural resources. In the last 26 years, âPolywoodâ has been an undeniable part of the âSave Treesâ campaign by bringing in the minds of people the use of PVC Profiles which, was only confined to European Countries earlier.
In order to prevent sexual harassment of women at work place a new act The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 has been notified on 9th December 2013. Under the said Act every company is required to set up an Internal Complaints Committee to look into complaints relating to sexual harassment at work place of any women employee.
The Company has been employing about 12 women employees in various cadres within the factory premises. Your Company has set up Internal Complaints Committee for implementation of said policy. Complaints received, if any are regularly monitored by women line supervisors who directly report to the Chairman & Managing Director. During the financial year 2017-18 your company has not received any complaint of harassment and hence no compliant is outstanding as on March 31, 2018 for redressal.
28. Corporate Social Responsibility (CSR)
The Company has a Corporate Social Responsibility (CSR) Policy in place and the same can be accessed at http://www.polywood.org/pdfs/Corporate-Social-Responsibility-Policy.pdf. The details about committee composition and terms of reference of committee are given in Corporate Governance Report and forms integral part of this report. A âCSR Reportâ on activities undertaken by the Company and amount spent on them is attached as ANNEXURE âFâ to this report. The justification for the shortfall amount spent on CSR activities has been provided in Annual Report on CSR.
29. Directorâs Responsibility Statement
The Directorsâ Responsibility Statement referred to in clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013, shall state thatâ
(i) that in the preparation of the annual accounts, the applicable Indian accounting standards had been followed along with proper explanation relating to material departures;
(ii) 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;
(iii) 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;
(iv) the annual accounts on a going concern basis; and
(v) that 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) that the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
30. Transfer of Amounts to Investor Education and Protection Fund
Your Company did not have any funds lying unpaid or unclaimed for a period of seven years. Therefore, there were no funds which were required to be transferred to Investor Education and Protection Fund (IEPF).
31. Management Discussion and Analysis Report
The Management Discussion and Analysis Report as required under regulation 34(3) read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is presented in the separate section forming part of this Annual Report.
32. Human Resources and Industrial Relations
The Company takes pride in the commitment, competence and dedication of its employees in all areas of the business. The Company has a structured induction process at all locations and management development programs to upgrade skills of managers. Objective appraisal systems based on key result areas (KRAs) are in place for senior management staff.
The Company is committed to nurturing, enhancing and retaining its top talent through superior learning and organizational development. This is a part of our Corporate HR function and is a critical pillar to support the organizationâs growth and its sustainability in the long run.
33. Statutory Information
As per section 134(3) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014, the information on conservation of energy, technology absorption and foreign exchange earnings and outgo is annexed in ANNEXURE âCâ an integral part of this report.
In terms of provisions of 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 none of the employees drawing remuneration in excess of the limits set out in the said rules are provided hereunder. Further, the 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 is annexed in ANNEXURE âDâ an integral part of this report.
The Business Responsibility Reporting as required under Regulation 34(2) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is not applicable to your company for the financial year 2017-18.
34. Cautionary Statement
Statement in this Managementâs Discussion and Analysis detailing the Companyâs objectives, projections, estimates, expectations or predictions are âforward-looking statementsâ within the meaning of applicable securities laws and regulations. Actual results could differ materially from those expressed or implied. Important factors that could make a difference to the Companyâs operations include global and Indian demand-supply conditions, finished goods prices, cyclical demand and pricing in the Companyâs principal markets, changes in Government regulations, tax regimes, economic developments in India and other factors such as litigation and labor negotiations.
35. Appreciation and Acknowledgments
Your Directors place on record their deep appreciation to employees at all levels for their hard work, dedication and commitment. The Board places on record its appreciation for the support and co-operation your company has been receiving from its Suppliers, Retailers, Dealers & Distributors and other associated with the Company. The Directors also take this opportunity to thank all Investors, Clients, Vendors, Banks, Government & Regulatory Authorities and Stock Exchange for their continued support.
For & on behalf of the Board
Sd/-
Digvijay Dhabriya
Chairman & Managing Director
DIN:00519946
Jaipur, August 14, 2018
Mar 31, 2016
DIRECTORS'' REPORT
Dear Members,
The Directors have pleasure in presenting their 24th Annual Report on the business and operation of the Company along with the audited financial statements, for the financial year ended March 31, 2016.
(Rs. In Lakhs)
Particulars |
Standalone |
Consolidated |
||
2015-16 |
2014-15 |
2015-16 |
2014-15 |
|
Gross Income |
6881.44 |
7264.83 |
7478.08 |
7756.16 |
EBIDTA |
1039.23 |
953.17 |
1099.24 |
1048.69 |
Finance Cost |
305.30 |
293.14 |
310.75 |
296.69 |
Depreciation |
236.14 |
229.84 |
238.26 |
232.51 |
Net Profit before Tax |
497.79 |
430.19 |
550.23 |
519.49 |
Provision for Tax |
172.34 |
151.69 |
188.69 |
179.15 |
Net Profit after Tax |
325.44 |
278.50 |
361.17 |
339.78 |
EPS (Rs.) |
3.18 |
3.08 |
3.52 |
3.75 |
The Company is engaged in the business of Manufacturing and Retailing of PVC & uPVC products. There has been no change in the business of the Company during the financial year ended March 31, 2016. Your Company recorded a satisfactory performance despite challenging second half of the year. Your Company reported a marginal decline of 5.28% over the previous year, due to sluggish market demand inspire of having good order book.
At standalone level, the gross revenue from operations stood at Rs. 6881.44 Lakhs compared with Rs. 7264.83 Lakhs in the Previous Year. The operating profit before tax stood at Rs. 497.79 Lakhs as against Rs. 430.19 in the Previous Year. The Net Profit for the year stood at Rs. 325.44 Lakhs compared to Rs. 278.50 Lakhs reported in the Previous Year registering a growth of 16.85% on standalone basis.
The Consolidated Gross Revenue from operations for financial year 2015-16 was at Rs. 7478.08 Lakhs as against Rs. 7756.16 Lakhs in the Previous Year, registering a slight decline of 3.59%. The Consolidated operating profit before tax stood at Rs. 550.23 Lakhs as against Rs. 519.49 in the Previous Year. The Net Profit after minority interest for the year stood at Rs. 361.17 Lakhs compared to Rs. 339.78 Lakhs reported in the Previous Year.
3. Dividend and Reserves
Your Company has earned adequate profit during the financial year 2015-16. The directors have decided to plough back the profit into the business, therefore no divided is recommend for the financial year ended March 31, 2016. The Board proposes to transfer balance of profit to the General Reserve.
4. Share Capital
The authorized and paid up share capital of the company as at March 31, 2016 stood at Rs. 1250 Lakhs and 1025 Lakhs respectively. During the year under review, your company has increased its authorized share capital from Rs. 1000 Lakhs to Rs. 1250 Lakhs.
Your Company has allotted 20,50,000 fully paid-up bonus equity shares of face value of Rs. 10/each in October, 2015 to the shareholders of the company in proportion of 1:4 and consequently the number of shares increased from 82,00,000 to 1,02,50,000.
During the year under review, the Company has not issued shares with differential voting rights nor has granted any stock options or sweat equity. As on March 31, 2016, none of the directors of the Company hold instruments convertible into Equity Shares of the Company
5. Board of Directors
In accordance with the provisions of section 149, 152 and other applicable provisions of the Companies Act, 2013, one third of the such of Directors as are liable to retire by rotation, shall retire every year and, if eligible, offer themselves for re-appointment at every AGM. Consequently, Mrs. Anita Dhabriya, Whole Time Director will retire by rotation at the ensuring Annual General Meeting and, being eligible, offer herself for re-appointment. The Board recommends their re-appointment for the consideration of Members of the Company at the ensuring Annual General Meeting. A brief resume of the Director proposed to be reappointed, is furnished in the notice of the AGM.
During the year under review, there is no change in the Board of Directors of the Company.
6. Number of Meetings of the Board
The details of the number of Meetings of the Board held during the financial year 2015-16 forms part of the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.
7. Key Managerial Personnel
The following are the Key Managerial Personnel of the Company:
Sl. No. |
Name of Person |
Designation |
1. |
Mr. Digvijay Dhabriya |
Chairman & Managing Director |
2. |
Mrs. Anita Dhabriya |
Whole Time Director |
3. |
Mr. Mahendra Karnawat |
Whole Time Director |
4. |
Mr. Shreyansh Dhabriya |
Whole Time Director |
5. |
Mr. Hitesh Agrawal |
Chief Financial Officer |
6. |
Mr. Sparsh Jain |
Company Secretary |
During the year under review, there is no change in the KMP''s of the Company.
8. Committees of the Board
The Board of Directors have the following committees:
1. Audit Committee
2. Nomination and Remuneration/ Compensation Committee
3. Stakeholder''s/ Investors Grievance Committee
The details of the Committees along with their composition, number of meetings and attendance at the meetings are provided in the Corporate Governance Report.
9. Board Evaluation
Pursuant to the provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has carried out an annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit, Nomination & Remuneration Compensation and Shareholder''s/Investor''s Grievance Committees. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report.
10. Declaration by an Independent Director(s) and re- appointment, if any
All Independent Directors have given declarations that they meet the criteria of independence as provided in sub-section (6) of Section 149 of the Companies Act, 2013 and Regulation 16(b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
11. Finance & Accounts
Your Company prepares its Financial Statements in compliance with the requirements of the Companies Act, 2013 and the Generally Accepted Accounting Principles (GAAP) in India. The Financial Statements have been prepared on historical cost basis. The estimates and judgments relating to the Financial Statements are made on a prudent basis, so as to reflect in a true and fair manner. The form and substance of transactions are reasonably present the Company''s state of affairs, profits and cash flows for the year ended March 31, 2016.
12. Performance of Subsidiary Company
Your Company is having one subsidiary namely Polywood Green Building Systems Private Limited. The Gross Revenue of the Company for financial year 2015-16 stood at Rs. 1532.12 Lakhs compared with Rs. 1925.94 Lakhs in Previous Year. The Profit After Tax for the year stood at
Rs. 36.09 Lakhs as against Rs. 61.84 Lakhs reported in the previous year.
Pursuant to sub-section (3) of section 129 of the Act, the statement containing the salient feature of the financial statement of a company''s subsidiary or subsidiaries is given as ANNEXURE ''E''.
13. Awards and Recognitions
Your Company has received Order of Merit Award 2016 for Saving of Trees by the Skoch Achievers Award Committee in March 2016.
14. Consolidated Accounts
The consolidated Financial Statements of the Company are prepared in accordance with relevant Accounting Standards viz. AS-21, AS-23 and AS- 27 issued by the Institute of Chartered Accountants of India. The Audited Consolidated Financial Statements together with Auditors'' Report thereon forms part of the Annual Report.
The consolidated turnover decreased by 3.59% to Rs. 7478.08 Lakhs as compared to Rs. 7756.16 Lakhs in the previous year. However, net profit after tax and after minority interest has grown by 6.30% to Rs. 361.17 Lakhs as compared to Rs. 339.78 Lakhs in the previous year.
15. Auditors
(a) Statutory Auditor
The Statutory Auditors of the Company M/s. Narendra Sharma & Co., Chartered Accountants, (Firm Registration Number: 004983C) have audited the Financial Statements of the Company. The Statutory Auditors who were appointed by the members of the Company at the 22ndAnnual General Meeting of the Company held on August 14, 2014 needs ratification by the members of the Company for the financial year 2016-17.
The Company has received consent letter from M/s Narendra Sharma & Co., Chartered Accountants, to the effect that their ratification of appointment, if made, would be within the prescribed limits under Section 139 of the Companies Act, 2013 and that they are not disqualified for such appointment within the meaning of Section 141 of the Companies Act 2013.
The Auditors'' Report does not contain any qualification. Notes to Accounts and Auditors remarks in their report are self-explanatory and do not call for any further comments.
(b) Secretarial Auditor
In terms of Section 204 of Companies Act,
2013 and rules made there under, the Company has appointed M/s M Sancheti & Associates, a firm of Company Secretaries in Practice (C.P. No. 8997) to undertake the Secretarial Audit of the Company. The Secretarial Audit Report submitted by them in the prescribed form MR-3 is enclosed as ANNEXURE ''B'' and forms part of this report. No adverse comment has been made in the said report by the Practicing Company Secretary. The report is self-explanatory and do not call for any further comments.
(c) Cost Auditor
As per the requirement of the Central Government and pursuant to section 148 of the Companies Act, 2013, read with Companies (Cost Records and Audit) Rules, 2014 as amended from time to time, your company hereby confirms that the provisions of this section is not applicable, hence your company needs not required to appoint cost auditor for the financial year 2015-16.
16. Internal Audit and Controls
Your Company has appointed M/s R Rawat & Associates as its Internal Auditor. During the year, the Company continued to implement their suggestions and recommendations to improve the control environment. Their scope of work includes review of processes for safeguarding the assets of the Company, review of operational efficiency, effectiveness of systems and processes, and assessing the internal control strengths in all areas. Internal Auditors findings are discussed with the process owners and suitable corrective actions taken as per the directions of Audit Committee on an ongoing basis to improve efficiency in operations.
17. Vigil Mechanism/Whistle Blower Policy
In pursuant to the provisions of section 177(9) &
(10) of the Companies Act, 2013, a Vigil
Mechanism for directors and employees to report genuine concerns has been established. The Vigil Mechanism Policy has been uploaded on the website of the Company at http://www.polywood.org/Dhabriya.pdf
18. Risk Management
In today''s economic environment, Risk Management is a very important part of business. The main aim of risk management is to identify, monitor and take precautionary measures in respect of the events that may pose risks for the business. The risk management framework is reviewed periodically by the Board and the Audit Committee. Your Company has identified the following risks:
(a) Commodity Price Risk
Risk of price fluctuation on basic raw materials as well as finished goods used in the process of manufacturing. Your Company commands excellent business relationship with both suppliers and buyers. In case of major fluctuation either upwards or downwards, the matter will be mutually discussed and compensated both ways. Also by focusing on new value added products helps in lowering the impact of price fluctuation in finished goods.
(b) Interest Rate Risk
Any increase in interest rate can affect the finance cost. Your Company''s dependency on interest bearing debt is reasonably low therefore risk on account of any unforeseen hike in interest rate is very nominal.
(c) Human Resource Risk
Your Company''s ability to deliver value is dependent on its ability to attract, retain and nurture talent. Attrition and nonavailability of the required talent resource can affect the overall performance of the Company. By continuously benchmarking of the best HR practices across the industry and carrying out necessary improvements to attract and retain the best talent. By putting in place production incentives on time bound basis and evaluating the performance at each stage of work. Also recruitment is across almost all states of India which helps to mitigate this risk and we do not anticipate any major issue for the coming years.
(d) Competition Risk
Your Company is exposed to competition risk particularly from China. The increase in competition can create pressure on margins, market share etc. However, by continuous efforts to enhance the brand image of the Company by focusing on R&D, quality, cost, timely delivery, best customer service and by introducing new product range commensurate with demands, your Company plans to mitigate the risks so involved.
(e) Compliance Risk
Any default can attract penal provisions. Your Company regularly monitors and reviews the changes in regulatory framework through various legal compliance management tools to avoid any such compliance related risk.
(f) Industrial Safety, Employee Health and Safety Risk
The Plastic industry is labor intensive and are exposed to accidents, health and injury risk due to machinery breakdown, etc. By development and implementation of critical safety standards across the various departments of the factory, establishing training need identification at each level of employee.
19. Extract of Annual Return
As required pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014, an extract of Annual Return in MGT 9 as a part of this Annual Report as ANNEXURE ''A''.
20. Material changes and commitments, if any, affecting the financial position of the company which have occurred between the end of the financial year of the company to which the financial statements relate and the date of the report
Management does not perceive any material changes occurred subsequent to the close of the financial year as on March 31, 2016 before the date of report dated September 16, 2016 affecting financial position of the Company in any substantial manner.
21. Details of significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and company''s operations in future
There are no significant and material orders passed by the Regulators/courts that would impact the going concern status of the Company and its future operations.
22. Acceptance of Deposits
The Company has not accepted deposit from the public falling within the ambit of Section 73 of the Companies Act, 2013 and The Companies (Acceptance of Deposits) Rules, 2014.
23. Particulars of loans, guarantees or investments
Details of Loan, Guarantees and investments covered under the provisions of section 186 of the Companies Act, 2013 are given in the notes to Financial Statements.
24. Particulars of contracts or arrangements with related parties
All transactions entered with the Related Parties during the financial year were in the ordinary course of business and on arm''s length basis and do not attract the provisions of section 188 of the Companies Act, 2013 and rules made there under. Thus disclosure in form AOC- 2 in terms of section 134 of the Companies Act, 2013 is not required.
Related party transactions have been disclosed under the Note no. 35 of significant accounting policies and notes forming part of the financial statements in accordance with "Accounting Standard 18". A statement in summary form of transactions with related parties in the ordinary course of business and on arm''s length basis is periodically placed before the Audit committee for review and recommendation to the Board for their approval.
None of the transactions with related parties were in conflict with the interest of the Company. All the transactions are in the normal course of business and have no potential conflict with the interest of the Company at large and are carried out on an arm''s length basis or fair value.
25. Listing with Stock Exchanges
Your Company''s shares are listed on the Bombay Stock Exchange - SME Platform (BSE). The Securities and Exchange Board of India (SEBI), on September 2, 2015 issued SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The said regulations were effective on December 01, 2015. Accordingly, all listed entities were required to enter into the listing agreement within six months from the effective date. Your Company entered into Listing Agreement with BSE Limited within the stipulated time period given.
26. Corporate Governance
As per Regulation 34(3) read with schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a separate section on corporate governance practices followed by the Company, together with a certificate from the Company''s Auditors confirming compliance forms an integral part of this report.
(The Members hereby noted that according to the SEBI (LODR) Regulations, 2015 the company, being a SME Listed Company of BSE Ltd, is exempted from the compliance of corporate governance requirements as provided under regulations 17 to 27 and clauses (b) to (i) of sub-regulation (2) of regulation 46 and para C, D and E of Schedule V.)
27. Environment and Safety
The Company is conscious of the importance of environmentally clean and safe operations. The Company Policy requires conduct of operations in such a manner, so as to ensure of all concerned, compliances, environmental regulations and preservation of natural resources. In the last 23 years, "Polywood" has been an undeniable part of the "Save Trees" campaign by bringing in the minds of people the use of PVC Profiles which, was only confined to European Countries earlier.
In order to prevent sexual harassment of women at work place a new act The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 has been notified on 9th December, 2013. Under the said Act every company is required to set up an Internal Complaints Committee to look into complaints relating to sexual harassment at work place of any women employee.
The Company has been employing about seven women employees in various cadres within the factory premises. Your Company has set up Internal Complaints Committee for implementation of said policy. Complaints received, if any are regularly monitored by women line supervisors who directly report to the Chairman & Managing Director. During the financial year 2015-16 your company has not received any complaint of harassment and hence no compliant is outstanding as on March 31, 2016 for redressal.
28. Corporate Social Responsibility
The Board of Directors of your company hereby confirms that the provisions of section 135(1) of the Companies Act, 2013 and Rule 9 of the Companies (Corporate Social Responsibility Policy) Rules, 2014 is not applicable to our company for the financial year 2015-16.
29. Director''s Responsibility Statement
The Directors'' Responsibility Statement referred to in clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013, shall state that â
(i) that in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;
(ii) 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;
(iii) 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;
(iv) the directors had prepared the annual accounts on a going concern basis; and
(v) that 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) that the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
30. Transfer of Amounts to Investor Education and Protection Fund
Your Company did not have any funds lying unpaid or unclaimed for a period of seven years. Therefore, there were no funds which were required to be transferred to Investor Education and Protection Fund (IEPF).
31. Management Discussion and Analysis Report
The Management Discussion and Analysis Report as required under regulation 34(3) read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015 is presented in the separate section forming part of this Annual Report.
32. Statutory Information
As per section 134(3) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014, the information on conservation of energy, technology absorption and foreign exchange earnings and outgo is annexed in ANNEXURE ''C'' an integral part of this report.
In terms of provisions of 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 a statement showing the names and other particulars of the employees drawing remuneration in excess of the limits set out in the said rules are provided hereunder. Further, the 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 is annexed in ANNEXURE ''D'' an integral part of this report.
The Business Responsibility Reporting as required under Regulation 34(2) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is not applicable to your company for the financial year 2015-16.
Name |
Mr. Digvijay Dhabriya |
Age |
51 Years |
Designation |
Chairman & Managing Director |
Remuneration |
Rs. 5,40,000/- Per Month |
Nature of Employment |
Regular Employment |
Qualification |
B.E. (Mechanical) |
Experience |
27 Years |
Date of commencement of employment |
October 20, 1992 |
Particulars of Previous employment |
Started career with Polywood |
% of Equity Shares held |
66.35% |
Relation with Director |
Mrs. Anita Dhabriya (WTD) is wife & Mr. Shreyansh Dhabriya (WTD) is son of Mr. Digvijay Dhabriya |
33. Cautionary Statement
Statement in this Management''s Discussion and Analysis detailing the Company''s objectives, projections, estimates, expectations or predictions are "forward-looking statements" within the meaning of applicable securities laws and regulations. Actual results could differ materially from those expressed or implied. Important factors that could make a difference to the Company''s operations include global and Indian demand-supply conditions, finished goods prices, cyclical demand and pricing in the Company''s principal markets, changes in Government regulations, tax regimes, economic developments in India and other factors such as litigation and labor negotiations.
34. Appreciation and Acknowledgments
Your Directors place on record their deep appreciation to employees at all levels for their hard work, dedication and commitment. The Board places on record its appreciation for the support and co-operation your company has been receiving from its Suppliers, Retailers, Dealers & Distributors and other associated with the Company. The Directors also take this opportunity to thank all Investors, Clients, Vendors, Banks, Government & Regulatory Authorities and Stock Exchange for their continued support.
For & on behalf of the Board
Digvijay Dhabriya
Chairman & Managing Director
Jaipur,
September 16, 2016 DIN: 00519946
Mar 31, 2015
To the Members of
DHABRIYA POLYWOOD LIMITED
The Directors have pleasure to present their 23rd Annual Report
together with the Audited Financial Statements for the year ended 31st
March 2015. The Management Discussion and Analysis is also included in
this Report.
CORPORATE OVERVIEW
Late Prof S.S. Dhabriya who was an environmentalist and a remote
sensing expert had contributed a lot towards saving nature. His motto
of life was to save trees. He has been the inspiration for all of us to
work towards the betterment of the human race by saving natural
resources. His values have been the motto of our lives and we have
reached so far following his foot prints. Dhabriya Polywood Limited
(formerly known as Dhabriya Agglomerates Limited) was incorporated
under the erstwhile Companies Act, 1956 in the year 1992.
The Company started commercial production of polymer based wood
substitute products i.e. Rigid PVC Profiles, with the brand name
"Polywood" which are used for fabrication of Doors, Windows,
Partitions, False Ceiling, Wall Paneling and many more furnishing &
interior applications. In the last 22 years, "Polywood" has been an
undeniable part of the "Save Trees" campaign by bringing in the minds
of people the use of PVC Profiles which, was only confined to European
Countries earlier. The Company has also taken the credit of launching
for the first time in India some exquisite products like PVC Folding
Doors, PVC Designer Doors, PVC Fencing, Wood Plastic Composite Panels.
1. FINANCIAL PERFORMANCE (In Lakhs)
Consolidated
Particulars 2014-15 2013-14
Gross Income 7756.16 7316.55
EBIDTA 1048.69 800.50
Finance Cost 296.69 250.48
Depreciation 232.51 117.77
Net Profit Before Tax 519.49 432.25
Provision for Tax 179.14 147.13
Net Profit After Tax 339.7 284.74
Paticular Standalone
2014-15 2013-14
Gross Income 7264.83 7012.51
EBIDTA 953.17 737.10
Finance Cost 293.14 243.35
Depreciation 229.84 116.97
Net Profit Before Tax 430.19 376.78
Provision for Tax 151.69 129.92
Net Profit After Tax 278.50 246.86
2. DIVIDEND AND RESERVES
During the Year Company has earned profit and your directors have
decided to plough back the profit into the business therefore no
dividend is recommend for the financial year ended 31st March, 2015.
During the year under review balance of profits after tax was
transferred to General Reserve.
3. SHARE CAPITAL
The authorize and paid up Equity Share Capital as on March 31, 2015
stood at Rs. 1000.00 Lakhs and 820.00 Lakhs. During the year Company
increased its authorize Share Capital from 300.00 Lakhs to 1000.00
Lakhs.
Your Company increased its paid up Share Capital from Rs. 300.00 Lakhs
to Rs. 820.00Lakhsby way of 30 Lakh Bonus Share amounting of Rs. 300.00
Lakhs and 22 Lakh Equity Shares through Initial Public Offer (IPO)
amounting of Rs. 330.00Lakhs at a face value of Rs. 10/- each and a
premium of Rs. 5/- each. The aforesaid Equity Shares is listed on
BSE-SME Platform.
During the year under review, the Company has not issued shares with
differential voting rights nor has granted any stock options or sweat
equity. As on March 31, 2015, none of the directors of the Company hold
instruments convertible into Equity Shares of the Company.
11. FINANCE & ACCOUNTS
Your Company prepares its Financial Statements in compliance with the
requirements of the Companies Act, 2013 and the Generally Accepted
Accounting Principles (GAAP) in India. The Financial Statements have
been prepared on historical cost basis. The estimates and judgments
relating to the Financial Statements are made on a prudent basis, so as
to reflect in a true and fair manner. The form and substance of
transactions and reasonably present the Company's state of affairs,
profits and cash flows for the year ended March 31, 2015.
There is the no audit qualification in the standalone or in the
consolidated financial statements by the statutory auditors for the
year under review.
12. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS
Details of Loan, Guarantees and investments covered under the
provisions of section 186 of the Companies Act, 2013 are given in the
notes to Financial Statements.
13. ACCEPTENCE OF DEPOSIT
The Company has not accepted deposit from the public falling within the
ambit of Section 73 of the Companies Act, 2013 and The Companies
(Acceptance of Deposits) Rules, 2014.
14. PERFORMANCE OF SUBSIDIARY COMPANIES
Company is having only one Subsidiary Company namely Polywood Green
Building Systems Private Limited. The Gross Revenue of the Subsidiary
Company stood at Rs.1926.05 Lakhs compared with Rs. 971.27 Lakhs in the
Previous Year. The Net Profit after tax for the Year stood at Rs. 61.84
Lakhs against Rs. 38.26 Lakhs reported in the Previous Year.
15. AWARDS AND RECOGNITIONS
During the year your Company has received Udyamita Gaurav Samman for
Extra Ordinary Contribution for Productivity and Employment Generation
by Laghu Udyog Bharti in September 2014 and Order of Merit Award 2015
for Saving of Trees by the Skoch Achievers Award Committee in March,
2015
16. CONSOLIDATED ACCOUNTS
The consolidated Financial Statements of the Company are prepared in
accordance with relevant Accounting Standards viz. AS-21 and AS-23
issued by the Institute of Chartered Accountants of India. The Audited
Consolidated Financial Statements together with Auditors' Report
thereon forms part of the Annual Report.
17. CORPORATE GOVERNANCE
As required by Clause 52 of the SME Listing Agreement with the Stock
Exchanges a separate section on Corporate Governance practices followed
by the Company, together with a certificate from the Company's Auditors
confirming compliance forms an integral part of this Report.
18. EXTRACTS OF ANNUAL RETURN
As required pursuant to section 92(3) of the Companies Act, 2013 and
rule 12(1) of the Companies (Management and Administration) Rules,
2014, an extract of Annual Return in MGT 9 as a part of this Annual
Report as ANNEXURE 'C'.
19. DIRECTORS
The Board of Directors had on the recommendation of Remuneration &
Nomination Committee Appointed Mr. Digvijay Dhabriya as Chairman and
Managing Director of the Company for a period of five years effective
from 01.09.2014 to 31.08.2019.
The Board of Directors had on the recommendation of Remuneration &
Nomination Committee Appointed Mr. Mahendra Karnawat, Mr. Shreyansh
Dhabriya and Mrs. Anita Dhabriya as whole time Director of the Company
for a period of five years effective from 01.09.2014 to 31.08.2019.Mrs.
Ratan Devi Dhabriya has resigned from the directorship of the Company
w.e.f July 12, 2014.
Also Mr. Hitesh Agrawal and Mr. Sparsh Jain have been appointed as
Chief Financial Officer and Company Secretary with effect from
21.08.2014 and 01.09.2014 respectively.
In accordance with the Companies Act, 2013, Mr. Mahendra Karnawat and
Mr. Shreyansh Dhabriya retire by rotation and being eligible offers
himself for reappointment. During the year under review Mr. Sharad
Kankaria, Mr. Padam Kumar Jain, Mr. Anil Upadhyay and Mr. Shiv Shanker
were appointed as Independent Directors of the Company with effect
from01.09.2014 for a period of five consecutive years. All Independent
Directors have given declarations that they meet the criteria of
independence as laid down under section 149(6) of Companies Act, 2013
and Clause 52 of the SME Listing Agreement.
20. DECLARATION ON INDEPENDENT DIRECTORS
The Board of Directors declares that the Independent Directors Mr.
Sharad Kankaria,
Mr. Padam Kumar Jain, Mr. Anil Upadhyay and Mr. Shiv Shanker are:
(a) in the opinion of the Board, are persons of integrity and possesses
relevant expertise and experience;
(b) (i) who were or were not a promoter of the Company or its holding,
subsidiary or associate Company
(ii) who are not related to promoters or directors in the Company, its
holding, subsidiary or associate Company;
(c) Who have or had no pecuniary relationship with the Company, its
holding, subsidiary or associate Company or their promoters or
directors, during the two immediately preceding financial years or
during the current financial year;
(d) None of whose relatives has or had pecuniary relationship or
transaction with the Company, its holding, subsidiary or associate
Company or their promoters, or directors, amounting to two percent or
more of its gross turnover of total income or fifty lakh rupees or such
higher amount as may be prescribed, whichever is lower, during the two
immediately preceding financial years or during the current financial
year;
(e) Who, either himself nor any of his relatives -
i) holds or has held the position of a key managerial personnel or is
or has been employee of the Company or its holding, subsidiary or
associate Company in any of the three financial year immediately
preceding the financial year in which he is proposed to be appointed;
ii) is or has been an employee or propriety or a partner, in any of the
three financial years immediately preceding the financial year in which
he is proposed to be appointed, of- - a firm of auditors or Company
secretaries in practice or cost auditors or the Company or its holding, subsidiary or associate Company; or - any legal or a consulting firm
that has or had any transaction with the Company, its holding, subsidiary
or associate Company amounting to ten percent or more of the gross
turnover of such firm;
iii) holds together with his relative two per cent, or more of the
total voting power of the Company; or
iv) is a Chief Executive or director, by whatever name called, of any
nonprofit organization that receives twenty-five percent or more of its
receipts from the Company, any of its promoters, directors or its
holding, subsidiary or associate Company or that holds two per cent or
more of the total voting power of the Company; or
v) Who possesses such other qualification as may be prescribed.
21. KEY MANAGERIAL PERSONNEL
During the year under review, the Company has appointed following
persons as Key Managerial Personnel:
Name of the Person Designation
1. Mr. Digvijay Chairman &
Dhabriya Managing Director
2. Mr. Mahendra Whole Time
Karnawat Director
3. Mrs. Anita Whole Time
Dhabriya Director
4. Mr. Shreyansh Whole Time
Dhabriya Director
5. Mr. Hitesh Chief Financial
Agrawal Officer
6. Mr. Sparsh Jain Company Secretary
22. BOARD EVALUATION
Pursuant to the provisions of Companies Act, 2013 and Clause 52 of the
SME Listing Agreement, a structured questionnaire was prepared after
taking into consideration of the various aspects of the Board's
functioning, composition of the Board and its Committees, culture,
execution and performance of specific duties, obligations and
governance.
The Performance evaluation of the Independent Directors was completed.
The performance evaluation of the Chairman and the Non- Independent
Directors was carried out by the Independent Directors. The Board of
Directors expressed their satisfaction with the evaluation process.
23. NUMBER OF MEETINGS OF THE BOARD
The details of the number of meetings of the Board held during the
Financial Year 2014-15 forms part of the Corporate Governance Report.
24. LISTING ON STOCK EXCHANGES
Your Company's shares got listed on the Bombay Stock Exchange-SME
Platform on 17th October 2014. During the year under review, your
Company's share price had touched Rs. 42.90 per equity share which
clearly show that the markets have recognized its performance. The
Share price quoted at BSE-SME at the closing on 31.03.2015 which
was Rs. 29. The strength of shareholders has also considerably
increased. The Share price quoted at BSE-SME at its listing on
17.10.2014was Rs.16.75 which clearly shows that the investors have
built a greater confidence in the Company and its performance.
25. VIGIL MECHANISM/WHISTLE BLOWER POLICY
The Company has put in place a mechanism of reporting illegal or
unethical behavior. Employees are free to report violations of laws,
rules, regulations or unethical conduct to their immediate
supervisor/notified persons. The reports received from any employee
will be reviewed by the audit committee. It is affirmed that no person
has been denied access to the audit committee in this respect. The
Directors and senior management are to maintain confidentiality of such
reporting and ensure that the whistle blowers are not subjected to any
discriminatory practice. The Vigil Mechanism/Whistle blower policy has
been posted on the website of the Company (www.polywood.org).
26. RELATED PARTY TRANSACTIONS
All transactions entered with the Related Parties as defined under the
Companies Act, 2013 and clause 52 of the SME listing agreement during
the financial year were in the ordinary course of business and on arm's
length basis and do not attract the provisions of section 188 of the
Companies Act, 2013. Thus disclosure in form AOC- 2 is not required.
Related party transactions have been disclosed under the Note 35 of
significant accounting policies and notes forming part of the financial
statements in accordance with "Accounting Standard 18". A statement in
summary form of transactions with related parties in the ordinary
course of business and arm's length basis is periodically placed before
the Audit committee for review and recommendation to the Board for
their approval.
None of the transactions with related parties were in conflict with the
interest of the Company. All the transactions are in the normal course
of business and have no potential conflict with the interest of the
Company at large and are carried out on an arm's length basis or fair
value.
27. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL
POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE
FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE
AND THE DATE OF THE REPORT
Management does not perceive any material changes occurred subsequent
to the close of the financial year as on 31.03.2015 before the date of
report dated 01st September, 2015 affecting financial position of the
Company in any substantial manner.
28. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS
There are no significant and material orders passed by the
Regulators/courts that would impact the going concern status of the
Company and its future operations.
29. DIRECTORS' RESPONSIBILITY STATEMENT
The directors report that:-
i. That in the preparation of the Annual Accounts for the year ended
March 31, 2015; the applicable accounting standards have been followed
along with proper explanation relating to material departures, if any;
ii. 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 as at March 31, 2015 and of the profit
of the Company for the year ended on that date;
iii. 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 and loss account of the Company for that period;
iv. The annual accounts have been prepared on a going concern basis;
v. That 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; and
vi. That the directors had devised proper systems to ensure compliance
with the provisions of all applicable laws and that such systems were
adequate and operating effectively.
30. AUDITORS
The Statutory Auditors of the Company M/s. Narendra Sharma & Co.,
Chartered Accountants, have audited the Financial Statements of the
Company. The Statutory Auditors who were appointed by the members of
the Company at the 22ndAnnual General Meeting of the Company held on
August 14, 2014 needs ratification by the members of the Company for
the financial year 2015-16.
The Company has received consent letter from M/s Narendra Sharma & Co.,
Chartered Accountants, to the effect that their ratification of
appointment, if made, would be within the prescribed limits under
Section 139 of the Companies Act, 2013 and that they are not
disqualified for such appointment within the meaning of Section 141 of
the Companies Act 2013.
31. SECRETARIAL AUDIT
Pursuant to the provisions of Section 204 of Companies Act, 2013 and
rules made there under, the Company has appointed M/s M Sancheti &
Associates, a firm of Company Secretaries in Practice to undertake the
Secretarial Audit of the Company. The report of the Secretarial Audit
is enclosed as ANNEXURE 'D' to this report. No adverse comment have
been made in the said report by the Practicing Company Secretary.
32. RISK MANAGEMENT
In today's economic environment, Risk Management is a very important
part of business. The main aim of risk management is to identify,
monitor and take precautionary measures in respect of the events that
may pose risks for the business. Your Company's risk management is
embedded in the business processes. Your Company has identified the
following risks:
Key Risk Impact to Dhabriya Polywood
Limited (formerly known as
Dhabriya Agglomerates Limited)
Commodity Price Risk of price fluctuation on basic
Risk raw materials like PVC & uPVC as
well as finished goods used in the process
of manufacturing.
Interest Rate Any increase in interest rate can
Risk affect the finance cost.
Human Resources Your Company's ability to deliver
Risk value is dependent on its ability to
attract, retain and nurture talent.
Attrition and non-availability of
the required talent resource can affect
the overall performance of the Company.
Competition Your Company is always exposed
Risk to competition Risk from Asian
Countries like China and other African
Countries. The increase in
competition can create pressure on
margins, market share etc.
Compliance Any default can attract penal
Risk - provisions
Increasing regulatory
requirements
Industrial Safety, The Plastic industry is labor
Employee Health and intensive and are exposed to
Safety Risk accidents, health and injury risk due
to machinery breakdown, etc.
Mitigation Plans
The Company commands excellent business relationship with the buyers.
In case of major fluctuation either upwards or downwards, the matter
will be mutually discussed and compensated both ways. Also by focusing
on new value added products helps in lowering the impact of price
fluctuation in finished goods.
Dependence on debt is very minimum and we have surplus funds with Banks
to settle the entire debt in case the need arises.
By continuously benchmarking of the best HR practices across the
industry and carrying out necessary improvements to attract and retain
the best talent.
By putting in place production incentives on time bound basis and
evaluating the performance at each stage of work. Also recruitment is
across almost all states of India which helps to mitigate this risk and
we do not anticipate any major issue for the coming years.
By continuous efforts to enhance the brand image of the Company by
focusing on R&D, quality, Cost, timely delivery and customer service.
By introducing new product range commensurate with demands your Company
plans to mitigate the risks so involved.
By regularly monitoring and review of changes in regulatory framework.
By monitoring of compliance through legal compliance Management tools.
By development and implementation of critical safety standards across
the various departments of the factory, establishing training need
identification at each level of employee.
33. ENVIRONMENT AND SAFETY
The Company is conscious of the importance of environmentally clean and
safe operations. The Company Policy requires conduct of operations in
such a manner, so as to ensure of all concerned, compliances,
environmental regulations and preservation of natural resources. In the
last 22 years, "Polywood" has been an undeniable part of the "Save
Trees" campaign by bringing in the minds of people the use of PVC
Profiles which, was only confined to European Countries earlier.
As required by the Sexual Harassment of women at workplace (Prevention,
Prohibition & Redressal) Act, 2013 The Company has formulated and
implemented an Anti-harassment policy in line with the requirements of
the Sexual Harassment of Women at Workplace (Prevention, Prohibition
and Redressal) Act, 2013.
The Company has been employing about ten women employees in various
cadres within the factory premises. Internal Complaint Committee are
set up at shop floor level to redress complaints received regularly and
are monitored by women line supervisors who directly report to the
Chairman & Managing Director. All employees (permanent, contractual,
temporary, trainees) are covered under the policy. There was no
compliant received from any employee during the financial year 2014-15
and hence no complaint is outstanding as on 31.03.2015 for redressel.
34. CORPORATE SOCIAL RESPONSIBILITY
The Board of Directors of the Company hereby confirms that the
provisions of Section 135(1) of the Companies Act, 2013 and Rule 9 of
Companies (Corporate Social Responsibility Policy) Rules, 2014 is not
applicable to our Company for the financial year 2014-15.
35. STATUTORY INFORMATION
Information as per Companies (Disclosure of particulars in the Report
of Board of Directors) Rules, 1988 relating to conservation of energy,
technology absorption, foreign exchange earnings and outgo are given in
ANNEXURE 'A' forming part of this report.
In Terms of provisions of Section 197(12) of the Act read with Rules
5(2) and 5(3) of Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014, the Company is not having any employee drawing
remuneration in excess of the limits set out in the said rules.
Disclosure pertaining to remuneration and other details as required
under section 197(12) of the Companies Act, 2013 read with rule 5(1) of
Companies (Appointment and Remuneration of Managerial Personnel) Rules,
2014 are provided ANNEXURE 'B'.
36. CAUTIONARY STATEMENT
Statements made herein describing the Company's expectations or
predictions are "forward-looking statements". The actual results may
differ from those expected or predicted. Prime factors that may make a
difference to the Company's performance include market conditions,
input costs, govt. regulations, economic development within/outside
country etc.
37. APPRECIATION
Your Directors wish to place on record their appreciation for the whole
hearted and sincere co- operation the Company has received from its
Bankers and various Government agencies. Your Directors also wish to
thank all the employees, customers, dealers, agents, suppliers,
investors for their continued support and faith reposed in the Company.
For and on behalf of the Board
Sd/-
DIGVIJAY DHABRIYA
Chairman & Managing Director
Date: 01st September, 2015 DIN: 00519946
Place: Jaipur