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Directors Report of Stylam Industries Ltd.

Mar 31, 2023

Directors’ Report

Your Directors are pleased to share the Business Performance for the Audited Financial Statements for the year ended March 31, 2023.

FINANCIAL PERFORMANCE SUMMARY

Particulars

Consolidated

Standalone

2022-23

2021-22

2022-23

2021-22

Revenue from Operations

952.13

659.35

952.13

659.35

Earnings before Interest, Taxes & Depreciation

154.81

103.65

154.81

103.59

Less: a) Finance Cost

8.18

7.83

8.18

7.83

b) Depreciation

19.99

23.26

19.99

23.26

Add: Other Income

1.44

8.06

1.39

7.97

Profit before exceptional items and tax

128.07

80.57

128.02

80.48

Less: Exceptional Items*

-

-

-

-

Profit before tax

128.07

80.57

128.02

80.48

Less: Tax Expense

32.09

19.47

32.07

19.46

Profit for the Period

95.98

61.11

95.94

61.02

Share of Profit/(Loss) of associate company

-

(22.10)

-

Add: Other Comprehensive Income/(Expense) (Net of Taxes)

(0.0027)

( 0.0090)

(0.0027)

(.0090)

Total Comprehensive Income

95.97

60.88

95.94

61.01

Opening balance in Retained Earnings

307.62

250.97

307.97

251.20

Closing balance in Retained Earnings

403.59

307.62

403.92

307.98

Economic Environment

Global Economic Overview

The global outlook remained uncertain with the financial sector
under stress, stubborn inflation, and the continuation of the
Ukraine war, apart from the residual effects of three years of
COVID. According to the IMF, “The baseline forecast is for growth
to fall from 3.4 percent in 2022 to 2.8 percent in 2023, before
settling at 3.0 percent in 2024." In 2022, the rapid spread of
COVID-19 in China, and Europe''s food and energy crises, further
exacted a heavy toll on world economic activity. The negativity
affected consumer and investor confidence, which further
pressured the global economy''s near-term growth prospects.

The slowdown is particularly noticeable in the advanced
economies which contribute majorly to global demand. Growth
is expected to plummet from 2.7 percent in 2022 to 1.3 percent
in 2023. If conditions worsen this could fall below 1 percent, says
the IMF report.

On the positive side global inflation is likely to abate in the
coming months, though energy and food prices were yet to
show any major respite. Economic activity has been improving
since the third quarter of 2022, with some rebound in household
consumption and a pick-up in business activity. The opening of
the Chinese economy towards the end of the year also paved the
way for recovery in demand. As the

India, along with China, is expected to contribute 50%
of global growth in 2023

remaining headwinds are mainly in the Western world, global
growth is projected to be held up by the Asian economies. In

2022, emerging markets and developing economies achieved
a growth rate of approximately 4%, contributing significantly
to overall global growth. In the coming year, these regions
are expected to continue bolstering the global economy by
sustaining a growth rate of 3.9%.

Several counter measures are underway to prevent further
downtrend in growth. Sustained wage rise and Government''s
push to boost pent-up demand in large economies may gradually
drive consumer demand while reducing supply constraints. This,
in turn, should curb inflation and minimise the need for additional
interest rate hikes, thereby supporting growth. On the political
front, the cessation of the Ukraine war will give a significant boost
to the world economy. Greater cooperation among countries
would ease the road to recovery.

Indian Economic Overview

India appeared to be the bright spot in a struggling world
economy retaining its position as the world''s fastest-growing
major economy in the financial year (FY) 2022-23. The country
clocked a real gross domestic product (GDP) growth rate of 7.2
percent as per the estimate of the Central Statistical Organisation
(CSO), backed by strong investment activity, the Government''s
capex and infra push, and buoyant private consumption,
particularly among higher-income earners.

The Indian economy demonstrated remarkable resilience,
which is reflected in a rebound in post-pandemic consumption,
increased economic activity, and a resurgent service sector.
The Government of India''s initiatives for driving infrastructure
investments have also facilitated growth.

While post-COVID private investment recovery is still at a nascent
stage, there are early signals indicating that India is poised for a
stronger investment upcycle in both manufacturing and services
sectors. The number of private investment projects underway
in the manufacturing sector has been steadily growing over the
years. The GST collection for FY 2022-23 has increased by 22%
compared to last year.

Our Approach

In the beginning of FY23 when the situation warranted, entire
company''s focus was on all round improvement of efficiency. As
domestic operations Starts improving, the company focused both
on Domestic operations & the international operations.

The operations were taken to full scale, factories were ramped
up to full capacities, supply chain strengths ensured continued
availability of stocks at all levels.

Operations

As we entered 2022, the outlook was stable & no specific
expectations for growth were set, however as the year
progressed, the company surpassed the 2022 base year
revenue. Company has achieved revenue of H952.13 crore as
against H659.35 crore recorded in the previous year. Exports,
including export incentives, contribute 67.05% of total revenue.

During the year, operating margins improved significantly to
H154.81 crore from H103.65 crore in the previous year.

Outlook for the Indian Economy and India Laminate
Industry

Backed by its strong fundamentals, the Indian economy is in a
sweet spot to witness sustained growth in the years ahead. As
per the Economic Survey presented in parliament in January
2023, India is expected to witness a 6.0-6.8 percent GDP growth
rate in FY 2023-24. Multiple international and domestic agencies
forecast India''s GDP growth to be in the range of 6.0%-7.0% for
FY 2023-24.

The growth drivers will continue to be private consumption
and investment, supported by favourable Government policies
focused on improving infrastructure, and the business and
banking ecosystem. India is optimistic about its future prospects
because of its macroeconomic stability as well as its growing
economic and political prominence on the international stage. On
1st December 2022, India assumed the presidency of the G20
forum taking over from Indonesia. As an emerging economic
powerhouse, it is expected that India will take on other crucial
roles in the coming years.

High-frequency indicators, including GST collections, railway and
air traffic, electronic toll collection, the volume of e-way invoices,
etc., point towards a strong economic recovery. Increasing UPI
transactions and a higher credit demand also indicate sustained
expansion. However, the key risks to the growth rate can be a
slowdown in the global economy if the geopolitical situation
becomes further tense or persistent high inflation leads to an
increase in interest rates by central banks of major countries.

India Decorative Laminates Market Trends:

The India decorative laminates market is primarily driven by
the elevating living standards and the increasing per capita
expenditure of consumers on home decor products. The rising
popularity of ready-to-assemble (RTA) floorings, furniture, and
cabinets has also encouraged consumers to shift toward modern
home furnishing designs. Furthermore, the rapid development of
commercial infrastructure in India has increased the demand for
decorative interior products such as laminates in gymnasiums,
convention centers, indoor sports clubs, and auditoriums.
Furthermore, as decorative laminates are easy to install and do
not need to be connected with the subfloor or walls by nails or
staples, they have gained immense traction across the country.

Decorative Laminates Market Analysis

The global market for decorative laminates is expected to grow
at a CAGR of more than 3% during the forecast period. The major
factor driving the market studied is the growing construction
industry in the Asia-Pacific region. On the flip side, unfavorable
conditions arising due to the COVID-19 outbreak is hindering the
growth of the market.

Furniture application is expected to dominate the market studied
over the forecast period owing to the increasing construction
industry.

Asia-Pacific region is expected to dominate the global decorative
laminates market and is also forecasted to be the fastest-growing
region over the forecast period.

Product Extension and Expansion

The Company has planned for CAPEX of H150 Crore which is
expected to improve and enhance the share of value-added
products in the product mix The company has planned for
product extension under greenfield project.

Credit Rating

During the year under consideration, CARE has carried out a
credit rating assessment of the Company for both short term
and long term exposures and has improved the rating from Care
‘A-'' to Care ‘A” Stable and ‘Care’A2 to Care ‘A2'' for long term
facilities and short term facilities respectively.

The Rating of the company is as under:

Facilities

Rating

Long term facilities

Care ‘A'' Stable

Short term facilities

Care ‘A2

Subsidiary and Associate and its performance

Asia Pacific Region holds the largest share in the global market
of laminates and allied building materials and on the basis of
rational forecasts Southeast Asia region is predicted to be the
fastest growing region due to a bounce in construction activities,
thus, Company with a view to explore more potential markets, had
incorporated a Wholly owned subsidiary (WOS) named Stylam
Asia-Pacific Pte. Limited in Singapore on the 16th September 2019
but said subsidiary company could not commenced its business

operations and it had been decided to close the company.
Eventually Company name got struck off on 16th August 2022.

The company had also purchased 34% shares of Alca Vstyle Sdn
Bhd.(Alca) Incorporated in Malaysia. These shares were purchased
from existing shareholders. Alca is engaged in the business of
trading of commercial and industrial furniture & fixtures.

The statement in form AOC-1 containing the salient features of
the financial statements of subsidiary/ associate company/joint
venture pursuant to first proviso to sub-section (3) of section 129
read with rule 5 of Companies (Accounts) Rules, 2014 is attached
as “Annexure-I" to this Report

The company had incorporated wholly owned subsidiary (WOS)
Stylam Panels Ltd in India to explore the opportunity by way of
greenfield project in Plywood and allied wood based products.
However this project has been deferred for few months.

Dividend

The Company with a view to expand its business and oscillate
its direction towards growth in the best way possible, has barred
itself from recommending dividend during the year under review.

Reserve

After all appropriations and adjustments, the closing balance of
the retained earnings for FY 2023, stood at H403.92 crore.

Consolidated Financial Statements

Pursuant to Section 129(3) of the Companies Act, 2013, the
Consolidated Financial Statements of the Company prepared in
accordance with Section 133 of the Companies Act, 2013 read
with Rule 7 of the Companies (Accounts) Rules, 2014 and Indian
Accounting Standard 110 have been provided in the Annual Report.

Material Changes and Commitments

There have been no other material changes viz:

• Settlement of tax liabilities;

• Operation of patent rights;

• Depression in market value of investments;

• Institution of cases by or against the Company;

• Destruction of any assets or disposal of a substantial part of
undertaking;

• Changes in capital structure; and

• Material changes concerning purchase of raw material and
sale of the product.

that occurred during the concerned financial year or subsequent
to closure of the financial year under consideration till the date
of the report

Change in nature of business, if any

There was no change in the nature of business of the Company
during the financial year ended 31st March, 2023.

Maintenance of Cost Records

Pursuant to sub-section (1) of Section 148 of the Companies Act,
2013, the maintenance of Cost Records as specified by the Central

Government is not required by the Company and accordingly
such records are not made and maintained by the Company.

Accreditation

Company received the following accreditation

- Company has been accredited T-2 recognition under
Authorized Economic Operator (AEO) programme, under the
aegis of World Customs Organization.

- Company has obtained certification from NSF International,
USA, for High Pressure Decorative Laminates and Solid Acrylic
Surface Products. NSF is the US based leading global provider
of public health and safety-based risk management solutions.

Deposits

During the year under review, the Company did not accept
any deposits from the public within the ambit of Section 73 of
the Companies Act, 2013 and the Companies (Acceptance of
Deposits) Rules, 2014.

Business Excellence and Quality Initiatives

The Company continues to be guided by the philosophy of
business excellence to achieve sustainable growth. Customer-
focused culture towards building long-term customers
relationships is the key agenda of the Management.

The Company following the principles oftotal quality management,
continues to be certified under ISO 9001: 2015 certifications for
the complete range of laminates manufactured.

Occupational, Health, Safety and Environment

The Company has effectively deployed policies on Safety,
Occupational Health & Environment at all locations and constantly
focuses on improving the effectiveness of system processes.

Brand Visibility

During the year under review, the Company has conducted
various programs viz Architects'' meet, Distributors meet, Dealers
meet to build a connection with its customers and dealers so to
promote brand visibility and generate demand

Human Resources

The Company recognizes that the purpose of Human Resources
is to be a catalyst and change agent. Over the years, there has
been a paradigm shift in the approach adopted by Employee
Relations through different initiatives in various capacities. The
Company invested in formal and informal training coupled with
on the-job training. We drive sustainable growth and have been
instrumental in bringing in thought leadership in building strong
employee relations. The Company is focused on building a high
performance culture with a growth mindset. Developing and
strengthening capabilities for all employees remained Company''s
an ongoing priority. The Company maintains momentum on
building speed and simplification in ways of working.

Directors and Key Managerial Personnel

Change in Directors

Appointment of Ms.Purva Kansal who was appointed as an
Additional Independent Director on the Board of the Company
on 17th August 2023 for a period of 5 years w.e.f. 17th September
2023 to 16th August 2028.

Mr. Sachin Kumar Bhartiya had resigned as Nominee Director
from the company on 15th December 2022.

Retirement by Rotation and subsequent re¬
appointment

In accordance with the provisions of Section 152 and other
applicable provisions, if any, of the Companies Act, 2013, read with
Companies (Appointment and Qualification of Directors) Rule, 2014
(including any statutory modification(s) or re-enactment(s) therefore
the time being in force) and the Articles of Association of the
Company, Mr. Manit Gupta (DIN: 00889528) and Mr.Sachin Bhatla
(DIN 08182443) were appointed as directors liable to retire by
rotation at the ensuing Annual General Meeting and being eligible
offer themselves for re-appointment. The Board recommends the
re-appointment of Mr. Sachin Bhatla as Whole time director and
Mr. Manit Gupta as whole time director of the company.

The details of Directors being recommended for re-appointment
as required under the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 are contained in the
accompanying Notice convening the ensuing Annual General
Meeting of the Company. Appropriate Resolution(s) seeking your
approval to the re-appointment of Directors are also included in
the Notice.

Declaration by Independent Directors

The Independent Directors have submitted their disclosures
to the Board that they fulfill all the requirements as stipulated
in Section 149(6) of the Companies Act, 2013 and the
applicable provisions of SEBI (Listing Obligation and Disclosure
Requirements) Regulations, 2015 so as to qualify themselves
to act as Independent Director under the provisions of the
Companies Act, 2013 and SEBI (Listing Obligation and Disclosure
Requirements) Regulations, 2015 and the relevant rules.

Board Meetings

During the year under review, the Board of Directors of the
company met 9 (Nine) times, 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.

The details of constitution of the Board and its Committees are
given in the Corporate Governance Report which forms part of
this Annual Report.

Board Evaluation

Performance evaluation of the individual Directors as well as the
Board is done on the basis of the Nomination and Remuneration,

Evaluation policy that has been framed by the Nomination and
Remuneration Committee.

The Board of Directors are responsible for

- defining goals and framing strategies for achieving those
goals;

- framing roles of board, committees, key managerial persons
and employees;

- setting internal financial control systems;

- analyzing risks and effective risk measure to mitigate those
risks;

- implementing corporate governance practices;

- responding to the problems or crisis that emerge;

- communication with employees and others;

- updating with latest developments in regulatory environments
and the market in which the Company operates;

- contribution of the Board for ensuring that the Company
adheres to the statutory and regulatory compliances as
applicable to the Company;

- discharging of governance and fiduciary duties;

- handling critical and dissenting suggestions; etc.

The parameters for performance of evaluation of Board are

- attendance at the Board meetings;

- Participation and contribution in Board meetings and
committee meetings;

- domain knowledge, vision, strategy;

- information regarding external environment;

- raising of concerns;

- Contribution towards the formulation and implementation of
strategy for achieving the goals of the Company;

- Conduct and Integrity;

- Updating of skills and knowledge;

- Compliance with Code of Business Ethics and Code of
Conduct of the Company; etc.

The Directors expressed their satisfaction with the evaluation
process.

Audit Committee

The composition of the Audit Committee is in alignment with
provisions of Section 177 of the Companies Act, 2013 read with
the Rules issued thereunder and Regulation 18 of the Listing
Regulations.

All the members of the Audit Committee are financially literate
and have experience in the financial management.

The Audit Committee of the Company is entrusted with the
responsibility to supervise the Company''s internal controls and
financial reporting process and, inter-alia, performs the following
functions:

- overseeing the Company''s financial reporting process and
disclosure of financial information;

- reviewing and examining with management the quarterly
and annual financial results and the auditors'' report thereon
before submission to the Board for approval;

- reviewing management discussion and analysis of financial
condition and results of operations;

- reviewing Related Party Transaction Policy of the Company;

- reviewing and monitoring the auditor''s independence and
performance and effectiveness of audit process;

- reviewing with management, Statutory Auditors and Internal
Auditor, the adequacy of internal control systems;

- reviewing the adequacy of internal audit function and
discussing with Internal Auditor any significant finding and
reviewing the progress of corrective actions on such issues;

- evaluating internal financial controls and risk management
systems.

The terms of reference of the Audit Committee and other details
have been provided in the Corporate Governance Report.

Enterprises Risk Management Framework

The Board has formed a Risk Management Committee (‘RMC'') to
frame, implement and monitor the risk management plan for the
Company and ensure its effectiveness and to develop a policy
for actions associated to mitigate the risks as well as identify new
and emergent risks.

The RMC seeks to minimize the adverse impact of risks on
business objectives and capitalise on opportunities. The RMC is
chaired by an Independent Director. The Audit Committee has an
additional oversight in the areas of financial controls.

The Company has a well-defined risk management framework
in place to ensure appropriate identification, measurement,
mitigation and monitoring of business risks and challenges across
the Company. The Company''s success as an organization largely
depends on its ability to identify opportunities and leverage them
while mitigating the risks that arise while conducting its business.
Further, the Board is apprised of any procedure that may threaten
the long term plans of the Company.

Company''s sustainable focus remain on leveraging next
generation technology, supports an enterprise-wide view of
risks and compliance, enabling a more holistic approach towards
informed decision making. Risks are assessed and managed at
various levels with a top-down and bottom-up approach covering
the enterprise, the Strategic business units, the geographies and
the functions.

All business heads are responsible to ensure compliance with the
policies and procedures laid down by the Management. Robust

and continuous internal monitoring mechanisms ensure timely
identification of risks and issues. The Management, Statutory
and Internal Auditors undertake rigorous testing of the control
environment of the Company.

Nomination and Remuneration Committee

The composition of the Nomination and Remuneration Committee
is in alignment with provisions of Section 178 of the Companies
Act, 2013 read with the Rules issued thereunder and Regulation

19 of the Listing Regulations.

The Committee, inter alia, identifies persons who are qualified
to become directors and who may be appointed in senior
management.

The Nomination and Remuneration Committee is responsible
for evaluating the balance of skills, experience, independence,
diversity and knowledge on the Board and for drawing up
selection criteria, ongoing succession planning and appointment
procedures for both internal and external appointments. The role
of Nomination and Remuneration Committee, inter-alia, includes:

- recommend the criteria for appointment of Executive, Non¬
Executive and Independent Directors to the Board;

- determine remuneration of all the Executive Directors and
Key Managerial Personnel, i.e. salary, benefits, bonuses etc.;

- carry out evaluation of each Director''s performance and
performance of the Board as a whole;

- recommend to the Board, all remunerations, in whatever
form, payable to Senior Management.

The brief terms of reference of the Committee and the details
of the Committee meetings are provided in the Corporate
Governance Report.

Stakeholders’ Relationship Committee

The composition of the Nomination and Remuneration Committee
is in alignment with provisions of Section 178(5) of the Companies
Act, 2013 read with the Rules issued thereunder and Regulation

20 of the Listing Regulations. The Committee, inter alia, reviews
the grievance of the security holders of the Company and
redressed thereof. The brief terms of reference of the Committee
and the details of the Committee meetings are provided in the
Corporate Governance Report

Corporate Social Responsibility

Corporate Social Responsibility (CSR) encompasses much more
than social outreach programmes.

In accordance with the requirements of Section 135 of Companies
Act, 2013, Company has constituted a Corporate Social
Responsibility Committee.

The disclosures as per Rule 9 of Companies (Corporate Social
Responsibility Policy) Rules, 2014 is annexed hereto as “
Annexure - II"

The Company has contributed H 137.15 lakh towards various
CSR activities during the year and increased/scaled up its CSR

intervention in the areas prescribed in the Company''s CSR policy.

As a socially responsible Company, the Company is committed to
increase its CSR impact and spend over the coming years, with its
aim of playing a larger role in India''s sustainable development by
embedding wider economic, social and environmental objectives.
The Company has identified projects where contribution will be
meaningful for the economic uplift of the society. Preference
was given to allocate and spend higher amount on activities
pertaining to local area and areas around the Company''s
factories. However, being in early years of implementation of
CSR, the Company has faced practical problems as regards to
co-ordination and consensus amongst the beneficiaries, local
villagers, gram panchayats and other related agencies to carry
out the identified projects.

Statement in respect of adequacy of Internal Financial
Controls with reference to the Financial Statements

The Directors had laid down Internal Financial Controls
procedures to be followed by the Company which ensure
compliance with various policies, practices and statutes in
keeping with the organization''s pace of growth and increasing
complexity of operations for orderly and efficient conduct of
its business. The internal control framework is commensurate
with the size and operations of the business and is in line with
requirements of the Act.

The Audit Committee of the Board, from time to time, evaluated
the adequacy and effectiveness of internal financial control of the
Company.

- The Company has a well-defined delegation of authority with
specified limits for approval of expenditure, both capital and
revenue. The Company has workflows to ensure adherence
to the delegation of authority

- The Company periodically tracks all amendments to
Accounting Standards and makes changes to the underlying
systems, processes and financial controls to ensure
adherence to the same. All resultant changes to the policy
and impact on financials are disclosed after due validation
with the Audit Committee

- Access to assets is permitted only in accordance with
management''s general and specific authorization. No
assets of the Company are allowed to be used for personal
purposes, except in accordance with terms of employment
or except as specifically permitted.

- Proper systems are in place for prevention and detection
of frauds and errors and for ensuring adherence to the
Company''s policies.

- The Company gets its Standalone financial statements limited
reviewed/ audited every quarter by its Statutory Auditors.
International subsidiary provide information required for
consolidation of accounts in the format prescribed by the
Company. The accounts of the subsidiary and joint venture
company are audited and certified by their respective
Statutory Auditors for consolidation.

- To have better internal financial control company has
implemented integrated SAP System at all the business
verticals.

Vigil Mechanism/ Whistle Blower Policy

The Whistleblower Policy has been approved and adopted
by Board of Directors of the Company in compliance with the
provisions of Section 177 (10) of the Companies Act, 2013 and
Regulation 22 of the Listing Regulations.

The Policy also provides protection to the employees and business
associates who report unethical practices and irregularities.

The policy is available on Company''s website.

Risk Management Policy

The Company operates in a volatile, uncertain, complex and
ambiguous business environment. The environment brings mix
of opportunities and uncertainties impacting the Company''s
objectives. Risk Management, which aims at managing the
impact of these uncertainties, is an integral part of the Company''s
strategy setting process. The Company regularly identifies these
uncertainties and after assessing them, devises short-term and
long-term actions to mitigate any risk which could materially
impact the Company''s long-term goals.

Mitigation plans to significant risks are well integrated with
functional and business plans and are reviewed on a regular
basis by the senior leadership.

Policy on Prevention of Sexual Harassment at
Workplace

The Company''s Policy on Prevention of Sexual Harassment
at Workplace is in line with the requirements of the Sexual
Harassment of Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013 (Prevention of Sexual Harassment of Women
at Workplace Act) and Rules framed thereunder.

During the year under review, no case was filed under the Sexual
Harassment of Women at Workplace (Prevention, Prohibition &
Redressal) Act, 2013.

Remuneration of Directors and Key Managerial
Personnel

The remuneration paid to Directors is in accordance with
Nomination and Remuneration Policy formulated in accordance
with the provisions of Section 178 of the Companies Act, 2013
read with Regulation 19 of the Listing Regulations, 2015 (including
any statutory m od ification (s) or re-enactment(s) thereof for the
time being in force). The information required under Section 197 of
the Companies Act, 2013 read with Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 (including
any statutory m od ification (s) or re-enactment(s) thereof for the
time being in force) in respect of Director and Key Managerial
Personnel is set out please refer
Annexure VI.

Nomination and Remuneration Policy

The company has formulated and adopted the Nomination and
Remuneration Policy in accordance with the provisions of Section
178 of the Companies Act, 2013 read with Part D of Schedule II
of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015.

The Remuneration Policy is approved by the Board of Directors
and is uploaded on the website of the Company.

Related Party Transactions

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

All related party transactions are placed before the Audit
Committee for approval and prior omnibus approval is also
obtained from the Audit Committee for the related party
transactions which are of repetitive nature and can be foreseen.

The policy on materiality of related party transactions as approved
by the Audit Committee and the Board of Directors is uploaded
on the website of the Company. The required form AOC-2 has
been appended as “Annexure IN” to this report.

Further the disclosures related to related party transactions are
also detailed in Note No. 28 of Notes to Accounts of Financial
Statements for the year ended 31st March, 2023.

Director’s Responsibility Statement

In terms of the provisions of Section 134(3)(c) read with Section
134(5) of the Companies Act, 2013, the Directors state that:

a. in preparation of annual financial statements for the financial
year ended March 31, 2023, the applicable accounting
standards have been followed along with proper explanation
relating to material departures, if any;

b. the Directors have selected such accounting policies and
applied them consistently and made judgements 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 that period;

c. 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;

d. the Directors have prepared the annual accounts on a going
concern basis;

e. the proper internal financial controls were in place and that
the financial controls were adequate and were operating
effectively; and

f. the systems to ensure compliance with the provisions of
all applicable laws were in place and were adequate and
operating effectively.

Insurance

The Company''s properties, including building, plant, machineries
etc. and stocks are adequately insured against risks.

Listing

The equity shares continue to be listed on Bombay Stock
Exchange Limited (BSE) and National Stock Exchange Limited
(NSE). The Company has paid annual listing fee for the financial
year 2022-23.

Loans, Guarantees or Investments

Pursuant to Section 186 of the Companies Act, 2013, Company
has not directly or indirectly

a) given any loan to any person or other body corporate other
than usual advances envisaged in a contract of supply of
materials if any,

b) given any guarantee or provide security in connection with a
loan to any other body corporate or person and

c) acquired by way of subscription purchase or otherwise,
the securities of any other body corporate, exceeding sixty
percent, of its paid-up share capital, free reserve and securities
premium account or one hundred percent of its free reserves
and securities premium account whichever is more.

Auditors and Auditors’ Report

Statutory Auditors

The shareholders of the company at the 31st Annual General
Meeting (AGM) held on 30th September 2022, have approved
appointment of M/s Mittal Goel & Associates, Chartered
Accountants (Firm Registration No. 017577N), as the Statutory
Auditors of the of the Company pursuant to Section 139 of
Companies Act, 2013 from the date of conclusion of 31st AGM
till the conclusion of 36th AGM to be held in 2027. The Board
of director of the company recommended the re-appointment of
M/s Mittal Goel and Associates for next five year

Statutory Auditors’ Report

The observations of Statutory Auditor in its reports on standalone
and consolidated financials are self-explanatory and therefore do
not call for any further comments.

Details in respect of frauds reported by auditors

There were no instances of fraud reported by the auditors.

Cost Auditors

The company was not required to appoint Cost Auditor for the
financial year ended 31st March 2023.

Secretarial Auditors

Pursuant to the provisions of Section 204 of the Companies Act,
2013 read with the Companies (Appointment and Remuneration of

Managerial Personnel) Rules, 2014, the Company has appointed
M/s Sanjiv K Goel, Practicing Company Secretary, to undertake
Secretarial Audit of the Company for the period of 5 (five) years
till financial year 2028-29.

The Secretarial Audit Report in Form MR-3 for the financial year
ended March 31, 2023 is annexed herewith as “
Annexure-IV".

The Secretarial Audit Report for the year ended 31st March 2023
does not contain any qualification, reservation or adverse remark.

Internal Auditors

The Company has proper and adequate system of internal
controls. Board of Directors has Appointed M/s A. Gandhi &
Associates Chartered Accountants as Internal Auditors of the
company to conduct regular audits that are performed as per the
annual Audit Plan. The Internal Audit team conducts its at factory,
branches and corporate offices with the objective of evaluating
and continuously improving the effectiveness of internal controls
and governance processes. Additional areas, if any, identified
during the year are taken up as special assignments.

The audit findings are reviewed by the Audit Committee and
Board of Directors and corrective action, as deemed necessary
is taken. Company has also laid down procedures and authority
levels with suitable checks and balances encompassing the
entire operations of the Company.

Corporate Governance

Transparency is the cornerstone of the Company''s philosophy
and all requirements of Corporate Governance are adhered to
both in letter and spirit.

All the Committees of the Board of Directors meets at regular
intervals as required in terms of SEBI (Listing Obligations &
Disclosure Requirements) Regulations, 2015. Your Board of
Directors has taken all necessary steps to ensure compliance
with all statutory and listing requirements. The Directors and
key managerial personnel of your Company have complied with
the approved ‘Code of Ethics for Board of Directors and Senior
Executives'' of the Company.

The Report on Corporate Governance as required under the
Listing Agreement forms part of and is annexed herewith. The
Auditors'' Certificate on compliance with Corporate Governance
requirements is also attached to this Report.

Management Discussion and Analysis Report

The Management Discussion and Analysis Report for the
financial year 2022-23, pursuant to the SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015 is given as a
separate statement in the Annual Report.

Managing Director and CFO Certification

Pursuant to Regulation 17(8) of the SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015, the Managing
Director and CFO certification as specified in Part B of Schedule
II thereof is annexed to the Corporate Governance Report. The
Managing Director & managing director and the Chief Financial
Officer of the Company also provide quarterly certification on
Financial Results while placing the Financial Results before the
Board in terms of Regulation 33 of the SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015.

Compliance with Code of Ethics for Board of Conduct
for Directors and Senior Management Personnel

The Managing Director & CEO of the Company has given a
declaration that all Directors and Senior Management Personnel
concerned have affirmed compliance with the code of conduct
with reference to the financial year ended on March 31, 2023.
The declaration is annexed to the Corporate Governance Report.

Disclosure regarding compliance of applicable
Secretarial Standards

The Company has complied with all the mandatorily applicable
secretarial standards issued by The Institute of Company
Secretaries of India and approved by the Central Government
under Section 118(10) of the Companies Act, 2013.

Fraud Reporting u/s 143(12)

The Company has complied with all the provisions of Section 143
of the Companies act, 2013. Hence, no fraud was reported by the
Auditors of the Company to the Audit Committee or the Board of
directors.

Particulars of Employees

The information required pursuant to Section 197 of the Companies
Act, 2013 read with Rule 5 of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 is ‘Not
Applicable'' as no employee is in receipt of remuneration in
excess of the limits prescribed under this Section.

Detail of Significant and Material Orders Passed by
Regulators or Courts of Tribunals Impacting the Going
Concern Status and Company’s Operation in Future

There are no significant material orders passed by the Regulators/
Courts which would impact the Going Concern status of the
Company and its future Operations.

Conservation of Energy and Technology Absorption
and Foreign Exchange Earnings and Outgo

Information pursuant to Clause (m) of Sub-Section (3) of Section
134 of the Companies Act, 2013 read with Rule 8 of the Companies
(Accounts) Rules, 2014, is annexed herewith as “Annexure V".

Compliance with applicable Secretarial Standards

The Company has duly complied with all applicable Secretarial
Standard as issued by ICSI during the year under review.

Acknowledgement

The Board place on record their deep appreciation to employees
at all levels for their hard work, dedication and commitment.

The Board also wishes to place on record its appreciation for
the support and cooperation the Company has been receiving
from its suppliers, redistribution stockiest, retailers, and others
associated with the Company as its trading partners.

The Directors also take this opportunity to thank all Investors,
Clients, Vendors, Banks, Government and Regulatory Authorities
and Stock Exchanges, for their continued support.

On behalf of the Board,

Place: Chandigarh Jagdish Gupta

Date: 05.05.2023 Managing Director


Mar 31, 2018

DIRECTORS’ REPORT

The Directors are pleased to present the 27th Annual Report together with financial results for the year ended March 31, 2018.

FINANCIAL PERFORMANCE SUMMARY

Rs in crores

FINANCIAL RESULTS

2017-18

2016-17

Revenue from Operations*

337.96

294.30

Earnings before Interest, Taxes & Depreciation

49.25

45.76

Less: a) Finance Cost

7.70

10.02

b) Depreciation

10.83

5.70

Add: Other Income

2.34

1.12

Profit before tax

33.06

31.16

Less: Tax Expense

13.00

11.52

Profit for the Period

20.06

19.64

Add: Other Comprehensive Income (Net of Taxes)

(2-04)

0.66

Total Comprehensive Income

18.02

20.30

Opening balance in Retained Earnings

69.21

48-98

Less: Re-measurement of net defined benefits plan

-

0.07

Add: Share premium

50.24

-

Closing balance in Retained Earnings

137.47

69.21

* Figures for Revenue from Operations are comparable numbers .i.e Excise Duty has been removed as same does not form part of Revenue post GST implementation.

Highlights of Performance

During the financial year 2017-18, revenue from operations increased to Rs.337.96 crore as against Rs.294,30 crore in the previous year- a growth of approx. 14.8%.

Operating margins has increased to Rs.49.25 crore from Rs.45.76 crore in previous year.

This performance has rationale when it is factored with increase in crude oil price and other challenging business environment both in domestic and international trades.

Domestic

During the year under review, the company has registered growth of 22% in net revenue from domestic market. This needs to view where laminate industry witnessed challenges with the weak real estate sector and sales effected because of challenges faced by distributors and dealers and retailers level initially for implementation of GST.

Exports

Despite a gloomy Global outlook, exports, (including incentives), registered a growth of around 12% in value over the export of previous year,

Credit Rating

CARE has carried out a credit rating assessment of the Company for both short term and long term exposures in compliance with BASEL II norms implemented by RBI. The rating of the Company has improved rating by one notch at rAfor long- term bank facilities and assigned ‘A Two’ rating on the short term bank facilities at ‘CARE A2’.

Dividend

In view of expansion strategies which will facilitate in overall growth and performance of the company, your directors do not recommend any dividend for the year under review.

Material Changes and Commitments

There has been no material changes which have occurred subsequent to the close of the financial year of the Company to which the Balance Sheet relates and the date of the report, such as

- Settlement of tax liabilities;

- Operation of patent rights;

- Depression in market value of investments;

- Institution of cases by or against the Company;

- Destruction of any assets or disposal of a substantial part of undertaking;

- Changes in capital structure; and

- Material changes concerning purchase of raw material and sale of the product.

Changes in Share Capital

During the year under review, the company has issued fresh Equity under Preferential Allotment by issue of 850,000 Nos of equity shares of Face value of Rs.10/- each at a consideration of Rs.51.08crore.

The paid up Equity Share Capital as on 31st March, 2018 was Rs.8.16 crore divided into 8,166,200 Nos of equity shares of face value of Rs.10/- each. (Previous Year Rs.7.32 crore divided into 7,316,200 Nos of equity shares of face value of Rs.10- each)

A) Issue of equity shares with differential rights

The Company did not issue equity shares with differential rights during the financial year 2017-18.

B) Issue of sweat equity shares

The Company did not issue sweat equity shares during the financial year 2017-18.

C) Issue of employee stock options

The Company did not issue stock options during the financial year 2017-18.

D) Provision of money by Company for purchase of its own shares by employees or by trustees for the benefit of employees

The Company does not have a scheme for purchase of its own shares by employees or by trustees for the benefit of employees.

Deposits

During the year under review, the Company did not accept any deposits from the public within the ambit of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.

Directors and Key Managerial Personnel

It is a matter of great regret that Shri Satish Rai Gupta (DIN 0015025), Executive Director, left for his heavenly abode on 15th December, 2017. Your Directors place on record the appreciation for his invaluable guidance and stewardship and note that such a great soul who created a landmark by his contributions to the Company and the Group, would always remain irreplaceable.

Appointment of Nominee Director

In accordance with the provisions of Section 161(3) and other applicable provisions, if any, of the Companies Act, 2013 (including any statutory modification^) or re-enactment(s) therefore the time being in force) and the Articles of Association of the Company, Mr.Sachin Kumar Bhartiya (DIN 02122147) has been appointed as Nominee Director of the Company with effect from 15.07.2017. His appointment is by virtue of an agreement with Lighthouse Emerging India Investors Limited. In accordance with the provisions of the Companies Act, 2013 and the Articles of Association of the Company, the Nominee Director is not liable to retire by rotation.

Appointment of Additional Director

In accordance with the provisions of Section 161 (1) and other applicable provisions, if any, of the Companies Act, 2013, read with Companies (Appointment and Qualification of Directors) Rule, 2014 (including any statutory modification(s) or re-enactment(s) therefore the time being in force] and the Articles of Association of the Company, Mr. Sachin Bhatla (DIN 008182443) has promoted as Additional Director -Technical, with effect from 23.07.2018. His appointment is subject to the approval of the Members at the ensuing Annual General Meeting of the Company in accordance with the provisions of the Act and the rules made thereunder and is liable to retire by rotation.

Retirement by Rotation and subsequent re-appointment

In accordance with the provisions of Section 152 and other applicable provisions, if any, of the Companies Act, 2013, read with Companies (Appointment and Qualification of Directors) Rule, 2014 (including any statutory modification(s) or re-enactment(s) therefore the time being in force) and the Articles of Association of the Company, Mr.Manit Gupta (DIN 00889528) is liable to retire by rotation at the ensuing AGM and being eligible have offered himself for re-appointment.

Appointment of Company Secretary and Compliance Officer

In accordance with the provisions of Section 203 of the Companies Act, 2013, the company has appointed Mr.Ashok Swami as Company Secretary and Compliance Officer of the Company, with effect from 26.02.2018 in place of Mr. Mohinder Singh who has resigned as Company Secretary and Compliance Officer of the company, for pursuing external opportunities.

Appointment of Chief Financial Officer

In accordance with the provisions of Section 203 of the Companies Act, 2013, the company has elevated Mr.Sajeev Vaid as Chief Financial Officer of the Company, with effect from 08.08.2018. The position falls vacant after resignation of Mr.Manav Gupta, who has been given additional responsibilities related to other fields for the growth of the Company.

Meetings

During the year under review Fourteen 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.

The details of constitution of the Board and its Committees are given in the Corporate Governance Report which forms part of this Annual Report.

Remuneration of Directors and Key Managerial Personnel

The remuneration paid to Directors is in accordance with Nomination and Remuneration Policy formulated in accordance with the provisions of Section 178 of the Companies Act, 2013 Regulation 19 of the Listing Regulation (including any statutory modification(s) or re-enactment(s) thereof for the time being in force)

The information required under Section 197 of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (including any statutory modification(s) or reenactments) thereof for the time being in force) in respect of Director and Key Managerial Personnel is set out in the Annexure IV

Nomination and Remuneration Policy

The company has formulated and adopted the Nomination and Remuneration Policy in accordance with the provisions of Section 178 of the Companies Act, 2013 read with Part D of Schedule II of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The Remuneration Policy is approved by the Board of Directors and is uploaded on the website of the Company.

Board Evaluation

Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, 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 and Remuneration Committees, The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report.

Director’s Responsibility Statement

In terms of the provisions of Section 134(3){c) read with Section 134(5} of the Companies Act, 2013, the Directors state that:

a. in preparation of annual financial statements for the financial year ended March 31, 2018, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

b. the Directors have selected such accounting policies and applied them consistently and made judgements 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 that period;

c. 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;

d. the Directors have prepared the annual accounts on a going concern basis;

e. the proper internal financial controls were in place and that the financial controls were adequate and were operating effectively; and

f. the systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.

Audit Committee

The composition of the Audit Committee is in alignment with provisions of Section 177 of the Companies Act, 2013 read with the Rules issued thereunder and Regulation 18 of the Listing Regulations, The members of the Audit Committee are financially literate and have experience in the financial management.

Corporate Governance

Transparency is the cornerstone of the Company’s philosophy and all requirements of Corporate Governance are adhered to both in letter and spirit.

All the Committees of the Board of Directors meets at regular intervals as required in terms of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015. Your Board of Directors has taken all necessary steps to ensure compliance with all statutory and listing requirements. The Directors and key managerial personnel of your Company have complied with the approved ‘Code of Ethics for Board of Directors and Senior Executives’ of the Company.

The Report on Corporate Governance as required under the Listing Agreement forms part of and is annexed herewith marked as “Annexure - II” The Auditors’ Certificate on compliance with Corporate Governance requirements is also attached to this Report.

Business Excellence and Quality Initiatives

The Company continues to be guided by the philosophy of business excellence to achieve sustainable growth. Customer-focused culture towards building long-term customers relationships is the key agenda of the Management.

The Company follows the principles of total quality management. The Company continues to be certified under ISO 9001: 2015 certifications for complete range of laminates manufactured.

Auditors and Auditors’ Report Statutory Auditor:

M/s Mittal Goel & Associates, Chartered Accountants (Firm Registration No. 017577N) are proposed to be appointed as auditors for a period of 5 years commencing from the conclusion of this AGM till the conclusion of the 31st AGM of the Company to be held in 2022, subject to ratification of their appointment at every AGM, if so required under the Act.

M/s Mittal Goel & Associates have confirmed their eligibility and qualification required under Section 139, 141 and other applicable provisions of the Companies Act, 2013 and Rules issued thereunder (including any statutory modification(s) or re-enactment(s) thereof for the time being in force)

The Auditors’ Report for the financial year ended 31st March 2018 on financial statements of the Company is a part of this Annual Report. The Auditors’ Report for the financial year ended 3T1 March, 2018 does not contain any qualification, reservation or adverse remarks.

Cost Auditor:

Pursuant to Section 148 of the Companies Act, 2013 read with the Companies {Cost Records and Audit) Rules, 2014 (as amended), the Company has appointed M/s CL. Bansal & Associates, Cost Accountants, as the Cost Auditor of the Company for audit of the cost records maintained by the Company for the financial year 2018-19. A resolution regarding ratification of remuneration of Cost Auditor is being sought from the Members of the Company at ensuing Annual General Meeting.

The Company has received consent from M/s. C.l. Bansal & Associates, Cost Accountants, to act as the Cost Auditor for conducting audit of the cost records for the financial year 2018-19,

Secretarial Auditors:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s Sanjiv Goel & Co., Practicing Company Secretary, to undertake Secretarial Audit of the Company for the financial year 2017-18.

The Secretarial Audit Report in Form MR-3 for the financial year ended March 31, 2018 is annexed herewith as “Annexure-.l”. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

Extract of the Annual Report

The extract of the Annual Return of the Company as on 31st March, 2018 in Form No. MGT - 9 In accordance with Section 92(3) of the Companies Act, 2013 read with Companies (Management and Administration) Rules, 2014, are set out in the “Annexure IV” of this report.

Related Party Transactions

All related party transactions that were entered during the financial year were in the ordinary course of business and on an arm’s length basis. There were no materially significant related party transactions entered into by the Company with Promoters, Directors, Key Managerial Personnel or other persons which may have a potential conflict with the interest of the Company.

All related party transactions are placed before the Audit Committee for approval. Prior omnibus approval is also obtained from the Audit Committee for the related party transactions which are of repetitive nature which can be foreseen and accordingly the required disclosures are made to the Audit Committee on quarterly basis in terms of the approval of the Committee.

The policy on materiality of related party transactions and also on dealing with related party transactions as approved by the Audit Committee and the Board of Directors is uploaded on the website of the Company.

Since all related party transactions entered into by the Company were in the ordinary course of business and were on an arm’s length basis. Form AOC - 2 is not applicable to the Company

Loans, Guarantees or Investments

Pursuant to Section 186 of the Companies Act, 2013, Company has not directly or indirectly

a) given any loan to any person or other body corporate other than usual advances envisaged in a contract of supply of materials if any,

b) given any guarantee or provide security in connection with a loan to any other body corporate or person and

c) acquired by way of subscription purchase or otherwise, the securities of any other body corporate, exceeding sixty percent, of its paid-up share capital, free reserve and securities premium account or one hundred percent of its free reserves and securities premium account whichever is more.

Vigil Mechanism/ Whistle Blower Policy

The Whistleblower Policy has been approved and adopted by Board of Directors of the Company in compliance with the provisions of Section 177 (10) of the Companies Act, 2013 and Regulation 22 of the Listing Regulations.

The Policy also provides protection to the employees and business associates who report unethical practices and irregularities.

The policy is available on Company’s website.

Policy on Prevention of Sexual Harassment at Workplace

The Company’s Policy on Prevention of Sexual Harassment at Workplace is in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 (Prevention of Sexual Harassment of Women at Workplace Act) and Rules framed thereunder,

During the year under review, no case was filed under the Sexual Harassment of Women at Workplace {Prevention, Prohibition & Redressal) Act, 2013.

Corporate Social Responsibility

Corporate Social Responsibility (CSR) encompasses much more than social outreach programmes.

In accordance with the requirements of Section 135 of Companies Act, 2013, Company has constituted a Corporate Social Responsibility Committee.

The disclosures as per Rule 9 of Companies (Corporate Social Responsibility Policy) Rules, 2014 is annexed hereto as “Annexure - III”

The Company has contributed Rs.0.58 crore towards various CSR activities during the year, the Company has increased/scaled up its CSR intervention in the areas prescribed in the Company’s CSR policy and there was an increase of more than 74% in the total CSR spending on year to year basis.

As a socially responsible Company, your Company is committed to increase its CSR impact and spend over the coming years, with its aim of playing a larger role in India’s sustainable development by embedding wider economic, social and environmental objectives.

The initiatives taken by the Company will certainly help in deploying larger funds across social sectors and achieve rapid scale in utilizing its full CSR budget in the coming financial years as well.

Internal Control

The Company has proper and adequate system of internal controls. The external audit firm has been appointed as internal auditors to conduct regular audits that are performed as per the annual Audit Plan. The Internal Audit team conducts its audits which are carried out at factory, branches and corporate offices with the objective to evaluate and continuously improve the effectiveness of internal controls and governance processes. Additional areas, if any, identified during the year are taken up as special assignments. The audit findings are reviewed by the Audit Committee of Directors and corrective action, as deemed necessary is taken. Company also has laid down procedures and authority levels with suitable checks and balances encompassing the entire operations of the Company.

Fraud Reporting

During the year under review, no fraud was reported by the Auditors of the Company to the Audit Committee or the Board of directors.

Occupational, Health, Safety and Environment

Company has effectively deployed policies on Safety, Occupational Health & Environment at all locations. It continually focus on improving the effectiveness of system processes,

Brand Visibility

During the year under review, the Company has conducted various connect initiatives like Architects’ meet, Distributors meet, Dealers meet, to drive brand visibility and demand generation. This year also the Company budgeted an amount on Branding activities, to attract new customers, to create bigger footprint to enable expansion into new markets.

Insurance

The Company’s properties, including building, plant, machineries etc and stocks are adequately insured against risks.

Listing

The equity shares continue to be listed on BSE Limited (BSE). The Company has paid annual listing fee for the financial year 2018-19.

Compliance with Code of Ethics for Board of Conduct for Directors and Senior Management Personnel

All Directors and Senior Management Personnel have affirmed Compliance with the Code of Ethics for Board of Directors and Senior Executives. A Declaration to that effect is attached with the Corporate Governance Report.

Detail of Significant and Material Orders Passed by Regulators or Courts of Tribunals Impacting the Going Concern Status and Company’s Operation in Future

There are no significant material orders passed by the Regulators/Courts which would impact the Going Concern status of the Company a nd its future Operations.

Conservation of Energy and Technology Absorption and Foreign Exchange Earnings and Outgo Information pursuant to Clause (m) of Sub-Section (3) of Section 134 of the Companies Act, 2013 read with Rule S of the Companies (Accounts) Rules, 2014, is annexed herewith as “Annexure V”.

Human Resources

The Company recognizes that the purpose of Human Resources is to be a catalyst and change agent.

Over the years, there has been a paradigm shift in the approach adopted by Employee Relations through different initiatives in various capacities. We drive sustainable growth and have been instrumental in bringing in thought leadership in building strong employee relations. The Company is focused on building a high performance culture with a growth mindset. Developing and strengthening capabilities for all employees remained Company’s an ongoing priority. The Company maintains momentum on building speed and simplification in ways of working.

Particulars of Employees

The information required pursuant to Section 197 of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is ‘Not Applicable’ as no employee is in receipt of remuneration in excess of the limits prescribed under this Section,

CEO and CFO Certification

Pursuant to Clause 49 of the Listing Agreement, the CEO and CFO certification is attached with the annual report. The Managing Director and CEO and the Chief Financial Officer also provide quarterly certification on financial results while placing the financial results before the Board in terms of Clause 41 of the Listing Agreement.

Acknowledgement

The Board place on record their deep appreciation to employees at all levels for their hard work, dedication and commitment.

The Board also wishes to place on record its appreciation for the support and cooperation the Company has been receiving from its suppliers, redistribution stockiest, retailers, and others associated with the Company as its trading partners.

The Directors also take this opportunity to thank all Investors, Clients, Vendors, Banks, Government and Regulatory Authorities and Stock Exchanges, for their continued support.

On behalf of the Board,

Place: Chandigarh Jagdish Gupta

Date: 01st September 2018 Managing Director


Mar 31, 2014

Dear Members,

The Directors are pleased to present the 23rd Annual Report together with audited accounts for the year ended 31st March, 2014.

FINANCIAL RESULTS

The Financial performance of the Company for the year ended 31st March 2014 is summarized below:

Rs in Lacs 2013-14 2012-13

Net Sales & Other Income 18943.43 14142.19

Profit before finance cost, depreciation and amortization expenses 2246.36 1389.92 and taxexpenses

Less: a) Finance Cost 920.89 466.32

b) Depreciation and amortization expenses 326.38 306.99

Profit before tax 999.09 616.61

Provision for taxation 316.50 209.74

Profit for the year 682.59 406.87

Add: Balance broughtforward from previousyear 2051.03 1644.16

Balance carried to Balance sheet 2733.62 2051.03

PERFORMANCE OVERVIEW

The company has recorded total income of Rs.18943.43 lacs as against Rs. 14142.19 lacs in the previous year showing a remarkable growth of 33%. Profit before Tax is Rs.999.09 lacs in 2013-14 as compared to Rs.616.61 lacs in 2012-13. Profit after tax is Rs.682.59 lacs in 2013-14 as compared to Rs.406.87 lacs in 2012-13. The Reserve and Surplus have touched Rs.2733.62 lacs.

The financial year 2013-14 is yet another significant year in terms of highest ever turnover and profitability of the company. The performance is significant, when it is compared with growing business challenges.

During the year under review, the company has continued its efforts to penetrate into the domestic market, though growth in domestic market is insignificant.

EXPORTS

The company has been able to maintain momentum in growth in international markets. During the fiscal 2013- 14, revenue from exports (including export incentives) has reached to level of Rs.15371.92 lacs from Rs. 10654.91 lacs during year 2012-13, attaining growth of 44%. The company has introduced a host of new products on existing and new platforms in existing and new markets and showcased its products in major exhibitions in strategically important markets.

FINANCIAL POSITION

During the year under review, the company''s financial position continues to be comfortable. The net-worth of the company as at 31st March 2014 improved to Rs. 3465.24 lacs from Rs. 2782.65 lacs.

PROJECTS COMPLETED

The commissioning of new press line, as part of expansion of capacity, is completed at overall cost outlay of Rs.1508.92 lacs. The products are well accepted in the market.

PROJECTS UNDER IMPLEMENTATION

As a part of support in the existing business set-up, the company has planned to set-up BPO. The company has already purchase land admeasuring 59964.62 sq. ft. in Panchkula Technology Park, Haryana. The construction at site is under process. The company has planned to use part of building for its own purpose and the part will be leased out to other IT and BPO players. The company has taken term loan of Rs.2100.00 lacs, as part finance for the project. The project is estimated to be operational in the year 2015-16.

CREDIT RATING

CARE had carried out a credit rating assessment of the company for both short term and long term exposures in compliance with BASEL II norms implemented by RBI and has re-affirmed ''Triple B Minus'' rating on the Company''s Long term bank facilities at ''CARE BBB-'' and assigned ''A Three'' rating on the short term bank facilities at ''CARE A3''.

LISTING

The equity shares continue to be listed on BSE Limited (BSE). The company has paid annual listing fee for the financial year 2014-15.

DIVIDEND

In view of the expansion and investment strategies of the Company, your directors do not recommend any dividend for the year under review.

FIXED DEPOSITS

The company has not accepted / received any deposits from the public under Section 58A of the Companies Act, 1956.

INSURANCE

The company''s properties, including building, plant, machineries etc and stocks are adequately insured against risks.

FUTURE OUTLOOK

We have strong belief in our people and we are confident with the growing popularity of the company''s brand and support from its employees and stake-holders the company will set up new standards.

The Indian real estate sector plays a significant role in the Country''s economy. The real estate is second only to agriculture in terms of employment generation and contributes considerably towards GDP. According to a study, the real estate is expected to grow rapidly due to improvement in affordability and availability of housing finance.

Since cement, plywood, laminate and steel related products are essential part of construction right from initial brick to final stage of furnishing; the demand for these products is directly related to the growth of infrastructure and real estate sector, the demand for company''s products is expected to remain buoyant. Your Directors are confident of achieving better results in the coming years.

CORPORATE SOCIAL RESPONSIBILITY

As per Companies Act, 2013 all companies having net worth of Rs.500 Crore or more, or turnover of Rs.100 Crore or more or a net profit of Rs. 5 Crore or more during any financial year will be required to constitute a Corporate Social Responsibility (CSR) Committee of the Board of Directors Comprising three or more directors, at least one of whom will be Independent Director.

As per Company Act, 2013 company has to do activities as define in schedule VII. Stylam has planned to do the activities as per schedule VII

CAPITAL STRUCTURE

There was no change in the capital structure during the period.

DIRECTORS

The company has, pursuant to the provisions of Clause 49 of the Listing Agreements entered into with BSE appointed Mr.Satpal Garg, Mr. Mahavir Singh and Mr. Ravinder Krishan, as Independent Directors of the Company. The company has received declarations from Independent Directors confirming that they meet the criteria of Independence as prescribed both under sub-section (6) of the Section 149 of the Companies Act, 2013 and also confirmed that they will abide by the provisions in Schedule IV of the Companies Act, 2013. None of the directors is disqualified under provisions of Section 274(1)(g) of the Companies Act,1956 and Section 164(2) (a) & (b) of the Companies Act, 2013.

In accordance with the provisions of Section 149(4) and provision of Section 152(5) of the Companies Act, 2013 these Directors are being appointed as Independent Directors to hold office as per their tenure of appointment mentioned in the Notice of the forthcoming AGM of the Company.

In accordance with the requirements of the Act and Articles of Association of the Company, Mr. Satish Gupta retires by rotation and is eligible for re-appointment. Necessary resolution is placed for approval of members in this respect.

DIRECTORS RESPONSIBILITY STATEMENT

In accordance with the provisions of Section 217 (2AA) of the Companies Act, 1956, the Directors confirm that:

(i) in the preparation of the annual accounts, the applicable accounting standards have been followed and there are no material departures;

(ii) they have, in selected the accounting policies 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 the end of the financial year and of the profit of the company for that period;

(iii) they have, taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) they have, prepared the annual accounts on a going concern basis.

AUDITORS

M/s Sunil K Sood & Co., Chartered Accountants, the statutory Auditors, hold office until the conclusion of the ensuing Annual General Meeting. It is proposed to re-appoint them to examine and audit the accounts of the Company from the conclusion of this AGM till the conclusion of 26th AGM to be held in the year 2017 subject to ratification of their appointment at every AGM. The said Auditors have furnished the certificate of their eligibility for re-appointment. The auditors have, under Section 139(1) and the Rules framed there-under furnished a certificate of their eligibility and consent for re-appointment.

COST AUDITORS

Pursuant to Order No. F.No.52/26/CAB-2010 dated 06.11.12 issued by the Central Government in terms of the provisions of Section 233B of the Companies Act, 1956, the company, has appointed C.LBansal & Associates, Cost Accountant, a practicing Cost Accountant, as Cost Auditor of the company, for the Financial Year 2013-14.

HEALTY, SAFETY AND ENVIORMENT PROTECTION

The company has complied with all applicable environment and labour laws.

BUSINESS EXCELLENCE AND QUALITY INITIATIVES

The company continues to be guided by the philosophy of business excellence to achieve sustainable growth.

Customer-focused culture towards building long-term customers relationships is the key agenda of the Management.

The company follows the principles of total quality management. The company continues to be certified under ISO 9001: 2000 certifications for complete range of laminates manufactured.

INDUSTRIAL RELATION

During the year under review, industrial relations in the company remain cordial and healthy at all levels. The directors wish to place on record their appreciation for the excellent co-operation received from employees at all levels.

PARTICULARS OF EMPLOYEES

The particulars of employees who were in receipt of remuneration in excess of the limits prescribed under Section 217(2A) of the Companies Act,1956, read with the Companies (Particulars of Employees ) Rules 1975,as amended from time to time is ''Not Applicable'' as no employee is in receipt of remuneration in excess of the limits prescribed under this Section.

DIRECTORS WITH MATERIALLY SIGNIFICANT, PECUNIARY OR BISINESS RELATION WITH THE COMPANY.

Note to Financial Statement furnishes the transaction with related parties, as stipulated under Accounting Standard- 18(AS-18). Apart from aforesaid related party transactions, there are no transaction of material nature with the Directors/or their relatives, which may have a potential conflict with the interest of the Company.

ACKNOWLEDGEMENT

The Board wishes to take this opportunity to thank its employees for their dedicated service and firm commitment to give the goals of the company.

The Board also wishes to place on record its sincere appreciation for the wholehearted support from shareholders, customers, vendors, bankers, and all other business associates for their support and cooperation during the year.

By Order of the Board, For Stylam Industries Limited

Sd/- Place: Chandigarh Jagdish Gupta Date: 2nd September, 2014 Managing Director


Mar 31, 2013

The Directors are pleased to present the 22nd Annual Report together with Audited statement of Accounts for the year ended 31st March, 2013.

FINANCIAL RESULTS

The Financial performance of the Company for the year ended 31st March 2013 is summarized below: Rs in Lakh FY 2012-13 FY 2011-12

Net Revenue 1414.21 1045.66

Profit before depreciation and amortisation expenses, Finance 1389.92 Costs and tax expenses (EBDITA) 1,056.30

Less:

Finance Costs 466.32 355.37

Depreciation 306.98 282.22

Profit before tax 616.62 418.70

Less:

Current Tax 221.25 115.22

Deferred Tax -11.52 21.89

Profit for the year 406.87 281.58

Transferred to General Reserve 406.87 281.58

PERFORMANCE OVERVIEW

The company has recorded total revenue of Rs.1414.21 Lacs as against Rs. 1045.66 Lacs in the previous year showing a remarkable growth of 35.25%. The operating profit (Earnings before Depreciation, Interest and Taxes – EBDITA) for the year stood at Rs. 1389.92 (previous year Rs. 1056.30) representing Rs. 336.62 Lacs increase in the net revenue. The Profit Before Tax (PBT) and Profit After Tax (PAT) for the financial year ended March 31, 2013 was at Rs. 616.62 Lacs and Rs. 418.70Lacs respectively as against Rs. 406.87 Lacs and Rs. 281.58 Lacs of the previous year. The profit after tax has registered growth of 44.50 % .

The financial year 2012-13 was yet another significant year in terms of highest ever turnover and profit of the company. The performance of the company has a significant improvement though during this year, considering the factor that the input prices increased steeply, which coupled with the weakening of the rupee vis-a-vis with other currencies, which has also impacted margins.

During the year, the company has penetrated into newer market for exports. In the domestic market, the company has also increased its customer''s base by the offering wide range of products for all sort of customers, i.e premium products for high-end customers, and value for money products for mass middle-class customers.

EXPORTS

During the year under review, the company has capitalized the growing demand from the export market and has explored good customers in export. Exports (including incentives) during the year were Rs. 108.61 crores which has increased from Rs. 79.33 crores, in the previous year and recorded a growth of 36.90 %. The company continues to retain dominant market share in exports.

FINANCIAL POSTION

The company''s financial position continues to be comfortable. During the year under review, the company has taken term loan for capacity expansion and for setting up BPO in Panchkula Technology Park, Haryana, the revenue from these two projects will commence from the Financial Year 2014-15, which will further strengthen the leverage of the company. The net-worth as at 31st March 2013 improved to Rs. 27.84 crores from Rs. 23.75 crores.

During the year under review, CARE has assigned ''Triple B Minus'' rating on the Company''s Long term bank facilities at ''CARE BBB-'' and assigned ''A Three'' rating on the short term bank facilities at ''CARE A3''

DIVIDEND

In view of the expansion and investment strategies of the Company, your directors do not recommend any dividend for the year under review.

FUTURE OUTLOOK

We have strong belief in our people and we are confident with the growing popularity of the company''s brand and support from its employees and stake-holders the company will set up new standards.

The Indian real estate sector plays a significant role in the Country''s economy. The real estate is second only to agriculture in terms of employment generation and contributes considerably towards GDP. According to a study, the real estate is expected to grow rapidly due to improvement in affordability and availability of housing finance.

Since cement, plywood, laminate and steel related products are essential part of construction right from initial brick to final stage of furnishing; the demand for these products is directly related to the growth of infrastructure and real estate sector, the demand for company''s products is expected to remain buoyant.

Your Directors are confident of achieving better results in the coming years.

EXPANSION

Considering buoyant demand for the products and to improve the market share, the Board of Directors of the company has approved for enhancement of capacity from 48,00,000 to 64,00,000 sheets per annum. The project requires total estimated capital outlay of Rs.15.33 crore and the expansion is carried out at its existing location. The company has taken Term Loan for Rs. 11.50 crore for this project. The project has started in the year 2012-13 and is almost complete in all aspects. The commercial production is likely to commence by the end of this calendar year.

The Board of Directors has approved to diversify in the service sector, for BPO activities, at an estimated capital outlay of Rs.33.14 crore. The company has taken Term loan of Rs. 21.00 crore for the project. Haryana State Industrial Infrastructure Development Corporation (HSIIDC) has allotted 5572 Sq. mts. Of Land At Panchkula Technology Park, Haryana for Setting up BPO.

CAPITAL STRUCTURE

There was no change in the capital structure during the period.

DIRECTORS

In accordance with the provisions of Section 2516(1) of the Companies Act, 1956 and Articles of Association of the Company, Mr. Satpal Garg retire by rotation at the company''s forthcoming annual general meeting and, being eligible offer themselves for re-appointment.

The company has received a notice in writing under Section 257 of the Companies Act, 1956, proposing the appointment of Mr. Satpal Garg for the office of director of the company liable to retire by rotation. Necessary resolution is placed for approval of members in this respect.

None of the directors is disqualified under provisions of Section 274(1)(g) of the Companies Act,1956.

DIRECTORS RESPONSIBILITY STATEMENT

In accordance with the provisions of Section 217 (2AA) of the Companies Act, 1956 ("the Act"), your directors confirm that:

(i) in preparation of the annual accounts for the year ending 31st March 2013, the applicable accounting standards have been followed;

(ii) 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 for the year ended 31st March, 2013 and the profit for that year;

(iii) the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies 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.

AUDITORS

M/s Sunil K Sood & Co., Chartered Accountants, the statutory Auditors, hold office until the conclusion of the ensuing Annual General Meeting and being eligible to offer themselves for reappointment. The Company has received a letter from them to the effect that the re- appointment, if made, would be within the prescribed limits under Section 224(1-B) of the Companies Act, 1956 and they are not disqualified for such re-appointment within the meaning of Section 226 of the said Act.

The Notes of Financial Statement referred to in the Auditors Report are self-explanatory and therefore does not required any further clarification.

COST AUDITORS

Pursuant to Order No. F.No.52/26/CAB-2010 dated 30.06.2011 issued by the Central Government in terms of the provisions of Section 233B of the Companies Act, 1956, the board for the Financial Year 2013-14, has appointed C.L.Bansal & Associates, Cost Accountant, a practicing Cost Accountant, as Cost Auditor of the company. The appointment has been approved by Central Government.

PUBLIC DEPOSITS

The Company has not accepted any deposits from the public under Section 58A of the Companies Act, 1956.

HEALTY, SAFETY AND ENVIORMENT PROTECTION

The company has complied with all applicable environment and labour laws. The company continues to be certified under ISO 9001: 2000 certification for complete range of laminates manufactured.

INDUSTRIAL RELATION

During the year under review, industrial relations in the company remain cordial and healthy at all levels. The directors wish to place on record their appreciation for the excellent co-operation received from employees at all levels.

PARTICULARS OF EMPLOYEES

The particulars of employees who were in receipt of remuneration in excess of the limits prescribed under Section 217(2A) of the Companies Act,1956, read with the Companies (Particulars of Employees ) Rules 1975,as amended from time to time is ''Not Applicable'' as no employee is in receipt of remuneration in excess of the limits prescribed under this Section.

DIRECTORS WITH MATERIALLY SIGNIFICANT ,PECUNIARY OR BISINESS RELATION WITH THE COMPANY.

Note to Financial Statement furnishes the transaction with related parties, as stipulated under Accounting Standard- 18(AS-18) .Apart form aforesaid related party transactions, there are no transaction of material nature with the Directors/or their relatives, Which may have a potential conflict with the interest of the Company.

ACKNOWLEDGEMENT

The Board wishes to take this opportunity to thank its employees for their dedicated service and firm commitment to give the goals of the company.

The Board also wishes to place on record its sincere appreciation for the wholehearted support from shareholders, customers, vendors, bankers, and all other business associates for their support and cooperation during the year.

By Order of the Board,

For Stylam Industries Limited

Sd/-

Place: Chandigarh Jagdish Gupta

Date: 4th September, 2013 Managing Director


Mar 31, 2012

The Directors are pleased to present the 21st Annual Report together with Audited statement of Accounts for the year ended 31st March, 2012.

FINANCIAL RESULTS

The Financial performance of the Company for the year ended 31st March 2012 is summarized below:

(Rs. in Lacs)

FY 2011-12 FY 2010-11

Profit before depreciation and amortisation 1,056.30 757.88 expenses, Finance Costs and tax expenses

Less :

Finance Costs 355.37 66.78

Depreciation 282.22 159.78

Profit Before tax 418.70 531.32

Less :

Current Tax 115.22 110.24

Deferred Tax 21.89 45.47

Profit for the year 281.58 375.61

Less :

Final Dividend for FY 2009-10 54.87

Corporate Dividend on Final Dividend for FY 2009-10 9.11

Transferred to General Reserve 281.58 311.62

OPERATIONS

During the year under review, your company has achieved a turnover of Rs.10417.32 Lacs as compared to the previous year's turnover of Rs. 8315.14 Lacs. Profit before tax was 418.70 Lacs. The Company is making continuous efforts to retain its market share through certain strategic market interventions.

EXPORTS

During the FY 2011-12, the company has exported goods worth Rs. 7519.31 lacs net of excise duty, which is higher by 28.05% than previous FY 2010-11 export worht Rs. 5872.23 lacs. The company has earned export incentives worth Rs. 280.44 lacs on export sales during the FY 2011-12 as compared to previous FY 2010-11 of Rs. 354.00 lacs. Export incentives are lower during FY 2011-12 due to sunset of DEPB scheme w.e.f. 30.09.2011.

DIVIDEND

In view of the expansion and investment strategies of the Company, your directors do not recommend any dividend for the year under review.

CAPITAL STRUCTURE

There was no change in the capital structure during the period.

DIRECTORS

In accordance with the articles of association of the company, Sh. Mahavir Singh retire by rotation at the company's forthcoming annual general meeting and, being eligible offer themselves for re-appointment.

ACKNOWLEDGEMENT

Your Directors thank all the employees for their sincere efforts, active involvement and devoted services rendered.

Your Directors thank the shareholders of the Company for the confidence reposed in the Management of the Company.

You Directors place on record their gratitude to the Customers, Suppliers, company's Bankers and Financial Institutions for their support and cooperation during the year under review.

By Order of the Board,

For Stylam Industries Limited

Sd/-

Place: Chandigarh Jagdish Gupta

Date: 4th July, 2012 Chairman-cum-Managing Director


Mar 31, 2010

The Directors have great pleasure in presenting the 19th Annual Report together with Audited statement of Accounts for the year ended 31st March, 2010.

FINANCIAL RESULTS

The Financial performance of the Company for the year ended 31st March 2010 is summarized below:

(Rs. In Lacs)

PARTICULARS Year Ending 31st Year Ending 31st

March 2010 March 2009

Sales & other Income 6,479.68 5,506.14

Profit before Interest, Depreciation, Tax & 709.79 511.95

Amortisation

Less: - Interest 125.90 131.44

- Depreciation 138.78 134.10

- Amortisation - -

Profit before Tax 445.11 246.41

Add : -Profit/(Loss) on sale of Assets (7.66) (1.28)

-Prior Perid Adjustment 9.27 (0.13)

446.72 245.00

Less: - Previous Year Tax - 0.05

- Provision for Current Year Tax 170.77 86.66

- Provision for Deferred Tax (24.17) 0.22

Profit after Tax 300.12 158.07

Less: - Interim Dividend 54.87 -

- Dividend Distribution Tax 9.42 -

Current Year Profit Available for Appropriation 235.83 158.07

Amount B/F from Previous year 967.28 732.14

Profits available for Appropriations 1,203.11 890.21

Add: Excess Depreciation Charged During - 79.09

Previous Years

Less: Depreciation on Interest Capitalised 33.16 2.02

Balance carried forward to Balance sheet. 1,169.95 967.28

Turnover and Profits

Your company has achieved a turnover of Rs. 6479.68 Lacs as compared to the previous years turnover of Rs. 5506.14 Lacs. Profit before tax was Rs. 445.11 Lacs. This is due to imbalance in demand and supply; however the Company is making continuous efforts to retain its market share through certain strategic market interventions.

Exports

During the year, your Company has exported goods worth Rs. 4677.09 Lacs, which is higher by 11.65% than previous year. The Company has earned Export Incentives worth Rs. 209.28 Lacs on Export Sales.

Dividend

Your Company has given the interim dividend to the shareholders at the rate of 7.5 % of Share Capital i.e. Rs 0.75 /-per Share for the financial year 2009-10. For that provision of Rs.54, 87,150 of Interim Dividend and Rs. 9,32,541 Corporate Dividend Tax on Interim Dividend in profit and loss account be made. Now the company is recommending Final Dividend for that year at the rate of 7.5 % of Share Capital.

Capital Structure

There was no change in the capital structure during the period.

Subsidiary, Golden Netsoft Private Limited

The statement pursuant to Section 212 of the Companies Act, 1956 containing details of the subsid- iary Company forms part of the Annual Report.

Directors

In accordance with the articles of association of the company, Sh. Jagdish Gupta & Sh. Satish Gupta retire by rotation at the companys forthcoming annual general meeting and, being eligible offer them- selves for re-appointment.

Management Discussion and Analysis Report

Management Discussion and Analysis Report as required under the listing agreement with the Stock exchanges is enclosed and form part of this director report.

Auditors

M/s Sunil K Sood & Co., Chartered Accountants, the Companys Auditors, retire at the ensuing Annual General Meeting and being eligible offer themselves for reappointment. The Company has received letters from them to the effect that their appointment, if made, would be within the prescribed limits under Section 224(1-B) of the Companies Act, 1956.

Conservation of Energy, Technology Absorption and Foreign Exchange Earnings/ Outgoings: The information relating to Conservation of Energy, Technology Absorption and Foreign Exchange Earning and outgo as required under Section 217(1) (e) of the Companies Act, 1956, read with the Companies (Disclosure of particulars in the Report of Board of Directors) Rules, 1988 is annexed and form part of this report.

Human Resources

The Company continued to have cordial relationship with the employees. Employees are continuously sponsored for various external programmes and seminars.

Statement of particulars of Employees under Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars or Employees) Rules, 1975 is NIL.

Corporate Governance

The company has complied with the mandatory provisions of the Corporate Governance as prescribed in the Clause 49 of the listing agreement with the stock exchanges. A separate report on Corporate Governance is included as a part of the Director report along with the Auditors Certificate on is compli- ance.

Directors Responsibility Statement

In accordance with the provisions of Section 217 (2AA) of the Companies Act, 1956 ("the Act"), your directors confirm that:

(i) in preparation of the annual accounts for the year ending 31st March 2010, the applicable ac- counting standards have been followed;

(ii) 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 for the year ended 31st March, 2010 and the profit for that year;

(iii) the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies

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 going concern basis.

Acknowledgement

Your Directors thank all the employees for their sincere efforts, active involvement and devoted ser- vices rendered.

Your Directors thank the shareholders of the Company for the confidence reposed in the Management of the Company.

Your Directors place on record their gratitude to the Customers, Suppliers, companys Bankers and Financial Institutions for their support and cooperation during the year under review.

On behalf of the Board

-Sd- Jagdish Gupta Chairman

Chandigarh Dated : 4th, August, 2010

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