PDF processed with CutePDF evaluation edition · Shri Sudeep Chitlangia Managing Director Chief...
40
PDF processed with CutePDF evaluation edition www.CutePDF.com
Transcript of PDF processed with CutePDF evaluation edition · Shri Sudeep Chitlangia Managing Director Chief...
Remember! The more DURO Plywood and Blockboard you use, themore you help keep our forests green. Surprised? One unit volumeof plywood serves the purpose of two unit volumes of sawn timber!This means using plywood reduces the pressure on the demand forsawn wood by over 200% thus conserving our forest resources! Sogo on! Plant your share of trees and help keep our nation green.Easier still, use DURO Plywood and Blockboard.
DU
~"l'eo--Sarda Plywood Industries Ltd.
4th Floor, North Block, 113 Park Street, Kolkata 700 016Phone: (033) 22652274 Fax: (033) 22493675 E-mail: [email protected]
Toll Free Number: 1800-345-DURO(10am - 6am Monday-Friday)
www.sardaplywood.in
~
Sarda Plywood Industries LimitedBoard of DirectorsShri Sujit ChakravortiDr. Kali Kumar ChaudhuriShri Ratan Lal GaggarShri Naresh PachisiaShri Probir Roy
Shri Sohan Lal YadavWhole-time Director
Shri Sudeep ChitlangiaManaging Director
Chief Financial Officer &Company SecretaryShri B.L. Mundhra
BankersUnited Bank ofIndiaState Bank of India
AuditorsG.P. Agrawal & Co.Chartered Accountants
Registered Office9, Parsee Church StreetKolkata -700 001
Corporate OfficeNorth Block, 4th Floor113 Park StreetKolkata - 700 016
Co~tentsNoticeDirectors' ReportManagement Discussion & Analysis ReportCorporate Governance ReportAuditors' ReportBalance Sheet and Statement of Profit & Loss AccountCash Flow StatementNotes to AccountsAttendance Slip/Proxy Form
Page Nos.02-0304-07
0809-1415-1718-19
2021-34
35
4Sarda Plywood Industries Limited
Notice to the MembersNOTICE is hereby given that the 56th Annual General Meeting ofSARDAPLYWOOD INDUSTRIES LIMITEDwill be held at The Far Pavilion, Tollygunge Club Limited, 120, Deshapran Sasmal Road, Kolkata- 700033 onFriday, the 27th September 2013 at 11.00 A.M to transact the following business:
ORDINARY BUSINESS1. To consider and adopt the Profit & Loss Account for the year ended 31 st March, 2013 and Balance Sheet as
at that date, together with Directors' and Auditors' Reports thereon.
2. To appoint a Director in place of Shri Naresh Pachisia who retires by rotation, and being eligible, offershimself for re-appointment.
3. To appoint a Director in plaoe of Dr. Kali Kumar Chaudhuri who retires by rotation, and being eligible,offers himself for re-appointment.
4. To appoint Auditors and fix their remuneration and for this purpose, to consider and if thought fit, to passwith or without modification the following resolution:"RESOLVED that Messrs G. P. Agrawal & Co., Chartered Accountants be and are hereby re-appointed asAuditors of the Company from the conclusion of this Annual General Meeting till the conclusion ofthe nextAnnual General Meeting at such remuneration as may be determined by the Board of Directors."
5. To appoint Branch Auditors and fix their remuneration and for this purpose, to consider and if thought fit, topass with or without modification the following resolution:
"RESOLVED that pUrsuant to Section 228(3) of the Companies Act, 1956, Messrs Grover Dinesh &Associates, Chartered Accountants be and are hereby re-appointed as Branch Auditors of the Companyfor auditing the books of accounts maintained by the Delhi Branch of the Company from the conclusion ofthis Annual General Meeting till the conclusion of the next Annual General Meeting. at such remunerationas may be determined by the Board of Directors."
Registered Office:9, Parsee Church StreetKolkata - 70000129th May, 2013
B.L. MUNDHRAChief Financial Officer &Company Secretary
NOTES1. A MEMBER ENTITLED TO ATTEND AND VOTE AT THE ABOVE MEETING IS ENTITLED TO
APPOINT ONE OR MORE PROXIES TO ATTEND AND VOTE INSTEAD OF HIMSELF AND THEPROXY NEED NOT BE A MEMBER. PROXY FORM MUST REACH THE COMPANY'S REGISTEREDOFFICE AT LEAST 48 HOURS PRIOR TO THE TIME OF HOLDING THE MEETING.
2. Register of the Members and the Share Transfer Books of the Company will remain closed from 21 st
September 2013 to 27th September 2013 (both days inclusive).3. Unclaimed/unpaid dividend for the financial year 2005-06 is due for transfer to the Investor Education and
Protection Fund established by the Central Government under Section 205C of the Companies Act, 1956 onor after 20th October 2013. Those shareholders who have not yet claimed the Dividend for the financial year2005-06 are requested to contact the Registrar and Share Transfer Agents immediately.
4. Members are requested to intimate change in their addresses, if any, to the Registrar and Share TransferAgents in respect of equity shares held in physical mode and to their depository participants (DPs) in respectof shares held in dematerialised form.
5. Members, who are desirous of receiving communications from the Company over email instead of physicaldocuments, are requested to kindly register their.email address with their depository participants, if theshares are held in dematerialized form and with the Registrars and Share Transfer Agents, if the shares areheld in physical form.
Sarda Plywood Industries Limited ~Notice (Contd.)6. Members seeking any information with regard to Accounts are requested to write to the Company at an early
date so as to enable the management to keep the information reidy.
7. As an austerity measure, copies of the Annual Report will not be distributed at the Annual General Meeting.Members are requested to bring with them their copy of the Annual Report at the Annual General Meeting.
8. MembersIProxies are requested to bring the attendance slips with them duly filled in and hand over the sameat the entrance of the meeting hall. MembersIProxies are also requested to carry photo identity card and toproduce the same on demand.
9. MembersIProxies are requested to reach the venue well in advance and to complete registration formalitiesbefore the time fixed for start of the ·meeting.
10. A brief resume of the Directors, proposed to be re-appointed -
. Name of Director Shri Naresh Pachisia Dr. Kali Kumar ChaudhuriDate of Birth 26th September 1962 i8th September 1945Date of appointment 16th Seprernber2005 24th January 2006 .
Qualification B.Com., C.F.P. M.Sc. Phd.Experience 31 years 40 yearsOther Directorships (l) Diana Tea Company Ltd. (1) Manakshia Ltd.
.(2) Electrosreel Steel Ltd. (2) Rail Vikas Nigam Ltd .(3) Gillanders Arbuthnot & Co. Ltd.(4) Linc Pen & Plastics Ltd.(5) Murlidhar Ratanlal Exports Ltd ..(6) Mallcorn (India) Ltd.(7) SKP Commodities Ltd.(8) SKP Securities Ltd.(9) SKP Insurance Brokers &Advisors Pvt. Ltd.
Committee Memberships in (1) Diana Tea Company Ltd. (1) Manakshia Ltd.other Companies - Audit Committee - Audit Committee.
- Remuneration Committee - Remuneration &- Share Transfer Committee Selection Committee.
(2) Electrosreel Steel Ltd. (2) Rail Vikas Nigam Ltd.• Audit Committee - Audit Committee .- Remuneration Committee - Remuneration and- Share Transfer & Investor CSR & SustainabilityGrievance Committee Committee.
- IPO Committee- Allotment Committee
(3) Gillanders Arbuthnot & Co. Ltd.- Audit Committee
(4) Linc Pen & Plastics Ltd.- Audit Committee.- Remuneration Committee- Share Transfer Committee
(5) SKI' Securities Ltd .. Audit Committee- Remuneration Committee- Shareholders' /Investors.Grievance Commitree
Number of shares held in the Nil NilCompany
Registered Office:9, Parsee Church StreetKolkata - 700 00129th May, 2013
B. L. MUNDHRAChief Financial Officer &Company Secretary .
~ Sarda Plywood Industries Limited
Directors' Report to the MembersYour Directors have pleasure in submitting their 56th Annual Report together with the Audited Accounts for theyear ended 31 st March 2013.
(~in lacs)Year ended Year ended31.03.2013 31.03.2012
114.16 753.53157.14 154.75271.30 908.28(84.44) (339.77)
__ 0_.0_3 0.26186.89 568.77
Gross LossAdd : Depr~ciation and amortization expensesLoss before TaxationAdd : Provision for deferred taxAdd : TaXation for earlier yearsNet Loss
During the year under review, the Company has achieved a gross turnover of~204.07 Crores as against ~180.76Crores in the preceding financial year, an increase of 12.90% and has incurred a net loss of~I.87 Crores as againsta net loss of~5.69 Crores in the preceding year.
Overall slow down in the Indian economy, more particularly, in the housing and infrastructure sector, continuedduring the year 2012-13 resulting into lower than expected growth in the demand for the Company's products.Higher inputs costs, high rate of interest, increased borrowing and volatile foreign exchange rates affected theprofitability of the Plywood Division of the Company. In spite of adverse operating conditions, the Company hasbeen able to substantially reduce its losses due to improved cost management. During the year under review, teaproduction was lower as compared to the previous year due to lower availability of green leaf. However, in spiteof lower production, the performance of the Tea Division of the Company was satisfactory.
In view of losses incurred by the Company, the Directors regret their inability to recommend any dividend for theyear ended 31st March 2013.
PREFERENTIAL ISSUE
During the year, the Company allotted 2,25,000 Equity Shares of~IO/- each at a premium of~24.56/- per shareas fully paid up to a promoter group company upon exercise of the option ~ttached to the Convertible Warrantsissued to them in the preceding financial year on preferential basis in accordance with SEBI (Issue of Capital andDisclosure Requirements) Regulations, 2009. The above said 2,25,000 Equity Shares rank pari:·passu with theexisting equity shares of the Company and are subject to lock-in-period of three years from the date of allotment.
Dr. Samares Kumar Chanda resigned from the Directorship I Chairmanship of the Company with effect from 151
October 2012. The Directors place on record their appreciation of the services rendered by him during his tenureas Director I Chairman of the Company.
Shri Naresh Pachisia and Shri Kali Kumar Chaudhuri retire by rotation, and being eligible, offer themselves forre-appointment.
ENERGY, TECHNOLOGY AND FOREIGN EXCHANGE
The particulars required under Section 217(1)( e) of the Companies Act, 1956 read with the Companies (Disclosureof Particulars in the Report of the Board of Directors) Rules, 1988, are set out in Annexure-I forming part of thisReport.
Sarda Plywood Industries Limited 4.Directors' Report (Contd.)EMPLOYEES
No employee of the Company is covered under Section 217(2A) of the Companies Act, 1956.
CORPORATE GOVERNANCE
A Managt;ment Discussion and Analysis Report and a Report on Corporate Governance along with the certificateof the Auditors, Messrs G.P. Agrawal & Co., confirming compliance of the conditions of corporate governance, asstipulated under Clause 49 of the Listing Agreement are annexed.
STOCK EXCHANGE LISTING
The Equity Shares of the Company are listed at the Bombay Stock Exchange Limited. The Company confirmspayment oflisting fee to the Bombay Stock Exchange Limited for the year 2013-2014.
AUDITORS
Messrs G.P. Agrawal & Co., Chartered Accountants, Statutory Auditors of the Company, retire at the conclusionof the ensuing Annual General Meeting and being eligible have offered themselves for re-appointment.
Messrs Grover Diriesh & Associates, Chartered Accountants, Branch Auditors for Delhi Branch of the Company,retire at the conclusion of the ensuing Annual General Meeting and being eligible have offered themselves forre-appointment.
. DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956, with respect to Directors'responsibility statement, it is hereby confirmed:
(i) That in the preparation of the accounts for the year ended 31"1March 2013, the applicable accountingstandards have been followed;
(ii) That the Directors have selected such accounting policies and applied them consistently and madejudgements and estimates that were reasonable and prudent so as to give a true and fair view of the state ofaffairs of the Company at the end of the financial year and of the profit of the Company for the year underreview;
(iii) That the Directors have taken proper and sufficient care for the maintenance of adequate accounting recordsin accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Companyand for preventing and detecting fraud and other irregularities;
(iv) That the Directors have prepared the accounts for the year ended 31"1March 2013 on a 'going concern'basis.
Your Directors record their appreciation for the assistance and continued support extended to the Company bythe Financial Institutions, Banks, Customers, Suppliers, various Government authorities and shareholders. YourDirectors also place on record their appreciation of the contribution made by the employees at all levels.
Registered Office:9, Parsee Church Street,Kolkata - 70000 IDated: 29th May 2013
sunT CHAKRAVaRTIDirector
SUDEEP CHITLANGIAManaging Director
4Sarda Plywood I~dustriesLimitedDirectors' Report (Contd.)
ANNEXURE - I TO DIRECTORS' REPORT FOR THE YEAR ENDED 31sT MARCH, 2013.
Information under Section 217(1)(e)' of the Companies Act, 1956 read with Companies (Disclosure ofParticulars in the Report of Board of Directors) Rules, 1988 and forming part of Directors' Report.
(A) CONSERVATION OF ENERGYa) Energy conservation measures taken: Energy conservation, wherever possible, have already
been implemented and there are no major areas where further energy conservation measures can betaken. However, efforts to conserve and optimize the use of energy through improved operationalmethods and other means will continue.
b) Form-A in respect of tea operations is enclosed.
(B) TECHNOLOGY ABSORPTION(c) Efforts made in technology absorption as per Form B: Form B is enclosed.
(C) FOREIGN EXCHANGE EARNINGS AND OUTGO(d) Efforts: The Company has not exported any of its products during the year.(e) Earnings and Outgo : ~ in Lacs)
(i) Foreign exchange earnings NIL(ii) Foreign exchange outgo (imports and
other expenditure in foreign currency) 6843.99
• FORM-A(See rule 2)
(For Bought Leaf Tea Processing Factory)Disclosure of particulars with respect to conservation of energy
A. POWER AND FUEL CONSUMPTION2012-2013 2011-2012
1. Electricity(a) Purchased
Unit Kwh 509360 486540Total amount ~ 4583758 4148472Rate/unit ~/Kwh 9.00 8.53
(b) Own generation(Through gas generator)Unit Kwh 1047400 1316230Unit per SCUM of natural gas Kwh/SCUM 2.29 2.06Cost/unit ~/Kwh 4.71 4.40
2. Natural GasQuantity SCUM 947451 1130429Total cost ~ 9533462 9616990Rate ~/SCUM 10.06 8.51
B. CONSUMPTION PER UNIT OF PRODUCTION
Electricity KwhlKg. 0.78 0.72Natural Gas SCUM/Kg. 0.47 0.45
6
Sarda Plywood Industries Limited 4FORM-B(See rule 2)
Disclosure of particulars with respect to technology absorptionI. Research and Development
1. Specific Areas Efforts are being taken for improving input!output ratio, optimization of equipment efficiencyand improvement in quality.
2. Benefits derived Improvement in quality and cost optimization.3. Future plan of action Efforts would be taken for further improvement in
quality and capacity utilization.4. Expenditure on R & D It has not been accounted for separately.
The process technology has been upgraded,wherever required.Efficient plant operation resulting into improvedquality at optimum cost.
3. Particulars of technologyimported during the last five years
Registered Office:9, Parsee Church Street,Kolkata -700001Dated: 29th May 2013
SUJIT CHAKRAVaRTIDirector
SUDEEP CHITLANGIAManaging Director
4.Sarda Plywood Industries LimitedManagement Discussion and Analysis RepQrt
OverviewSarda Plywood Industries Limited is one of the key players in the plywood industry with a wide distribution networkspread across the country. The company's DURO range of products are well known for its superior quality and commandspremium in the market. The company also owns a bought leaf CTC tea processing factory in Assam.PlywoodSegment Revenue during the year under review increased to ~158.41 Crores from ~143.26 Crores thereby registeringa growth of 10.58%. Plywood Division of the Company has earned profit before tax and interest of~1.10 Crores asagainst loss before tax and interest of~5.32 Crores in the preceding year.Although slow down in the Indian economy, particularly in the housing and infrastructure sector, continued during theyear 2012-13, the Company has been able to improve the turnover of its Plywood Division. Further the Division hasalso improved its operating margin by better cost management. .In spite of presence of the unorganized sector in the plywood industry in a major way, it is expected that the demandfor branded products from organized sector will continue to grow. Expected increase in Government spending, fallinginflation and interest rates is expected to provide momentum to growth in the Indian economy and the Company is fullygeared to take advantage of the improved economic conditions. The Management does not foresee any significant threatto the industry and/or Company from any product and/or sector. However, volatile foreign exchange rates and risinginput and other costs continue to be matters of concern and the management is taking all possible steps to minimize theaforesaid risks.TeaDuring the year under review, tea production was lower due to lower availability of green leaf. However, segmentrevenue during the year increased to ~25.83 Crores as against ~23.68 Crores in the preceding financial year due tobetter sales realisation. Segment profit before tax and interest also increased to ~1.58 Crores from ~1.49 Crores in thepreceding financial year. Performance of the Tea Division depends upon availability of adequate green leaf at reasonableprices, which in turn, depends upon weather conditions. Besides adequate availability of green leaf, the Managementdoes not foresee any significant risk to its tea operations. Continuous efforts are being taken for procurement of qualitygreen leaves at competitive prices.The outlook for the tea industry looks positive in the coming years and the Management does not foresee any significantthreat to the industry and/or to the Company.Internal Control system and their adequacyInternal Control Systems of the Company are well defined and are commensurate with the size of the Company andnature of its business. There has not been any significant case of failure of Company's internal control systems. Regularinternal audits are conducted by the Internal Auditors of the Company and internal audit reports are placed beforethe Audit Committee of the Board. Based upon the findings and/or suggestions of the Internal Auditors, correctiveactions are taken wherever required. However, improvement of the systems and processes is a continuous affair and theManagement will continue to adopt improved systems and/or processes as and when deemed necessary.Financial PerformanceDuring the year under review, the gross turnover ofthe Company has increased to ~204.07 Crores from ~180. 76 Croresduring the preceding financial year registering a growth of 12.90%. The Company has incurred a net loss of ~1.87Crores as against a net loss of~5.69 Crores in the preceeding year. In view of the loss incurred by the Company, theBoard of Directors did not recommend any dividend.Human ResourceThe Company believes that a strong and efficient workforce is key to achieve good results. Continuous training tprogrammes are organized for the development and upgradation of knowledge and skills ofthe employees at all levels. :The performance of the employees is measured using transparent performance management system. Cordial Industrial!relations prevailed across the Company during the year under review. The total manpower strength as on 315t March !2013 was 972.CAUTIONARY STATEMENTStatement in the" Management Discussion and Analysis" section describing the Company's objectives, projections, Iestimates, expectations orpredictions may be 'forward looking statements' within the meaning of applicable securities II
laws and regulations. Actual result could differ materially from those expressed or implied. Important factors thatcould make a difference to the Company's operations include global and Indian demand supply eonditions,jinished .,goods prices, feedstock availability and prices, cyclical demand and pricing in the Company's principal markets, .•changes in Government regulations, tax regimes, economic developments within India and other factors such as any' ..litigation and/or labour negotiations. I
Sarda Plywood Industries Limited 4Report on Corporate Governance1. COMPANY'S PHILOSOPHY ON CORPORATE GOVERNANCE
The Company is committed to the highest standard of Corporate Governance and over the years, your Companyhas complied with these standards emphasizing on transparency, accountability and integrity.·
2. BOARD OF DIRECTORSa) Composition of the Board
The Board consists of seven Directors comprisingOne Managing DirectorFive Non-Executive Independent DirectorsOne Executive Director
None of the Directors are related to any other Director of the Company.b) Board Meetings held during the year ended 31st March 2013
During the year under review four Board Meetings were held on 29th May 2012, 13th August 2012, 9th
November 2012 and 14th February 2013.c) Attendance at Board Meetings and at the lastAGM
Number of Board Attendance atName of Director Category of Directorship Meetings lastAGM
Held AttendedDr. Samares Kumar Chanda * Non-Executive Chairman 2 2 Yes
(Independent)Dr. Kali Kumar Chaudhuri Non-Executive & Independent 4 4 NoShri Suiit Chakravorti Non-Executive & Independent 4 4 YesShri Sudeep Chitlangia Managing Director 4 4 YesShri Ratan Lal Ga~ar Non-Executive & Independent 4 3 NoShri Naresh Pachisia Non-Executive & Independent 4 4 NoShri Probir Roy Non-Executive & Independent 4 4 NoShri Sohan Lal Yadav Wholetime Director 4 - No
* Resigned with effect from 151 October 2012.
d) Number of other Directorships or Board Committees of which Director is a Member / ChairmanNo. of Directorship(s) No. ofMembership(s) No.ofChairmanship(s)
Name in other Public Limited in other Board in other BoardCompanies Committees # Committees #
Dr. Kali Kumar Chaudhuri 2 2 NoneShri Sujit Chakravorti 5 5 3Shri Sudeep Chitlangia 3 None NoneShri Ratan Lal Ga~~ar 11 7 NoneShri Naresh Pachisia 8 7 NoneShri Probir Roy 4 None NoneShri Sohan Lal Yadav None None None
# Only membership of Audit Committee and Shareholders Grievance Committee have been Ct>nsideredwhile calculating the number of membership / chairmanship in other Board Committees ..
3. AUDIT COMMITTEEa) Composjtion of the Committee
The Audit Committee comprises of three Non-Executive Directors, all of whom are IndependentDirectors. The names of the members of the Committee are Shri Sujit Chakravorti (Chairman of theCommittee), Shri Ratan Lal Gaggar and Shri Probir Roy. The Managing Director is permanent invitee inall meetings of the Committee. The Company Secretary acts as the Secretary to the Committee.
-4 Sarda Plywood Industries Limited
Report on Corporate Governance (Contd.)Audit Committee Meetings held during the year ended 31st March 2013 . •During the year under review, four Audit Committee Meetings were held on 29th May 2012, 13th August2012, 9th November 2012 and 14th February 2013.Attendance at the Audit Committee Meetings
Name of Director No. of Meetin s heldShri Su'it Chakravorti 4Shri Ratan al Ga 4Shri Probir 0 4
Terms of Reference~e terms of reference of Audit Committee are as laid out in Clause 49 of Listing Agreement.
REMUNERATION COMMITTEEa) Composition of the Committee
The Remuneration Committee comprises of three Non-Executive Directors, all of whom are IndependentDirectors. The names of the members of the Committee are Dr. Kali Kumar Chaudhuri (Chairman of theCommittee), Shri Ratan L~l Gaggar and Shri Sujit Chakravorti.
b) .Remuneration Committee Meeting held during the year ended 31st March 2013During the year under review, one Remuneration Committee Meeting was held on 5th April 2012.Attendance at the Remuneration Committee Meeting
No. of Meet in434
Name of Director No. of Meetings held No. of Meetings attendedDr. Samares Kumar Chanda * I IShri Ratan Lal Gaggar . I IShri Sujit Chakravorti I IDr. Kali Kumar Chaudhuri# Nil' Nil
* Ceased to be a member with effect from I" October 2012# Appointed as a member with effect from 9th November 2012
Terms of Reference:The terms of reference of Remuneration Committee are to recommend/review the remuneration packageof the Managing/Whole-time Directors, based on performance.
Details of remuneration to Directors
Name Salary & Perks Sitting Fees Total~ ~ ~
Dr. Samares Kumar Chanda - 28500 28500Dr. Kali Kumar Chaudhuri - 45000 45000Shri Suiit Chakravorti . - 76000 , 76000Shri Sudeep Chitlangia 3380036 - . 3380036Shri Ra1anLal G~ar - 63500 63500Shri Sooan La! Yadav 2890080 - 2890080Shri Naresh Pachisia - 40000 40000Shri Probir Roy - 70000 70000
Notes:(a) (i) Appointment of Shri Sudeep Chitlangia is for the period I st April 20 II to 31 st March 2014.
(ii) Appointment ofShri Sohan La! Yadav is for the period 1st April 2012 to 31" March 2015.(b) The Company does not have any' scheme for grant of stock options to its Directors or employees.
(c) The Company does not pay any commission or performance linked incentives to any of its Directors.
. Sarda Plywood Industries Limited&.-Report on Corporate Governance (Contd.)Shareholding of Non~Executive Directors •None of the Non~Executive Directors hold any shares in the Company.
S. SHAREHOLDERS'IINVESTORS' GRIEVANCE COMMITTEEa) Composition ofth! Committee
The Shareholders' /Investors' Grievance Committee consists of Dr. Kali Kumar Chaudhuri, Non~ExecutiveIndependent Director and Chairman of the Committee, Shri Ratan Lal Gaggar, Non-Executive IndependentDirector and Shri Sudeep Chitlangia, Managing Director. The Company Secretary acts as the Secretary tothe Committee.
b) Shareholders'lInvestors' Grievance Committee Meetings held during the year ended 31'1March2013During the year under review, three Shareholders' / Investors' Grievance Committee Meetings were heldon 1st June 2012, 2nd January 2013 and 30th March 2013.
c) Attendance at the Shareholders'!Investors' Grievance Committee Meeting
Name of Director No. of Meetings held No. of Meetings attended
Dr. Samares Kumar Chanda· 1 1
Shri Sudeep Chitlangia 3 2
Shri Ratan Lal Gaggar 3 2Dr. Kali Kumar Chaudhuri# 2 2
• Ceased to be a member with effect from 151 October 2012# Appointed as a member with effect from 9th November 2012
Compliance Officer
Shri B. L. Mundhra, Chief Financial Officer & Company Secretary is the Compliance Officer.
Shareholders' Complaints
During the year ended 315t March 2013, the Company received two complaints and it was replied/resolved tothe satisfaction of the shareholder. No complaints were pending at the beginning and at the closing of the yearexcept those under litigation, dispute or Court orders.
6. GENERAL BODY MEETINGS
Financial Location Date Time Number of specialYear resolutions passed.
2009~2010 The Far Pavilion, Tollygunge Club 29.09.2010 11.00AM. Two- Limited, 120, Deshapran SasmalRoad, Kolkata ~700 033
2010-2011 -do- 23.09.2011 11.00AM. Nil2011-2012 -do- 28.09.2012 11.00 AM. One
Notes:(i) No special resolution was passed through postal ballot during the year 2012-13.(ii) No special resolution is proposed to'be put through postal ballot in the ensuing Annual General Meeting.
7. DISCLOSURESa) The Company has entered into a few transactions with the related parties, the details whereof have been
given in notes to the accounts and which have been reviewed by the Audit Committee of the Company.However, these are not prejudicial to the interest of the Company.
b) .There were no instances of non-compliance nor have any penalties or strictures been imposed by anyStock Exchange or SEBI or any other statutory authority during the last three years on any matter relatedto the capital markets.
'/
4Sarda Plywood Industries LimitedReport on Corporate Governance (Contd.)
c) The Company has not adopted any whistle blower policy. No personnel were denied access to the AuditCommittee.
d) Management Discussion & Analysis, which has been reviewed by the Audit Committee of the Company,is a part of the Annual Report.
e) The Board has adopted a code of conduct for Directors and Senior Management of the Company and thesame has been posted on the Company's website. The declaration signed by the Managing Director· tothe effect that all Board members and Senior Management personnel have affirmed compliance with thecode forms part of the Annual Report.
t) The Managing Director and the Chief Financial Officer have submitted a certificate to the Board ofDirectors of the Company in connection with the matters specified in sub-clause V of clause 49 of theListing Agreement.
g) The Company has fulfilled the following non mandatory requirements as prescribed in Annexure ID ofClause 49 of the Listing Agreement :i) The Company has set up a Remuneration Committee, details whereof have been given in para 4
of this report.ii) Financial statements of the Company are unqualified.
8. MEANS OF COMMUNICATIONa) Quarterly results are normally published ,in the Financial Express in English and KalantarlNews BangIa
in Bengali.b) Latest quarterly financial results are displayed on its website www.sardaplywood.in.c) No presentations were made to institutional investors or analysts.
9. GENERAL SHAREHOLDER INFORMATIONI. Annual General Meeting
- Date and Time 27tl' September 2013 at I 1.00 A.M.- Venue The Far Pavilion, Tollygunge Club Limited
120, Deshapran Sasmal Road, Kolkata- 700033II. Financial Calendar for the year 2013-2014 .
Results for the first quarter - Second week of AugustResults for the second quarter - Second week of NovemberResults for the third quarter - Second week of FebruaryAnnual Audited Results - Last week of May
III. Book Closure Date 21st September 2013 to 27th September 2013 (both daysinclusive).
Iv. Dividend Payment Date Not ApplicableV. Listing on Stock Exchanges Bombay Stock Exchange Ltd.VI. Scrip Code 516003VII. Market Price Data f!'
Stock Prices on BSE SENSEXMonth Hil!h Low Hil!h Low
April 2012 23.20 19.75 17664.10 17010.16Mav2012 23.15 18.50 17432.33 15809.71June 2012 21.00 17.40 17448.48 15748.98Julv 2012 19.10 16.15 17631.19 16598.48AU2\lst2012 . 19.60 16.50 17972.54 17026.97Seotember 2012 22.35 19.30 18869.94 17250.80October 2012 21.00 18.80 19137.29 18393.42November 2012 27.55 19.00 19372.70 18255.69December 2012 28.40 21.60 19612.18 19149.03Januarv 2013 28.50 20.55 20203.66 19508.93Februarv 2013 28.70 21.70 19966.69 18793.97March 2013 26.75 15.65 19754.66 18568.43
12
Sarda Plywood Industries Limited 4-Report on Corporate Governance (Contd.)
VIII. Share Transfer System
MIs. Maheshwari Datamatics Private Limited are the Share Transfer Agents/Registrars (both for physicalas well as demat segments) of the Company. The Board of Directors of the Company has authorized ShriSudeep Chitlangia, Managing Director and Shri B. L. Mundhra, Chief Financial Officer & CompanySecretary of the Company to approve .all valid share transfer requests on regular basis and accordinglyall valid transfers are effected withiDli fortnight. Details Ofapproved share transfers are submitted to theShareholders' !Investors' Grievance Committee.
IX. Distribution of Shareholding as 9n 31 st March 2013
No. of sliares oHIO No. of %of No.ofshai"es Shareholding %each shaFeholders Shareholders held
1-500 6513 95.69 845916 18.72
501-1000 164 2.41 127625 2.83
1001-5000 91 1.34 181547 4.02
5001-10000 12 0.18 85999 1.90
10001-100000 19 0.28 885277 19.60
100001 & above 7 0.10 2391521 52.93
TOTAL 6806 100.00 4517885 100.00
Categories of Shareholders No. of shares held Percentage
Indian Promoters 2131301 47.18
Banks and Mutual Funds 10900 0.24
Bodies COI'DOrates 580200 12.84Individuals 1795484 39.74
Total 4517885 100.00
XI. Dematerialisation of sharesand liquidity
The Company's shares are available fordematerialisation with NSDL and CDSL. TheISIN allotted to the Company's Equity Shares isINE932DOIOIO. As on 31st March 2013,73.72% of theShare Capital has been dematerialised.
Not Applicable.
1. Tea UnitP.O. Jeypore - 786614Dist. Dibrugarh, Assam
2. Plywood Units
(a) P.O. Jeypore - 786614Dist. Dibrugarh, Assam
(b) Rajkot Gondal HighwayShapar - 360002, VeravalDist. Rajkot, Gujarat(Under License Agreement)
XII. Outstanding GDR/ADR/Warrants
XIII. Plant locations
~ Sarda Plywood Industries LimitedReport on Corporate Governance (Cont4 ..
Maheshwari Datamatics Pvt. Ltd. ~6 Mangoe Lane, Kolkata -700001Phone: (033) 2243 5029/2243 5809Fax: (033) 2248 4787E-mail: [email protected]
For and on behalf of the Boar1•••.
SUJIT CHAKRAVaRTI .DirectorRegistered Office:
9, Parsee Church Street,. Kolkata - 700001 SUDEEP CHITLANGIADated: 29th May 2013 Managing Director
AUDITOR'S CERTIFICATE 9N CORPORATE GOVERNANCE TOTHE l\IEMBERS OF SARDA PLYWOOD INDUSTRIES LIMITED
We have examined the compliance of conditions of Corporate Governance by Sarda Plywood Industries Limited for theyear ended 31st March 2013, as stipulated in Clause 49 of the Listing Agreement of the said Company with the StockExchanges.The compliance of conditions of Corporate Governance is the responsibility of the management. Our examinatiowas limited to procedures and implementation thereof, adopted by the Company for ensuring the compliance of theconditions of Corporate Governance. It is neither an audit nor an expression of opinion on the financial statements 0
the Company.In our opinion and to the best of our information and according to the explanations given to us, and the representationsmade by the Directors and the management, we certify that the Company has complied with the conditions of CorporateGovernance as stipulated in the above-mentioned Listing Agreement.As required by the Guidance Note issued by the Institute of Chartered Accountants of India, we have. to state that as perthe records maintained, there were no investor's grievances remaining unattended/pending for more than 30 days as at31st March, 2013 except those under litigation, disputes or court orders.We further state that such compliance is neither an assurance as to the future viability of the Company nor the efficiencyor effectiveness with which the management has.conducted the affairs of the Company.
7A, Kiran Shankar Ray RoadKolkata - 700 001The 29th May 2013
For G.P. AGRAWAL & CO.Chartered Accountants(F.R. No. 302082E)
CA. RAKESH KUMAR SINGH(Membership No. 66421)Partner
Kolkata29th May 2013
[SUDEEP CHITLANGIAjManaging Director
DECLARATION REGARDING COMPLIANCE BY BOARD MEMBERS ANDSENIOR MANAGEMENT PERSONNEL WITH THE COMPANY'S CODE OF CONDUCT
This is to confirm that the Boarq has adopted a Code of Conduct for its Directors and Senior Management of theCompany and the same is available on the Company's website.
I confirm that the Company has received from the Senior Management te;1mof the Company and the. Members of theBoard a declaration of compliance with the Code of Conduct, as applicable to them, during the financial year ended 31st
March 2013.
SardaPlywood Industries Limited ~---------------------------------------- -Independent Auditor's Report To The Members
7A, Kiran Shankar Ray RoadKolkata - 700001The 29th May 2013
Report on the financial statementsWe have audited the attached Balance,Sheet ofSARDAPLYWOOD INDUSTRIES LIMITED as at 31st March, 2013,the Statement of Profit and Loss and the Cash Flow Statement for the year ended on that date (in which are incorporatedthe accounts of Company's branch at Delhi audited by other Auditors) and a summary of significant accounting policiesand other explanatory information.Management's responsibility for the financial statementsManagement is responsible for the preparation ofthese financial statements that give a true and fair view of the financialposition, financial performance and cash flows of the Company in accordance with the Accounting Standards referredto in sub-section (3C) of section 211 of the Companies Act, 1956 (''the Act"). This responsibility includes the design,implementation and maintenance of internal control relevant to the preparation and presentation of the financialstatements that give a true and fair view and are free from material misstatement, "whether due to fraud or error.Auditor's responsibilityOur responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit inaccordance with the Standards on Auditing issued by the Institute of Chartered Accountants of India. Those Standardsrequire that we comply with etliical requirements and plan and perform the audit to obtain reasonable assurance aboutwhether the financial statements are free from material misstatement.An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financialstatements. The procedures selected depend on the auditor's judgment, including the assessment of the risks of materialmisstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditorconsiders internal control relevant to the Company's preparation and fair presentation ofthe financial statements in orderto design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriatenessof accounting policies used and the reasonableness of the accounting estimates made by the management, as well asevaluating the overall presentation of the financial statements.We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.OpinionIn our opinion and to the best of our information and according to the explanations given to us, the financial statementsgive the information required by the Act in the manner so required and give a true and fair view in conformity with theaccounting principles generally accepted in India:(a) in the case of the Balance Sheet, of the state of affairs ofthe Company as at March 31, 2013;(b) in the case of the Statement of Profit and Loss, of the loss for the year ended on that date; and(c) in the case of the Cash Flow Statement, of the cash flows for the year ended on that date.Report on other legal and regulatory requirements1. As required by the Companies (Auditor's Report) Order, 2003 ("the Order") issued by the Central Government
of India in terms of sub-section (4A) of section 227 of the Act, we give in the Annexure a statement on thematters specified in paragraphs 4 and 5 of the Order.
2. As required by section 227(3) of the Act, we report that:a) we have obtained all the information and explanations which to the best of our knowledge and beliefwere
necessary for the purpose of our audit;b) in our opinion proper books of account as required by law have been kept by the Company so far as
appears from our examination of those books;c) the Balance Sheet, Statement of Profit and Loss, and Cash Flow Statement dealt with by this Report are in
agreement with the books of account.d) in our opinion, the Balance Sheet, Statement of Profit and Loss, and Cash Flow Statement comply with the
Accounting Standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956;e) on the basis of written representations received from the directors as on March 31, 2013, and taken on
record by the Board of Directors, none of the directors is disqualified as on March 31, 2013, from beingappointed as a director in terms of clause (g) of sub-section (1) of section 274 of the Companies Act, 1956.
For G.P. AGRAWAL & CO.Chartered AccountantsFR. No. 302082£
(CA. RAKESH KUMAR SINGH)PartnerMembership No. 66421
~ Sarda Plywood Industries LimitedIndepende'!t Auditor's Report (Contd.)
ANNEXURE TO THE AUDITOR'S REPORT
Statement referred to in our report of even date to the members of SARDA PLYWOOD INDVSTRIES LIMITED onthe financial statements forthe year ended 31st March, 2013.(i) a) The Company is maintaining proper records showing full particulars including quantitative details and
, situation of its fixed assets.b) The fixed assets have been physically verified by the Management during the year. To the best of our
knowledge, no material discrepancies were noticed on such verification.c) The Company has not disposed of substantial part of fixed assets during the year and the going concern
status of the Company is not affected. '(ii) a) The inventories (excluding stocks with third parties) have been physically verified during the year by the 'I,
Management at reasonable intervals. In respect of inventories lying with third parties confinDation hasbeen obtained from them.
b) In our opinion and according to the information and explanations given to us, the procedures of physicalverification of stocks followed by the management are reasonable and adequate in relation to the size ofthe Company and nature of its business.
c) On the basis of our examination, we are of the opinion that the Company is maintaining proper recordsof inventory. No material discrepancies were noticed on verification between the physical stocks and thebook records.
(iii) a) The Company has not granted any loan, secured 9r unsecured, to companies, firms or other partiescovered in the register maintained under section 301 of the Act. .
b) As the Company has not granted any loan, secured or unsecured, to companies, firms or other partiescovered in register maintained under section 301 of the Act, clauses (iii)(b) to (iii)(d) of paragraph 4 ofthe said order are not applicable to the Company.
c) The Company has not taken any loan, secured or unsecured from companies, firms or other partiescovered in the register maintained under Section 301 of Act.
d) As the Company has not 'taken any loan, secured or unsecured, from companies, firms or other partiescovered in the register maintained under section 301 of the Act, clauses (iii)(t) to (iii)(g) of paragraph 4of the said order are not applicable to the Company.
(iv) On the basis of information and explanation given to us, we are of the opinion that the Company has an adequateinternal control system commensurate with the size of the Company and the nature of its business for thepurchase of inventory and fixed assets and for the sale of goods and services. Further, on the basis of ourexamination and according to the information and explanation given to us, we have neither come across nor havewe been informed of any instances of major weaknesses in the aforesaid internal control systems.
(v) a) In our opinion and according to the information and explanations given to us, the particulars of contractsor arrangements referred to in section 301 of the Act have been entered in the register maintained underthat section 301.
b) In our opinion and according to information and explanations given to us, the transactions made in f'
pursuance of such contracts or arrangements have been made at prices which are reasonable havingregard to prevailing market prices at the relevant time. I
(vi) The Company has not accepted any deposit within the meaning of section 58A, 58AA or any other relevant 'provisions of the Act and the Rules framed thereunder.
(vii) In our opinion, the internal audit system of the Company is commensurate with the size of Company and natureof its business.
(viii) We have broadly reviewed the books of account maintained by the Company in respect of products wherepursuant to the rules made by the Central Government, the maintenance of cost records has been prescribedunder section 209(I)(d) of the Act and are of the opinion that, prima facie, the prescribed accounts andrecordshave been made and maintained. We, however, as not required, have not made a detailed examination of suchrecords.
(ix) a) According to the records, the Company is regular in depositing undisputed statutory dues includingProvident Fund, Investor Education and Protection Fund, Employees' State Insurance, Income Tax,Wealth Tax, Service Tax, Sales Tax, Custom Duty, Excise Duty, Cess and other statutory dues with
16
Sarda Plywood Industries Limited ~Illdependent Auditor's Report (Contd.)
appropriate authorities. According to the information and explanations given to us, no undisputedamounts payable in respect of the aforesaid dues were outstanding as at 31st March, 2013 for a period ofmore than six months from the date of becoming payable.
b) The disputed statutory dues aggregating to ~ 528.28 lacs that have not been deposited on account ofmatters pending before appropriate authorities are as under:
SI. Name of the s~tute Nature of dues Amount(~ Period to which the Forum where the dispute is pendingNo. amount relate1. DelhiSalesTaxAc~ 1975 Sales Tax 77,86,548 1990-91 Addl. Commissioner of Sales Tax2. Central Sales Tax Ac~ 1956 Sales Tax 47,51,800 1990-91 Add!. Commissioner of Sales Tax3. ValueAdded Tax Ac~ 2003 Sales Tax 1,16,47,430 2005-06 Dv. Commissioner of Sales Tax4. Central Sales Tax Ac~ 1956 Sales Tax 70,769 2005-06 Dv. Commissioner of Sales Tax5. Central Sales Tax Ac~ 1956 Sales Tax 45,07,370 2008-09 Dv. Commissioner of Sales Tax6. ValueAdded Tax Ac~ 2003 Sales Tax 1,58,360 2008-09 Addl. Commissioner of Sales Tax7. Income TaxAc~ 1961 Income Tax 87,429 1985-86 Income Tax Appellate Tribunal8. Central Sales Tax Ac~ 1956 Sales Tax 13,99,318 2007-08 to 2010-11 Guirat Sales Tax Tribunal, Ahmedabad.9. ValueAdded Tax Ac~ 2003 Sales Tax 99,760 2010-11 Guirat Sales Tax Tribunal, Ahmedabad.10. Central Excise Ac~ 1944 Excise Duty 2,20,86,729 April' 10toAllril' 12 Ass!. Commissioner of Central Excise.11. Assam Electricity Duty A~ Electricity Dues 2,32,590 Sep'05 to Mar' 12 Dy. Commissioner of Taxes (Appeals)
1964 (interest)TOTAL 5,28,28,103
(x) The Company does not have accumulated losses but has incurred cash loss during the year covered by our auditand in the immediate preceding financial year. .
(xi) The Company has not defaulted in payment of dues to a financial institution or bank. Debentures have not beenissued by the Company ..
(xii) The Company has not granted loans and advances on the basis of security by way of pledge of shares, debenturesand similar securities.
(xiii) The provisions of any special statue applicable to Chit Fund, Nidhi or Mutual Benefit Society are not applicableto this Company.
(xiv) The Company is not dealing or trading in shares, securities, debentures or other investments. However, theinvestments made by the Company in shares and other securities have been held by the Company in its own~~ .
(xv) According to the records of the Company and the information and explanations given to us, the Company hasnot given any guarantee for loans taken by others from bank or financial institutions.
(xvi) On the basis of our examination and according to the information and explanation given to us, the term loanshave been applied for the purpose for which the loans were obtained.
(xvii) According to the information and explanations given to us and on an overall examination of the Balance Sheetof the Company, we report that funds raised on the short term basis have not been used for long term investment.
(xviii) The Company has not made any preferential allotment of shares to parties and companies covered in the registermaintained under section 301 of the Act.
(xix) The Company has not issued any secured debentures.(xx) The Company has not raised any moneys by public issue during the period covered by our audit report.(xxi) To the best of our knowledge and belief and according to the information and explanation given to us, no
fraud on or by the Company has been noticed or reported during the year that causes the financial statementsmaterially misstated.
7A; Kiran Shankar Ray RoadKolkata - 700 001The 29dt May 2013
For G.P. AGRAWAL & CO.Chartered AccountantsF.R. No. 302082£
(CA. RAKESH KUMAR SINGH)PartnerMembership No. 66421
~ Sarda Plywood Industries Limited-----------------------------------BALANCE SHEET as at 31st March, 2013
As at As atParticulars Note 31.03.2013 31.03.2012
No. ~ ~ ~ ~I. EQUITY AND LIABILITIES
(1) Shareholders' funds(a) Share capita 2(b) Reserves and surplus 3(c) Money received against share warrants _
(2 ) Non - current liabilities(a) Long - term borrowings(b) Long - term provisions
(3) Current liabilities(a) Short - term borrowings(b) Trade payab1es(c) Other current liabilities(d) Short - term provisions
TOTALII. ASSETS
(1) Non - current assets(a) Fixed assets
(i) Tangible assets(ii) Intangible assets(iii) Capital work-in-progress
(b) Non - current investments . 10(c) Deferred Tax Assets (Net) 11(d) Long - term loans and advances 12(e) Other nort - current assets 13
(2) Current assets(a) Inventories 14(b) Trade receivables 15(c) Cash and bank balances 16(d) Short - term loans and advances 17(e) Other current assets 18
TOTALSignificant accounting policiesOther Disclosures 28The accompanying notes 1 to 28 are an integral part of the Financial Statements.As per our report of even date attached.
For G.P. AGRAWAL & CO.Chartered Accountants(FR.lVO.302082£)
CA. RAKESH KUMAR SINGH(Membership lVo.66421)Partner
45,206,975 42,956,975220,278,660 233,178,180
- 265,485,635 1,944,000 278,079,155
72,813,023 38,457,289
I4,157,904 76,970,927 4,240,853 42,698,142
t332,147,759 242,416,828 !
521,632,605 474,708,97253,755,600 44,738,432
1,197,200 908,733,164 1,257,977 763,122,2091,251,189,726 1,083,899,506
149,810,0204,566,3012,641,780
157,018,10180,730,35329,161,321
7,883,24810,000
584,883,184300,548,94921,282,37767,036,1862,636,007 976,386,703
1,251,189,726
B. L. MUNDHRAChief Financial Officer &Company Secretary
18
152,634,4714,985,977
177,714157,798,16285,563,78820,717,732
6,623,49860,000
471,841,448254,121,188
10,645,85774,346,7482,181,085 813,136,326
1,083,899,506
SUJIT CHAKRAVaRTIDirector
SUDEEP CHlTLANGIAManaging Director
Sarda Plywood Industries Limited 4.STATEMENT OF PROFIT AND LOSS for the year ended 31stMarch, 2013
. Note Year ended Year ended f
No. 31.03.2013 31.03.2012~ ~ ~ ~
I. Revenue from operationsSale of goods (Gross) 19Less: Excise duty (Inclusive of tea cess)Net sale' of goodsOther operating income 20Total revenue from operations
2,040,701,015168,466,939
1,872,234,0763,601,145
1,875,835,221
3,291,815
1,879,127,036
1,807,635,717123,411,282
1,684,224,435467,592
1,684,692,027
775,668
1,685,467,695III. Total revenue ( HII)
IV. Expenses
Cost of materials consumed 22Purchases of stock-in-trade 23Changes in inventories of finished goods,work-in-pfogress and stock-in-trade 24
Employee benefits expense 25Finance costs 26Depreciation and amortization expenseOther expenses 27Total expenses
V. Profit! (loss) before tax (III-IV)
VI. Tax expense -
Deferred taxIncome tax for earlier years
VII.Profit! (Loss) for the year (V - VI)
Earnings per equity share of~ 10/- each(Refer Note No. 28.5)
. BasicDiluted
Significant accounting policies IOther Disclosures 28
1,139,687,653 1,008,868,399119,844,878 125,282,223
(42,120,848) (19,795,217)146,082,246 130,782,37952,229,979 39,246,77115,714,205 15,475,347 .
474,818,487 476,435,4081,906,256,600 1,776,295,310
(27,129,564) (90,827,615)
(8,443,589) (33,976,712)3,350 26,085
(18,689,325) (56,876,988)
(4.30)(4.14)
(13.71)(12.91)
The accompanying notes 1 to 28 are an integral part of the Financial Statements.As per our report of even date attached .
.t.
For G.P. AGRAWAL & CO.Chartered Accountants(FR. NO. 302082E)
CA. RAKESH KUMAR SINGH(Membership No. 66421)Partner
SUJIT CHAKRAVaRTIDirector
B. L. MUNDHRAChief Financial Officer &Company Secretary
SUDEEP CHITLANGIAManaging Director
4Sarda Plywood Industries LimitedCASH FLOW STATEMENT for the year ended 31ltMarch, 2013
Year ended Year ended31.03.2013 31.03.2012f f
(27,129,564) (90,827,615)A. Cash Flow from Operating Activities
Net Profit/(Loss) before taxAdjustments for:
Depreciation and Amortisantion expenses(Profit)/Loss on Sale of Tangible Fixed AssetsLoss on Sale of Non Current InvestmentsProvision for diminution in value of InvestmentsInterest IncomeFinance CostsDividend Income
Operating Profit/(Loss) before Working Capital ChangesIncrease/(Decrease) in Long Term ProvisionsIncrease/(Decrease) in Short Term ProvisionsIncrease/(Decrease) in Other Current LiabilitiesIncrease/(Decrease) in Trade PayablesDecrease/(Increase) in Long Term Loans & AdvancesDecrease/(Increase) in Short Term Loans & AdvancesDecrease/(Increase) in Non Currerlt AssetsDecrease/(Increase) in Other Current AssetsDecrease/(Increase) in InventoriesDecrease/(Increase) in Trade Receivables
Cash generated from Operating activitiesDirect Taxes Paid / RefundNet Cash Flow from/(used in) Operating Activities
B. Cash Flow from Investing ActivitiesPurchase of Tangible Fixed AssetsPurchase of Intangible Fixed AssetsSale of Tangible Fixed AssetsSale of Long Term InvestmentsCapital SubsidyInterest IncomeDividend Income
Net Cash flow from/(used in) Investing activitiesC." Cash Flow from Financing Activities
Proceeds from Equity SharesProceeds from Share WarrantsProceeds from Working Capital Loan 68,315,902Repayment of Buyers Credit (28,084,971)Proceeds from Other Short Term Borrowings 49,500,000Proceeds from Term Loan 53,177,000Repayment of Term Loan (13,877,892)Interest Expenses (50,154,968)Other Borrowing Costs (2l75,011)
Net Cash Flow from/(Used in) Financing ActivitieS 8 ,632 060Net Increase/(Decrease) in Cash & Cash Equivalents (A+B+C) 1O,79OS85Opening Cash and Cash Equivalents 10,262,024Closing Cash and Cash Equivalents as per Note No. 16 21,042,409 10,262,024
Note: 1) The above Cash Flow Statement has been prepared under the "Indirect Method" as set out in the AccountingStandard 3 on Cash Flow Statement notifi~ in the Companies (Accounting Standards) Rules, 2006.
2) Figures in brackets represent cash outflow.3) Cash equivalents does not include any amount which is not available for use.
As per our report of even date attached.
For G.P. AGRAWAL & CO.Chartered Accountants(F.R. NO. 302082E)
CA. RAKESH KUMAR SINGH(MembershipNo.66421)PartnerKolkata : 29th May 2013
15,714,205(2,397,420)
35,935(52,500)
(268,583)52,229,979
(59,768)38,072,284
(82,949)(60,777)
4,073,79446,923,633(1,259,750)
7,370,51250,000
(269,335)(113,041,736)(46,427,76~ .(64,652,08
(64An~::~
15,475,3471,570,319
50,00037,625
(206,461)39,246,771
(61,417)(34,715,431)
1,041,979585,067
1,296,371 "174,237,753
(334,727)3,146,059
272,578(94,786,177)(33l84,295i
1 ,959,17(2<t646,121J1 ,313,05
(15,976,572)"(773,374)4,001,3774,850,000
475,649226,86159,768
(7,136,291)
(16,198,771)(3,811,281)
1,498,57120,000,000
121,30061,417
1,671,236
SUJIT CHAKRAVORTIDirector
B. L. MUNDHRAChief Financial Officer &Company Secretary
20
SUDEEP CHITLANGIAManaging Director
Sarda Plywood Industries Limited 4,Note No.1 •Significant accounting policies1. (a) The accounts ofthe Company have been prepared on the concept of going concern and on accrual basis
except that insurance and other claims· / refunds / subsidies are being accounted for / adjusted in thebooks as and when settled. Accounts have also been prepared in accordance with the generally acceptedaccounting principles in India and provisions of the Companies Act, 1956.
(b) Sale of goods is recognised at the time of transfer of substantial risk and rewards of ownership to the buyerfor a consideration. Gross Sales is inclusive of Excise Duty & exclusive of Sales Tax / VAT.
(c) Short-term employee benefits (benefits which are payable before the end of twelve months after the end ofthe period in which the employees render service) are measured at cost.
(d) Long-term employee benefits (benefits which are payable after the end of twelve months from the endof the period in which the employees render service) and post employment benefits (benefits which arepayable after completion of employment) are measured on a discoUnted basis by the Projected Unit CreditMethod on the basis of annual third party actuarial valuations.
(e) All Assets and Liabilities have been classified as current or non-current as per the Company's normaloperating cycle and other criteria set out in the Schedule VI to the Companies' Act, 1956. Based on thenature of services provided and time between the rendering of services and their realization in cash andcash equivalents, the Company has ascertained its operating cycle as less than 12 months for the purposeof current and non-current classification of assets and liabilities.
2. (a) Fixed assets have been stated at cost (net of Cenvat) as increased by attributable direct and indirectexpenses less accumulated depreciation / amortisation. Wherever these assets have been revalued, theamounts stated are inclusive of enhanced value on account of revaluation.
(b) Expenditure (including financing cost relating to borrowed funds for construction or acquisition of fixedassets) incurred on projects under implementation are treated as Pre-operative expenses pending allocationto the assets and are shown under "Capital Work-in-Progress". Capital Work-in-Progress comprises thecost of fixed assets that are not yet ready for their intended use at the reporting date.
(c) Intangible !lSsetsare recorded at the consideration paid for acquisition of such assets and are carried at costless accumulated amortization and impairment, if any.
3. Depreciation on Fixed Assets has been provided for on straight line method as per the rates prescribed in ScheduleXIV to the Companies Act, 1956 as amended. Computer Software (Acquired) are amortised over a period of fiveyears. Amortisation is done on straight line basis.
4. Inventories are valued at lower of cost or net realisable value. The cost of inventories is computed on weightedaverage/FIFO basis. The cost of Finished Goods includes cost of conversion and cost incurred in bringing theinventories to their present location and condition.
5. Long term investments have been stated at cost less provision for other than temporary diminution in the valueof investments.
6. (a) Transactions in Foreign currency are initially recorded at the exchange rate at which the transaction iscarried out.
(b) Monetary Assets and Liabilities related to foreign currency transactions remaining outstanding at the yearend are translated at the year end rate.
(c) In case of items which are covered by forward exchange contracts, the premium or discount on forwardexchange contracts is amortised over the period of the respective contract.
(d) Any income or expense on account of exchange difference either on settlement or on transl\ltion at the yearend is recognised in the Statement of Profit and Loss.
7. (a) Government grants of the nature of project subsidy are credited to Capital Reserves.(b) Other Government grants of revenue nature are credited to Statement of Profit and Loss under the heading
'Other Operating Revenue'. .8. Borrowing costs that are attributable to the acquisition or construction of qualifying assets are capitalised as part
of the cost of such assets. A qualifying asset is one that necessarily takes substantial period of time to get readyfor intended use. All other borrowing costs are charged to revenue.
9. Current tax is determined as the amount of tax payable in respect of taxable income for the year. Deferred tax isrecognised, subject to the consideration of prudence in respect of deferred tax assets on timing differences, beingthe difference between taxable income and accounting income that originate in one period and are capable ofreversal in one or more subsequent periods.
10. An asset is treated as impaired when the carrying cost of asset exceeds its recoverable value. An impairmentloss is charged to the Statement of Profit and Loss in the year in which an asset is identified as impaired. Theimpairment loss recognised· in prior accounting period is reversed if there has been a change in the estimate ofrecoverable amount. .
11. Provisions are recognised in respect of obligations where, based on the evidence available, their existence at theBalance Sheet date is consid~red probable. Contingent liabilities are shown by way of Notes to the Accountsin respect of obligations where, based on the evidence available, their existence at the Balance Sheet date isconsidered not probable. Contingent assets are not recognised in the Accounts.
21
4.Sarda Plywood Industries Limited
Note No : 2Share capital
As at 31.03.2013No. of shares Amount
~25,000,000 250,000,000
As at 31.03.2012No. of shares Amount
~25,000,000 250,000,000
(a) Authorised:Equity shares oH 10/- each
(b) Issued:Equity shares of~ 101- each
(c) Subscribed and Paid up:Equity shares of ~ IO/-each fully paid upForfeited Equity Shares of~ 10 each(Amount originally paid up)
(d) Reconciliationof number and amount of equityshares outstanding:At the beginning of the year 4,292,885 42,928,850 4,082,885 40,828,850Add: Issued during the year 225,000 2,250,000 210,000 2,100,000At the end of the year 4,517,885 45,178,850 4,292,885 42,928,850The Compapy has only one class of equity shares having a par value of ~ 10 per share. Each holder ofequity shares is entitled to one vote per share. The holders of equity shares are entitled to receive dividendsas declared from time to time. In the event of liquidation of the Company, the holders of equity shares willbe entitled to receive remaining assets of the Company, after distribution of all preferential amounts. Thedistribution will be in proportion to the number of equity shares held by the shareholders.Shareholders holding more than 5 % of the equity shares in the Company:
As at 31.03.2013No. ofshares held % of holding
440000 9.74435000 9.63363450 8.04358350 7.93344300 7.62226306 5.01
4,517,8855,625
45,178,85028,125
45,206,975
4,292,8855,625
42,928,85028,125
42,956,975
As at 31.03.2012No. of shares held % of holding
440000 10.25i)ii)iii)iv)v)vi)vii)
Name of ShareholderCuckoo Fiscal Services Ltd.Abhinandan Fintex (P) Ltd.Sheela ChitlangiaSudeep ChitlangiaJaydeep ChitlangiaHemant Kumar MotiharShabnam MotiharTOTAL 2167406 47.97
As at 31.03.2013~ ~Note No : 3
Reserves and surplus(a) Capital Reserve
Balance as per last accountAdd: Received during the year
(b) Securities premium accountBalance as per last accountAdd: Received during the year
(c) Revaluation reserveBalance as per last accountLess: Depreciation
(d) General reserve *Balance as per last account
(e) SurplusBalance as per last accountAdd: Profit 1 (Loss) for the YearBalance at the end ofthe year .
363450358350344300226306224115
1956521
8.478.358.025.275.22
45.58
As at 31.03.2012~ ~
* General reserve is primarily created to comply with the requirements of section 205 (2A) of Companies Act,1956. This is a free reserve. and can be utilised for any general purpose.
9,142,491 9,142,491475,649 9,618,140 9,142,491
64,048,000 58,890,4005,526,000 69,574,000 5,157,600 64,048,000
3,360,242 3,572,086211,844 3,148,398 211,844 3,360,242
124,485,632 124,485,632
32,141,815 89,018,803(18,689,325) (56,876,988)
13,452,490 32,141,815220,278,660 233,178,180
Sarda Plywood Industries Limited4ASM Asm
31.03.2013 31.03.2012~ ~Note No : 4
Long - term borrowingsTerm Loans
SecuredFrom entities other than banksUnsecuredFrom banksFrom entities other than banks
(a) Nature of securitiesTerm loan from entities other than banks is secured by first charge on the Company'~ immovable propertiessituated at Jeypore (Assam) by deposit of title deeds and also by hypothecation of all plant and machineryand other fixed assets of the Company, both present & future, and is additionally secured by personalguarantee of the Managing Director.
(b) Terms of repayment
1,024,266788,757
72,813,023
22,4751,834,814
38,457,289
Amount outstanding as on Period of Number ofParticulars Balance Sheet date maturity instalments Amount of
Non-Curtent Current w.r.t.Balance Outstanding as instalmentSheet date on 31.03.2013
~ ~ ~Secured Loans from 22,500,000 14,100,000 2Yrs 6 Months 6 1 100.000entities other than Banks (36,600,000) (11,350,000) 24 1250,000Secured Loans from 12 500000entities other than Banks 12 650000
48;500,000 1,500,000 12 800000( - ) ( - ) 5 Yrs 9 Months
12 10000008 12000004 1250000
Unsecured Loans from - - - - -Banks ( - ) (48405)
- 22,475 1 Month 1 22,633 *(22,475) (257,673)1,024,266 791,514 2 Yrs 2 Months 26 77,623 *
( - ) ( - )Unecured Loans from - 204,471 8 Months 8 26,426 *entities other than Banks (204 471) (284752)
58,339 661,971 1 Yr 1 Month 13 58,853 *(720311) (596416)124,847 348,763 1 Yr4Months 16 31,920 *
(473,610) (313,156)135,583 300,839 1 Yr 5 Months 17 27,880 *
(436,422) (269,126)469,988 232,869 2 Yrs 9 Months 33 24,565 *
( - ) (-)
Total 72,813,023 18,162,902(38,457,289) (13,219,528)
FlgUl"es10 the brackets pertam to preVIOUSyear.* Includes Interest
4,Sarda Plywood Industries Limited
Note No :5Long - term provisionsProvision for employee benefits
Note No : 6Short - term borrowingsOther loans and advancesSecuredFrom banksBuyers CreditWorking Capital·LoailUnsecuredFrom entities other than banks
As at31.03.2013
~
4,157,9044,157,904
21,068,353229,079,406 250,147,759
82,000,000332,147,759
As at31.03.2012
~
4,240,8534,240,853
49,153,324160,763,504 209,916,828
32,500,000242,416,828
Nature of securities:Working capital loan and Buyers Credit are secured by hypothecation of present & future stocks and book debtsand second charge on the Company's immovable properties situated at Jeypore (Assam) by deposit of title deedsand also by second charge on all plant & machinery and other fixed assets of the Company, both present & future,and is additionally secured by personal guarantees of Managing Director.
Note No : 7Other current liabilitiesCurrent maturities of long - term debt(Refer Note No. 4 (a) & (b) for nature ofsecuritiesand terms of repayment)
Interest accrued but not due on borrowingsUnpaid dividends *
Other payablesAdvances from customers and othersSecurity depositsStatutory liabilitiesUnpaid salaries and other payroll duesOthers
3,395,8946,143,296
10,116,00815,616,098
26,720
104,714189,968
35,298,01653,755,600
4,528,7825,620,356
10,490,7089,101,030
914,007
* There is no amount due and outstanding to be credited to Investor Education & Protection Fund.
Note No :8Short-term provisionsProvision for employee benefits 1,197,200
1,197,200
480,188383,833
30,654,88344,738,432
1,257,9771,257,977
Notes to accounts (contd.)Note No : 9FIXED ASSETS
Sarda Plywood IndustrieS Limited 4,
GROSS BLOCK DEPRECIATION NET BLOCK
Aut Additions DedtIetiou Aut Upto for the SI1es/ Upto Aut AutPARTICULARS OU4J012 3U3J013 31.03.2012 Year Adjustment 31.03.2013 31.03J013 31.03.2012
~ ~ ~ ~ ~ ~ ~ ~ ~ ~TANGIBLE ASSETSFreehold Land 3,165,248 - 3,165,Z48 - - - 3,165,248 3,165,248Bui1dings 76,169,630 906,676 7s,z62,954 29,283,129 2,134,576 273,480 31,144,215 44,118,n9 46,886,501Plant and Equipments 210,295,591 5,847,823 2,692,924 113,450,490 126,941,641 9,453,836 2,038,390 134,357,087 79,093,483 83,353,950Motor Vehicles 18,548,541 3,668,931 611,975 11-"S,497 9,089,909 1,382,800 324,163 10,148,546 11,456,951 9,458,632FumilUl'e and Fixtures 10,610,316 3,065,680 66,000 13,6119,996 7,743,081 543,580 62,700 8,123,961 S,386,03S 2,867,235Office~&QmpIier 19,579,061 930,072 502,313 10,806,810 12,676,156 1,218,207 . 417,197 13,417,166 6,589,654 6,902,905
Sub - total 338,368,387 13,512,506 4,179,888 347,181,oos 185,733,916 14,732,999 3,175,930 197,298,9ll5 149,810,010 152,634,471
INTANGIBLE ASSETSQmpIierSot\wm (AapIiRd) 5,905,298 713,374 6,678,6n 919,321 1,193,050 1,111,371 4,S66,301 4,985,917
Sub - total 5,905,298 773,374 - 6,678,6n 919,321 1,193,050 1,111,371 4,566,301 4,985,917Capital Worlc in PrOgJeSS 1,641,780 177,714
TOTAL 344,273,685 14,18S,88O 4,779,888 353,779,677 186,653,237 15,916,049 3,175,930 199,483,356 157,018,101 157,798,162
Previous Year 334,190,470 23,974,074 13,890,859 344,273,685 181,788,015 15,687,191 10,821,969 186,653,237 157,798,16.2
Notes :a) Land, Building and Plant & Machinery were revalued on 30th June 1985 as per valuation report of MIS. Consolidated
Enterprises on the basis of net replacement value and appreciation on revaluation aggregating to ~·1,63,77,041/- wascredited to Capital Reserve.
b) Intangible AssetsThe unamortised amount of Computer Software (Acquired) f 45,66,3011- (Previous year 1( 49,85,977/-)is to be amortised at the rate of 20% per annum over a period of 2 - 5 years as the case may be.
Note No :10Non-current investments
ParticularsLong term (At cost less provision for other
than temporary dimunition)Investments in Equity SharesTrade Investments
Unquoted, Fully Paid up :Associate Company
P. S. Plywood Products Private Ltd.Other Companies
Orissa Tea Plantations Ltd.The Albion Plywood Ltd.
Other Investmentsa) Quoted, Fully paid up
Assam Petro-Chemicals Ltd.Reliance Industries Ltd.Radico Khaitan Ltd.Rampur Fertilizers Ltd.SMIFS Capital MarketsLtd.Simplex Infrastructures Ltd.United Credit Ltd.
Facevalue
~.
Number ofshares
Asaf31.03.2012
~
Number ofshares
As at31.03.2013
~
10 5,950,000 80,508,750 5,950,000 80,508,750
10 100 10010 300 300
80,508,750 80,508,750
10 200 1,572 200 1,57210 98 32,842 98 32,8422 1,180 7,080 1,180 7,080
10 61 6110 3,500 151,025 3,500 98,5252 1,000 20,052 1,000 20,052
10 1,000 9,032 1,000 9,032Z21,603 169,103
25
Note No : 10 (Contd.)Particulars
b) Unquotedi) FuUy paid up
Pro Sports Management Ltd.Poushali Sales Pvt. Ltd.
Ii) Partly paid up~ 60/- caUed and paid up)The Purbanchal Bank Limited
Facevalue
~
Number ofshares
fw[!
Notes to accounts (contd.) ·As at Number of As at
31.03.2013 shares 31.03.2012~ ~
4Sarda Plywood Industries Limited
1,00010
100485,000
Aggregate amount of quoted investmentsAggregate amount ofunquoted investmentsAggregate provision for dimunition in value of investmentsAggregate market value of quoted investments
80,730,353
1,105,38980,622,202
997,238503,934
4,885,93585,563,788
1,105,38985,508,137
1,049,738454,794
Note No : 11Deferred tax Assets (Net)
(a) Deferred tax assets :Expenses allowa,ble for tax purposes when paidCarry Forward Loss
1,646,88437,898,21839,545,102
10,383,78110,383,78129,161,321
1,691,29530,324,44432,015,739
11,298,00711,298,00720,717,732
(b) Deferred tax liabilities :Depreciation
Carried forward losses have been recognised as deferred tax assets as there is virtual certainty that such deferred tax asset canbe realised against future taxable profits in the forthcoming financial years.• Deferred tax assets and deferred tax liabilities have been offset as they relate to the same governing taxation laws.
Note No : 12Long term loans and advances(Unsecured, considered good)Security deposits 7.883,248
7,883,2486,623,4986,623,498
Note No : 13Other non-current assets(Unsecured, considered good)Fixed deposits with banks(Non current portion with original maturityperiod of more than 12 months)Pledged with Government AuthoritiesOthers
10,000 10,000J50,000
10,000 60,000 t
i
171,682,109 149,376,0461,
106,980,747 57,589,507 }20,180,857 17,090,566 i152,648 108,84466,111,393 45,314,097 f
144,884,654 121,729,258 19,547,443 6,163,48560,023,088 64,153,119
!5,320,245 10,316,526584,883,184 471,841,448
l
Note No : 14Inventories(At lower of cost and net realizable value, unless stated otherwise)Raw MaterialsRaw Materials in TransitStores & Spares and ChemicalsStores & Spares and Chemicals in TransitWork-in-ProgressFinished GoodsFinished Goods in TransitStock in TradeStock in Trade in Transit
Sarda Plywood Industries Limited4As at
31.03.2013~
As at31.03.2012
~Note No : 15Trade receivables(Unsecured, considered good)Trade receivables outstanding for a period exceedingsix months from due date *Other trade receivables
25,073,584275,475.365300,548,949
15,902,444238,218,744254,121,188
* includes ~ 59,07,544/- (Previous year ~ 8,61,995) under litigation.
Note No :16Cash and bank balancesCash and cash equivalents
Balances with banksIn current accounts
Cheques, drafts on handCashon hand
Other bank balancesFixed deposits with banks(Current portion with original maturity period ofless than 12 months)Earmarked balances
Unpaid dividend accounts
3,318,34116,604,955
1,119,113
4,660,9124,753,709
847,403
Note No: 17Short - term loans and advances(Unsecured, considered good)Capital advances 428,039 5,581,989Security deposits 5,096,205 5,607,480Other loans and advances
Advance to suppliers and others 43,461,151 43,178,330Cenvat, Vat and other taxes / duties 5,413,445 7,878,480Advance tax (net) 2,180,414 2,120,465MAT credit entitlement 7,702,204 7,702,204Prepaid expenses 2,754,728 61,511,942 2,277,800 63,157,279
67,036,186 74,346,748Note No : 18
Other current assetsInterest accrued and not due 284,221 241,305Taxes and duties refundable 2,351,786 1,939,780
2,636,007 2,181,085
Note No : 19 Year ended Year endedRevenue from operations 31.03.2013 31.03.2012Sale of goods (Gross) ~ ~ ~ ~A. Finished Goods
i) Plywood 1,543,524,691 1,376,682,295ii) Tea 255,929,737 237,676,695iii) Veneers 63,129,959 1,862,584,387 44,580,085 1,658,939,075
B. Stock-in-tradei) Plywood 143,668,472 133,228,570ii) Furniture 32,495,627 176,164,099 13,602,864 146,831,434
C. Others 1,952,529 1,865,2082,040,701,015 1,807,635,717
Note No : 20Other operating revenues
Insurance Claims 688,938 467,592Subsidies 2,912.207 3,601,145 467,592
3,601,145 467,592
27
189,96821,282,377
383,83310,645,857
6,623 7,447261,960 268,583 199,014 206,461
59,768 61,417
2,397,4206,000 6,000
291,488 263,16852,500
216,056 238,6223,291,815 775,668
412,016,337 314,990,872280,012,415 287,092,783173,418,654 157,890,860177,863,068 157,936,07096,377,179 90,957,814
1,139,687,653 1,008,868,399
104,409,732 115,853,62714,525,146 7,815,334
910,000 1,613,262119,844,878 125,282,223
Closing Stocki) Plywood 133,384,560ii) Tea 2,949,525iii) Veneer 18,098,012
154,432,097 (26,539,354)B. Stock-In-Trade
Opening Stocki) Plywood 55,693,572ii) Furniture 9.547•847
65,241,419Closing Stocki) Plywood 53,080,927ii) Furniture 6.941.161
60,023,088 5,218,331C. Work-In-Progress
Opening StockP~ood 45,314,097
Closing StockPlywood 66,111,393 (20,797,296)
QNCREASE) I DECREASE IN STOCKS (42,118,319)Add: Excise Duty & Cess on Stocks • (2,529)
NET QNCREASE) I DECREASE IN STOCKS (42,120,848)
4Sarda Plywood Industries Limited'
Note No : 21Other income ~Interest income (Gross)
Fixed deposits with banksOthers
Dividend incomeLong term investment
Other non-operating incomeProfit on sale of Fixed AssetsRent .Unspent liabilities I balances written backProvision for diminution in value ofInvestments written backMiscellaneous income
Note No : 22Cost of materials consumedTimberVeneerPlanks & BeamsGreenLeafOthers
Note No :.23Purchases of stock-in-tradePlywoodFurnitureOthers
Note No : 24Changes in inventories of finished goods, work-In-progress and stock-in-tradeA. Finished Goods
Opening Stocki) Plywoodii) Teaiii) Veneer
105,050,2688,212,092
14,630,383127,892,743
Notes to accounts (contd.)Year ended Year ended31.03.2013 31.03.2012
~ ~ ~
89,631,69313,043,5408,087,004
1l0,762,237
I105,050,2688,212,092
14,630,383127,892,743 (17,130,506)
f31,644,420
t11,793,89043,438,310
55,693,572
r9.547,847
65,241,419 (21,803,109)j
64,420,792
45,314,097 19,106,695(19,826,920)
31,703(19,795,217)
• The amount of Excise Duty & cess shown above represents differential excise duty on opening & closing stock of finishedgoods.
Sarda Plywood Industries Limited 4
7,302,206 7,293,14241,623,7~ 30,233,692
1,228.963 50,154,968 530,262 38,057,0962,075,011 1,189,675
52,229,979 39,246,771
85,788,361 72,795,89317,680,512 16,916,6829,610,828 8,879,830
71,165,227 63,599,879
7,205,881 11,456,83212,499,284 13,654,6536,027,065 .~ 25,732,230 6,631,468 • 31,742,953
16,609,675 13,480,32113,969,585 12,862,0342,257,824 1,646,239
43,448,703 38,622,7501,448,782 2,313,5451,873,578 1,090,4283,204,280 2,868,1215,503,382 5,026,788
16,919,036 18,986,3567,275,835 8,402,8181,586,198 1,589,779
15,565,623 14,377,875935,758 3,265,619
2,157,757 1,795,846
146,000 146,00030,000 30,00086,501 262,501 63,500 239,500
66,000 60,0002,103,879 3,402,444
800,00055,916,581 57,915,944
82,505 663,08115,181,458 15,207,4642,096,988 1,062,041
37,625
14,352,833 38,469,10941,905,352 36,373,503
1,570,31935,935 50,000
135,9658M81 184.657
474,818,487 476,435,408
29
Note No : 25Employee benefits expenseSalaries and wagesContribution to provident and other futldsStaff welfare expense
Note No : 26Finance costsInterest expense
On long term borrowingsOn short term borrowingsOn others
Other borrowing costs.
Note No : 27Other expensesChemicals ConsumptionConsumption of stores and spare partsConsumption of packing materialsPower and fuelRepairs & Maintenance
BuildingsMachineryOthers
Job ChargesRentElectricityLicense FeesRates & Taxes (excluding taxes on income)Watch and Ward ExpensesInsuranceCommunication Expenses
. Travelling & ConveyanceVehicle MaintenancePrinting & StationeryLegal and Professional ChargesHuman Resource Development ExpensesMiscellaneous ExpensesStatutory Auditors' Remuneration
Audit FeeTax Audit FeeCertification & Consultation Fee
Charity & DonationsBank charges.Royalty PaidForwarding,Freight,Octroi and Delivery ExpensesSales TaxCommission on SalesBrokerage on SalesProvision for diminution in value of InvestmentsNet loss on foreign currency transactions and translations(Including forward premium amortized)Advertisement, Publicity & Sales PromotionLoss on Sale / Discard of Fixed AssetsLoss on Sale of Long term InvestmentsBad Debts & Sundry Balances Written OffPrior period expenses (Net) •
Year ended31.03.2013
~131,783,619
11,910,0212,388,606
146,082,246
Yearende431.03.2012
~117,028,149
11,296,3062,457,924
130,782,379
4Sarda Plywood Industries Limited
Note No : 27 (Contd.)ExpensesRepairs & MaintenancePower & FuelPayment to & Provision for EmployeesLegal & ProfessionalTravelling & Conveyance.Advertisement Publicity & Sales PromotionRentVehicles Running & Maintenance
Total ExpensesIncome.Interest Received
Total IncomePrior period expenses (Net)
Plywood~
1,584,108,365(1,432,598,526)
10,996,666(-53,240,258)
Other unallocable expenditurenet ofunallocable income
Other InformationSegment Assets
Segment Liabilities
1,046,746,875(882,967,771)
551,223,318(497, II 6,759)• 13,007,983(19,342,655)
30
Notes to accounts (contd.)Year ended . Year ended31.03.2013· 31.03.2012
~ ~ ~
233,77177,205
37,500 10,00014,421 10,59728,560 50,000
180,0003,032
81,181 564,605
379,948379.948
81,181 184,657
Tea~
258,303,030(236,828,885)
15,846,405(14,889,267)
65,555,703(66,427,510)
10,488,250(12,961,078)
3,734,925(840,441)
Note No. : 28Other disclosuresI. Estimated amount of contract remaining to be
executed on Capital Account and not provided forContingent Liabilities not provided for in respect ofa) Uncalled Capital against partly paid-up shares
held as investmentb) Guarantees furnished by Company's Bankers
on behalf of the Company'c) Demand raised by Govt.authorities in respect of
Taxes and Duties and contested by the Company. ~2,828,103 37,640,5763. The Company has not received any memorandum (as required to be filed by the suppliers with the notified authority
under the Micro, Small and Medium Enterprises Development Act, 2006) claiming their status as on 31 st March 2013 asmicro or small or medium enterprises. Consequently the amount due to micro and small enterprises as per section 22 ofthe abovesaid Act is ~ Nil (Previous year ~ Nil).
4. Segment information as per Accounting Standard - 17 on 'Segment ReportingThe Company has identified two business segments viz. Plywood and Tea. Segments have been identified and reportedtaking into account the nature of the products, the differing risks and returns, the organisational structure & internalbusiness reporting system.a) Revenue and expenses have been identified to a segment on the basis of relationship to operating activities of
the segment. Revenue and expenses which relate to enterprise as a whole and are not allocable to a segment onreasonable basis have been disclosed as "Unallocable".
b) Segment Assets and Segment Liabilities represent assets and liabilities of respective segments. Investments, taxrelated assets and other assets and liabilities that can not be allocated to a segment on reasonable basis have beendisclosed as "Unallocable".
c) InformationaboutPrimaryBusinessSegments Others~
33,423,826(15,264,616)
4,127,423(-6,618,963)
Unallocated~
Total~
1,875,835,221(1,684,692,627)
30,970,494(-44,969,954)
52,229,979(38,057,096)
5,870,079(7,800,565)-27,129,564
(~90,827,615)
18,638,667 120,248,481. 1,251,189,726(17,774,899) (1l6,729,328) (1,083,899,508)
611,045 423,381,478 985,704,091(784,849) (294,957,666) (805,820,352)
7,037 16,749,945(1,650) ( - ) (20,184,746)
Sarda Plywood Industries Limited 4,Notes to accounts (contd.)Note No.: 28 (Contd.) . Plywood
~12,440,204
(11,298,950)Non-cash expense other thandepreciation & amortisation
Tea~
3,180,475(4,082,381 )
Others Unallocated~ ~93,526
(94,016) ( - )
Total~
15,714,205(15,475,347)
Notes:a) There are no transactions between segments. Common costs are apportioned on a reasonable basis.b) Since the Company's activities I operations are primarily within the country, there is only one geographical segment.c) Figures in the brackets pertain to previous year.
Year ended Year ended31.03.2013 31.03.2012
~ ~
(18,689,325) (56,876,988)
4,347,748 4,149,442
4,517,885 4,406,16410.00 10.00(4.30) (13.71)(4.14) (12.91)
5. In calculating Earnings per sharea) Numerator used:
Profit I (Loss) after taxb) Denominator used in computing Basic Earning per Share:
Weighted Average Number of Equity Sharesc) Denominator used in computing ·Diluted Earning per Share:
Weighted Average Number of Equity Sharesincluding potential Equity Shares
d) Nominal value of equity shares ~ )e) Basic Earnings per share (aIb)( ~t) Diluted Earnings per s~ (a1c)( ~)
6. Related Party DisclosuresParticulars of transactions during the year ended 31 st March 2013
AssociateslEnterprises over whichKMP and his relatives have
Nature of Transactions significant influence~
928,200(54,447)
6,000(6,000)
(-)1,119,657(204,658)
42,000,000(38,400,000)
412,000(252,000)
(3,758,400)Allotment of Equity Shares (Amount paidupon exercise of option)
Loan Received
5,832,000(5,443,200)10,000,000(2,500,000)
(-)
(-)18,00,000 Dr(8,90,192 Cr)
Outstanding against Guarantees Obtained
Balance Outstanding at the Balance Sheet Date
Key ManagementPersonnel Total
~ ~928,200
(-) (54,447)- 6,000
(-) (6,000)6,270,116 6,270,116
(5,570,496) (5,570,496)1,119,657
(-) (204,658)- 42,000,000
(-) (38,400,000)- 412,000
(-) (252,000)-(-) (3,758,400)
5,832,000(-) (5,443,209)
- 10,000,000(-) (2,500,000)
152,300,000 152,300,000(156,700,000) (156,700,000)
627,508,395 627,508,395(511,871,212) (511,871,212)
18,00,000 Dr(-) (8,90,192 Cr)
Notes:a) Figures in the brackets pertain to previous year.b) The Company has neither written off nor written back any amount recoverable I payable from I to any related
party during the year. •c) The amount due from related parties are good and hence no provision for doubtful debts in respect of dues from
such related parties is required.
4Sarda Plywood Industries Limited
Note No.: 28 (Coatd.)Disclosure of Material Transactions with Related PartiesSales
P.S Plywood Products Private Ltd.Rent Received
Madhya Bharat Papers Ltd.Directors Remuneration
Shri Sudeep ChitlangiaShri Soban Lal Yadav
Interest PaidAbhin~dan Fintex Pvt. Ltd.P.S Plywood Products Private Ltd.License Fee PaidP.S Plywood Products Private Ltd.
Rent PaidCalcutta Technicians & Advisers Ltd.J S M & Company
Allotment of Convertible WarrantsAbhinandan FintexPvt. Ltd.
Allotment of Equity Shares (Amount paid upon exercise of option)Abhinandan Fintex Pvt. Ltd.
Loan ReceivedAbhinandan Fintex Pvt. Ltd.P.S Plywood Products Private Ltd.
Guarantees ObtainedSudeep Chitlqia
OutstandiDJ apiM <hIaranteei ObtainedSudeep Chit!ansia
Net Balance Reoeiv~(Payable)Abhinandan F~ Pvt Lad.Calcutta TecllDicilM A ActviHn Ltd.Madhya Bharat Ptpen Ltd.
Names of related paRies It description of relationshipAssociates :Enterprises ov•. wbicia K.MP _ hU relatives havesignificant ~:
Notes to accounts (contd.)Year Ended Year Ended31.03.2013 31.03.2012
~ ~928,200 54,447
Abhinandan Fintex Pvt. Ltd.Calcutta Technicians & Advisers Ltd.Madhya Bharat Papers Ltd.J S M & Company
Shri Sudeep ChitlangiaShri Soban Lal Yadav
DisclOliure UIldcr c'" 32 of tho LiltinS Agreement:There are no U1DuctioBs (e~ ~ party transactions) which are required to be disclosed under Clause 32 of theListing Agr:eerDalt with the Stock £xchan&es where the Equity Shares of the Company are listed.DisclOliure pursuant to AS-29 on Provisions, Contingent Liabilities and Contingent Assets:a) No provisionl for Contingent Liabilities was made during the year and no provision was outstanding at the
beginning and at the end of the year.b) The Contingent Liabilities mentioned at Sl No.2 are dependent upon Court decision / out of court settlement /
disposal of appeals etc.Disclosure pursuant to AS - 15 (revised 2005) on "Employee Benefits"Defined Contribution Plan:Employee benefits in the form of Provident Fund, Pension Scheme and Superannuation Fund are considered as definedcontribution plan and the COijtributions are made in accordance with the relevant statute and are recognized as an expensewhen employees have rendered service entitling them to the contributions. The contribution to defined contribution plan,recognized as expense for the year are as under: 2012-13 2011-12
~ ~7,414,622 6,446,728
963,718 887,965Employers' Contribution to Provident Fund'" Pension FundEmployers' Contribution to Superannuation FundDefined Benefit Plan:Post employment and other Iona-tonn employee benefits in the form of gratuity, sick leave and earned leave encashmentare considered as defined benefit obliption. The present value of obligation is determined based on actuarial valuation
32
4 Sarda Plywood Industries Limited
2012-13Sick
Leave(Unfunded)
fNA
Earned LeaveEncashment(Unfunded)
fNA
Notes to accounts (contd.)2011-12Sick
Leave(Unfunded)
f
EamedLeaveEncashment(Unfunded)
f
VI. Major Category of Plan Assets asa % of the TotalPlan AssetsAdministered by Life InsuranceCorporation of India
VII. Expected Employer's Contribution .for the next yearExpected Employer's Contributionfor the next year 3,850,000 NA
VIII. Basis used to determine the Expected Rate of Return on Plan AssetsThe expected rate of return on plan assets is determined considering several applicable factors, mainly thecomposition of plan assets h~ld, assessed risks, historical results of return on plan assets and the Company's policyfor plan assets management. .
IX Basis of estimates of rate of escalation in salaryThe estimates of rate of escalation in salary considered in actuarial valuation, take into account inflation, seniority,promotion and other relevant factors including supply and demand in the employment market. The aboveinformation is certified by the actuary.Disclosure related to previous years1 Presentvalue'ofDefinedBenefitObligation2 Fair Valueon Plan Assets3 Funded Status (Surplus/(deficit))
1 Present value of Defined Benefit Obligation 2008-092 FairValueonPlartAssets 10,220,373 184,307 2,501,4353 Funded Status (Surplus/(deficit» 10,453,109 NA NAOther disclosures 232,736 NA NA .The Gratuity Expenses have been recognized in "Contribution to Provident, Pension & Other Funds" and provisionfor Sick Leave and Earned Leave Encashment in "Salaries and Wages" under Note No. 25.
Year ended31.03.2013
f631,360,23434,542,213
1,371,890
14. The previous year's figures have been reworked, regrouped, rearranged and reclassified 'wherever necessary. Amountsand other disclosures for the preceding year are included as an integral part of the current year financial statements andare to be read in relation to·the amounts and other disclosures relating to the current year.
As per our report of even date attached.
For G.P.AGRAWA~ CO.Chartered Accountants(RR. NO. 302082£)
(Funded)f
100%
2010-11228,378
NANA
3,618,021NANA
13,306,624 .14,805,5591,498,935
10. Value of Imports on eI.F. basisRaw MaterialsTrading GoodsMachinary & Spares
11. Expenditure in Foreign CurrencyInterestNet loss on foreign currency transactions and translations(Including forward premium amortized)TravellingOthers
12. Value of Raw Materials ConsumedIndigeneousImported
460/.540/.
100·/0
14,352,8331,547,955
100,092
519,728,957619,958,696
1,139,687,653
13. Value of Stores & Spare Parts and ChemicalsIndigeneousImported
99.54%0.46%
100.00%
102,993,879474,994
103,468,873
CA. RAKESH KUMAR SINGH(Membership No. 66421)PartnerKolkata: 29th May 2013
B. L. MUNDHRAChief Financial Officer &Company Secretary
34
(Funded)f100"10
11,593,22512,148,868
555,643
2009-10178,754 2,822,206
NA NANA NA
Year ended31.03.2012
f441,197,896
53,336,3605,008,085
55%45%
100%
1,685,338
38,469,1092,282,098
84,956
556,064,799452,803,600
1,008,868,399
90.950/09.05%
100.00%
81,594,0798,118,496 .
89,712,575
SUJIT CHAKRAVaRTIDirector
SUDEEP CHITLANGIAManaging Director
Sarda Plywood Industries LimitedRegd. Office: 9, Parsee Church Street, Kolkata - 700001, West Bengal
l!We hereby record my/our presence at the 56th Annual General Meeting of the above namedCompany held on Friday, the 27th September 2013 at 11.00 A.M. at The Far Pavilion, Tollygunge ClubLimited, 120, Deshapran Sasmal Road, Kolkata - 700033.
Name(s) of the Member(s) Folio No. I Client Id No.1.2. No. of Shares held
3.
Name of Proxy (in block letters)(To be filled in if the Proxy attends instead of the member)
Sarda Plywood Industries LimitedRegd. Office: 9, Parsee Church Street, Kolkata - 700Q01, West Bengal
PROXY FORM
l!We of being
a member(s) of Sarda Plywood Industries Limited hereby appoint of
............................................................................. m failing him of
............................................................................. or failing him of
..~ : as my/our proxy in my/our absence to attend and vote for
me/us and on my/our behalf at the 56th Annual General Meeting of the above named Company held on
Friday, the 27th September 2013 at 11.00 A.M. at The Far Pavilion, TOllygUngeClub Limited, 120, Deshapran
Sasmal Road, Kolkata - 700033.
Signed at. this day of 2013
AffixRevenueStamp
Notes:1. The Proxy need not be a Member.2. The Proxy must be deposited at the Registered Office of the Company not less than 48 Hours before
the time fixed for holding the meeting.
Sarda Plywood Industries Ltd. ~4th Floor, North Block, 113, Park StreetKolkata - 700 016, Phone: (033) 2265 2274 7M- ,Fax: (033) 2249 3675, E-mail: corp@sardaplywood,com P')(ft ~~
Annual financial statements for the yearended
SUDEEP CHITLANGIAManaging Director
B. L. MUNDHRACFO & Company Secretary
••'or Sa Plywood ndl' tq~S Ll ulteG
0"'~Chid Finar'chl ..••cer
("omDl )' .)e .«ar'"
G.P AGRAWAL & Co.Auditors
G. P. _,';~. -,;;__L 2-.,CO.
C'-l<-..A- ~ ~
SUJIT CHAKRA VORTIAudit Committee Chairman
![[XLS] Seniority List.xls · Web viewShri Ram Kumar Singh Shri Raj Kumar Arya Shri Virendra Verna Shri Anil Singh Rajput Shri Naveen Kumar Patwa Shri Pramod Kushwah Shri Rajendra S.](https://static.fdocuments.us/doc/165x107/5b03195a7f8b9a8c688b9ba5/xls-seniority-listxlsweb-viewshri-ram-kumar-singh-shri-raj-kumar-arya-shri-virendra.jpg)
