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A Oneindia Venture

Nifty 25,760.50 +2.68%

22k Gold ₹ 13,910 /gm

Sensex 83,848.61 +2.67%

Nifty 25,760.50 +2.68%

22k Gold ₹ 13,910 /gm

Sensex 83,848.61 +2.67%

Nifty 25,760.50 +2.68%

22k Gold ₹ 13,910 /gm

Directors Report of Century Plyboards (India) Ltd.

Mar 31, 2025

Your Directors take pleasure in presenting the Company''s Forty-fourth Annual Report of the Company along with the audited
financial statements (standalone and consolidated) for the Financial Year ended 31st March, 2025 and Auditors'' Report thereon.
The consolidated performance of the Company and its subsidiaries has been referred to wherever required.

FINANCIAL PERFORMANCE
FINANCIAL HIGHLIGHTS

The Company''s financial performance for the year ended 31st March, 2025 is summarised below:

Particulars	STANDALONE		CONSOLIDATED
	2024-25	2023-24	2024-25	2023-24
Gross Income	4,116.67	3,799.52	4,538.08	3929.84
Profit before Depreciation, Interest & Tax	521.61	533.51	483.50	564.73
Depreciation	88.28	81.36	137.19	94.74
Interest & Finance Charges	36.24	25.28	69.03	30.83
Profit before Tax	397.09	426.87	277.28	439.16
Tax Expenses	112.53	112.13	91.20	113.83
Profit after Tax	284.56	314.74	186.08	325.33
Attributable to:
Owners of the Company	284.56	314.74	185.32	326.39
Non-controlling interests	-	-	0.76	(1.06)
Other Comprehensive Income (net of taxes)	(5.06)	(0.11)	(7.06)	(0.16)
Total Comprehensive Income for the year	279.50	314.63	179.02	325.17
Attributable to:
Owners of the Company	279.50	314.63	178.19	326.14
Non-controlling interests	-	-	0.83	(0.97)
Opening balance in Retained Earnings	2,117.12	1824.71	2,149.17	1844.92
Adjustment with other equity	(5.06)	(0.11)	(5.10)	0.08
Amount available for appropriation	2396.62	2139.34	2329.39	2171.39
Final Dividend	22.22	22.22	22.22	22.22
Closing Balance in Retained Earnings	2374.40	2117.12	2,307.17	2149.17

RESULT OF OPERATIONS AND THE STATE OF

COMPANY''S AFFAIRS

Standalone

? During the financial year 2024-25, your Company
registered a revenue of H4,067.91 crore vs H3,758.57 crore
in the previous year, up 8.23% YoY.

? Profit before Tax stood at H397.09 crore as against H426.87
crore in the previous year - a decrease of 6.98%.

? Profit after Tax is H284.56 crore as against H314.74 crore in
the previous year showing a decrease of 9.59%.

? EBITDA Margin reduced from 14.19% in the previous year
to 12.82% this year.

Consolidated

? Centuryply recorded consolidated revenue of H4,527.80
crore as against H3,885.95 crore in the previous year, up
16.52% YoY.

? Profit before Tax stood at H277.28 crore as against H439.16
crore in the previous year - a decrease of 36.86%.

? Profit after Tax is H186.08 crore as against H325.33 crore in
the previous year - showing a decrease of 42.80%.

? EBITDA Margin reduced from 14.53% in the previous year
to 10.58% this year.

The operations and financial results of the Company are
elaborated in the annexed Management Discussion and
Analysis.

DIVIDEND

Your Company has a consistent record of dividend payments.
For the financial year ended 31st March, 2025, the Directors
recommend a Final Dividend of Re. 1/- (100%) per equity share
of face value Re. 1/-, subject to approval of the shareholder at
the ensuing Annual General Meeting (AGM). With this, the
Company aims to balance rewarding Members and retaining
funds for long-term growth.

The final dividend will be paid within the statutory period
after deducting tax at source, wherever applicable. In line with
Regulation 43A of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, the Company follows
a Dividend Distribution Policy, available at: https://www.
centuryply.com/codes-policies/CPIL-Dividend-Distribution-
Policy.pdf.

TRANSFER TO RESERVES

The Reserves and Surplus of your Company has increased to
H2,415.45 crore in the year 2024-25 as compared to H2,158.18
crore in the year 2023-24. Your Directors have proposed not to
transfer any sum to the General Reserve during the Financial
Year 2024-25.

SHARE CAPITAL

During the year under review, there were no changes in the
share capital of the Company. As on 31st March, 2025, the
Company''s paid-up Equity Share Capital was H22,25,27,240/-
comprising of 22,21,72,990 Equity Shares of Face Value of
Re. 1/- each and H3,54,250 received on account of 13,80,000
(post-split) forfeited shares. During the Financial Year 2024Â¬
25, your Company has neither issued any shares or convertible
securities nor has granted any stock options or sweat equity.

INDIAN ECONOMY

India has sustained its position as one of the world''s fastest-
growing major economies, supported by structural reforms,
demographic advantage, digital advancements, and resilient
domestic demand. Despite a moderation in GDP growth to
6.5% in FY 2024-25 due to global headwinds and internal
challenges such as inflation and trade imbalances, the
country demonstrated stability through robust GST collections,
strong manufacturing and service sectors, and government-
led initiatives like âDigital India'' and ease-of-doing-business
measures.

The Reserve Bank of India responded proactively to address
inflationary pressures and slowing growth by easing policy
rates and reducing reserve requirements to stimulate liquidity
and support consumption. Inflation subsequently moderated,
while the economy benefited from higher infrastructure
spending, strong export growth, and rising foreign investment,
which together strengthened the country''s external position
and boosted foreign exchange reserves.

India''s growth outlook remains resilient due to its consumption-
driven economy, supportive policy frameworks like PLI

schemes and Smart Manufacturing programs, and a push
towards self-reliance under âViksit Bharat 2047.â Enhanced
logistics, deregulation, and a growing middle class continue to
support domestic investment and foreign interest. Amid global
economic uncertainties, India''s relatively insulated demand
structure and strategic reforms position it well for sustained
long-term growth.

MATERIAL CHANGES AND COMMITMENTS
AFFECTING THE FINANCIAL POSITION OF THE
COMPANY

No material changes and commitments affecting the financial
position of your Company have occurred between the end of
the Financial Year 2024-25 and the date of this Board''s Report.
The Management of your Company has considered internal and
certain external sources of information, including economic
forecasts and industry reports up to the date of approval of the
Financial Statements, in determining the impact on various
elements of its Financial Statements.

EXPANSION PLANS AND FUTURE OUTLOOK

The Company had embarked upon enhancement of its present
particle board capacities of 75000 CBM per annum with a
proposed addition of 240000 CBM per year through a green field
project at Tiruvallur in Tamil Nadu. Commercial production
successfully started on 27th June, 2025. This enhanced
capacity will enable the Company to meet rising demand
more effectively, diversify its product offerings, and solidify its
competitive position in the fast-growing particle board market.

The Company has also initiated steps for setting up a plywood
manufacturing unit at Hoshiarpur in Punjab with a proposed
capacity addition of 60000 CBM per year and CAPEX of
H144 crore. This project is aimed at catering to the growing
demands of North India as well as to leverage on Agro Forestry
in Punjab. Commercial production is expected to start by
August 2026.

CHANGE IN NATURE OF BUSINESS, IF ANY

There has not been any change in the nature of business of the
Company during the FY ended 31st March, 2025.

SUBSIDIARIES
CHANGES IN SUBSIDIARIES

As a purposeful strategy, your Company carries a part of its
business operations through several subsidiaries which are
formed either directly or as step-down subsidiaries or in certain
cases by acquisition of majority stake in existing companies.
As on 31st March, 2025, your Company had following 13
subsidiaries and 3 step-down subsidiaries:

Subsidiary Companies

? Auro Sundram Ply and Door Pvt. Ltd.

? Century MDF Ltd.

? Ara Suppliers Pvt. Ltd.

? Arham Sales Pvt. Ltd.

? Adonis Vyaper Pvt. Ltd.

? Apnapan Viniyog Pvt. Ltd.

? Century Infotech Ltd.

? Century Panels Ltd.

? Century Infra Ltd.

? Century Ports Ltd.

? Centuryply Furniture Fittings Ltd.

? Pacific Plywoods Pvt. Ltd.

? Century Gabon SUARL

Step-down subsidiaries

? Asis Plywood Ltd.

? Century Adhesives & Chemicals Ltd.

? Century Panels B.V

Your Company did not have any associate companies or joint
venture companies within the meaning of Section 2(6) of the
Companies Act, 2013, as amended from time to time. During
the year and till date the following changes have taken place
with respect to subsidiary Companies:

? The Company completed the disposal and transfer of its
entire stake in Century Ply (Singapore) Pte. Ltd. (CSPL)
on 23rd April, 2024. Consequently, CSPL remained a
subsidiary of the Company till 22nd April, 2024. Further,
Century Ply Laos Co. Ltd. and Century Huesoulin Plywood
Lao Co., Ltd., being subsidiaries of CSPL, also remained
step-down subsidiaries of the Company till 22nd April,
2024.

? Century Panels Ltd., wholly owned subsidiary of the
Company, incorporated a wholly owned Subsidiary by
the name âCentury Panels B.V'' in Netherlands on 22nd
October, 2024 for the purpose of importing, exporting,
trading, and distributing plywood, laminate, MDF and
other related products. Consequently, Century Panels B.V,
being a subsidiary of Century Panels Ltd., also became a
step-down subsidiary of the Company.

? The Company incorporated Centuryply Furniture Fittings
Ltd. in Kolkata on 18th February, 2025 as its wholly owned
Subsidiary for the purpose of manufacturing fitting and
fixtures for furniture.

OPERATIONS

During the year, Century MDF Ltd. entered into a new line of
business involving leasing of land and buildings, including
guest houses. Apart from this, there has been no material
change in the nature of the business of the subsidiaries/ step-
down subsidiaries.

Auro Sundram Ply & Door Pvt. Ltd. continues to manufacture
plywood and allied products from eco-friendly agro-forestry
timber and operates a plywood unit at Roorkee in Uttarakhand.

The Company''s wholly owned subsidiary, Century Panels Ltd.,
has performed reasonably well during the year, demonstrating
remarkable growth in its laminate and MDF manufacturing
business at its facility in Gopavaram, Kadapa District, Andhra
Pradesh. It is producing a wide range of solution-based
products, primarily to cater to the international markets. To
have better competitive advantage, this plant has obtained

several process and product certifications including IMS
Certification (ISO 9001, 14001, 45001), FSC Certifications,
SIRIM QAS international, Malaysia - CGS Grade as per BS EN
438-4:2016, TUV SUD, Singapore - CGS Grade as per BS EN
438-4:2016, Greenguard (US) and BIS 2046.

Century Adhesives & Chemicals Ltd. has initiated the process
for setting up a resin and formalin manufacturing facility at
Multi product SEZ, Industrial Park Naidupetta, Andhra Pradesh.
Necessary clearances have been obtained and erection work in
underway. The plant is expected to be operational within the
second quarter of FY 2025-26.

Ara Suppliers Pvt. Ltd., Arham Sales Pvt. Ltd., Adonis
Vyaper Pvt. Ltd. and Apnapan Viniyog Pvt. Ltd. jointly own
and hold some land in Kolkata which is yet to be developed.
Century Infotech Ltd. is primarily engaged in the business of
e-commerce, e-shopping, online information services, online
application integration including buying, selling, marketing,
trading and dealing in various kinds of products and services.
Its e-commerce operations are however currently suspended.

Pacific Plywoods Pvt. Ltd. is in the process of setting up
a resin manufacturing unit at Bishnupur in West Bengal
with a capacity of 18000 TPA at an approximate CAPEX of
H5 crore. This plant will serve as a back-ward integration for the
Company''s manufacturing facilities.

Century Ports Ltd. is actively moving ahead with its project
for rejuvenation of Khidderpore Docks (KPD-I West) through
PPP mode on Design, Build, Finance, Operate and Transfer
(DBFOT) basis at Syama Prasad Mookerjee Port, Kolkata. The
same is expected to be completed and operational within the
second quarter of FY 2025-26. Once fully operational, these
berths under KPD -I (West), will create additional port capacity
in eastern India by installing mechanised systems to handle
containers as well as clean bulk cargo. As of day, majority of
the equipment have arrived for the project and installations are
underway. Century Ports Ltd. is also exploring possibilities of
further deepening its presence in this segment.

Century Infra Ltd. had acquired land adjacent to its Sonai CFS
with attached railway track to add railway as the new mode of
logistics, thereby enhancing its Cargo handling capacity and
stepping towards Multi Modal Logistic Operation (Surface, Rail
& Water). State of art infrastructure have been developed in the
said facility and the same has been converted to a first private
railway freight terminal at Syama Prasad Mookerjee Port. The
facility has already won a very prestigious cargo handling
contract from a public sector company for their cargo handling
for a period of 5 years.

Century Gabon SUARL enjoys the advantage of availability
of abundant Okoume timber required for production of face
veneer. It is presently operating at a capacity of peeling 200
CBM of timber per day, serving as a vital backward integration
for securing availability of raw material for Century Ply.

Centuryply Furniture Fittings Ltd. and Century Panels B.V
being recently incorporated, are in their nascent stage and has
not commenced commercial activities. Asis Plywood Ltd. is
also currently not operational.

POLICY ON MATERIAL SUBSIDIARIES

In accordance with Regulation 16(1)(c) of Listing Regulations,
your Company has adopted a policy for determining material
subsidiaries. The Policy is intended to identify the material
subsidiaries of the Company and to provide an appropriate
governance framework for monitoring and managing such
subsidiaries. The Policy was amended on 7th February, 2025
and can be accessed on the website of the Company under the
web link: https://www.centuryply.com/codes-policies/CPIL-
Policy-on-material-subsidiary.pdf.

During the year under review, your Company did not have any
material subsidiary whose turnover or net worth exceeded
10% of the consolidated annual turnover or consolidated net
worth respectively, of the Company and its subsidiaries in the
previous financial year.

FINANCIAL POSITION & PERFORMANCE

During the year under review, the affairs of the subsidiaries
were reviewed by the Board, inter alia, by the following means:

? Financial statements of the subsidiary companies are
reviewed by the Company''s Audit Committee.

? Major investments made by the subsidiaries are reviewed
quarterly by the Company''s Audit Committee.

? Minutes of Board meetings of subsidiary companies are
placed before the Company''s Board regularly.

? Significant transactions and arrangements entered into
by subsidiary companies are placed before the Company''s
Board.

Pursuant to the provisions of Section 129(3) of the Companies
Act, 2013 read with Rule 5 of the Companies (Accounts) Rules,
2014, a statement in Form No. AOC-1, containing the salient
features of financial statements of the Company''s subsidiaries
is appended as Annexure â1'' to this Report.

The Contribution of the subsidiaries to the overall performance
of the Company during the year is given in note no. 47 of the
Consolidated Financial Statement.

ACCOUNTS

CONSOLIDATED FINANCIAL STATEMENTS

The consolidated financial statements of the Company and its
subsidiaries for FY 2024-25 are prepared in compliance with the
applicable provisions of the Companies Act, 2013, Regulation
33 of the Listing Regulations and in accordance with the Indian
Accounting Standards notified under the Companies (Indian
Accounting Standards) Rules, 2015.

In accordance with the provisions of Section 129(3) of the
Companies Act, 2013 read with the Companies (Accounts)
Rules, 2014, Companies (Indian Accounting Standards) Rules,
2015 and other applicable provisions and Regulation 34(2) of
Listing Regulations, the Consolidated Financial Statements of
the Company and its subsidiaries for FY 2024-25 along with
Auditor''s Report thereon forms part of this Annual Report.
These statements have been prepared on the basis of audited
financial statements received from the subsidiary companies
as approved by their respective Boards.

Pursuant to the provisions of Section 136 of the Companies
Act, 2013, Annual Report of the Company, containing therein
its standalone and consolidated financial statements along
with relevant documents and separate audited financial
statements in respect of each of the subsidiaries, are available
on the website of the Company, www.centuryply.com under the
âInvestors'' section.

The Financial Statements along with audit reports thereto
in respect of the Company''s subsidiaries are available for
inspection by the Members at the Registered Office of the
Company and that of the respective subsidiaries during working
days between 11.00 A.M. and 1.00 PM. Shareholders interested
in obtaining a copy of the audited financial statements of the
subsidiary companies may write to the Company Secretary at
the Company''s registered office.

PARTICULARS OF LOANS, GUARANTEES AND
INVESTMENTS

Details of loans, guarantees and investments under the
provisions of Section 186 of the Companies Act, 2013 read with
the Companies (Meetings of Board and its Powers) Rules, 2014
and schedule V of the Listing Regulations, as on 31st March,
2025, are set out in Annexure â2'' hereto and forms a part of
this Report. The particulars of loans and investments have also
been disclosed in notes to the Financial Statements.

RELATED PARTY TRANSACTIONS

Your Company has drawn up a Policy on materiality of and
dealing with Related Party Transactions (âRPT Policy''), in line
with the provision of the Companies Act, 2013 and Listing
Regulations. On 7th February, 2025, the policy was amended to
make it conform to the amendments brought in by SEBI LODR
(Third Amendment) Regulations, 2024. The amended Policy
may be accessed on the Company''s website at: https://www.
centuryply.com/codes-policies/Policy-on-Materiality-of-and-
dealing-with-related-party-transcations.pdf.

All contracts/ arrangements/ transactions with related parties,
entered into or modified by the Company during the Financial
Year 2024-25, were on an arm''s length basis and not âmaterial''.
The said transactions with Related Parties were entered into
for the benefit and in the interest of your Company and its
stakeholders. These transactions were, inter-alia, based on
various considerations such as business exigencies, synergy
in operations, the policy of the Company and resources of the
Related Parties. During the year, all transactions entered into
with related parties were approved by the Audit Committee.
Certain transactions, which were planned/ repetitive in nature
or unforeseen in nature, were approved through omnibus
route. A statement of transactions entered into pursuant to the
approvals so granted is placed before the Audit Committee and
the Board of Directors on a quarterly basis. All the transactions
were in compliance with the applicable provisions of the
Companies Act, 2013 and Listing Regulations. There are no
materially significant transactions with related parties which
may have a potential conflict with the interest of the Company
at large.

During the year, your Company had not entered into any
contract/ arrangement / transaction with related parties
which could be considered material in terms of the RPT Policy,

requiring shareholders'' approval under Regulation 23(4) of the
Listing Regulations or Section 188 of the Companies Act, 2013
read with Rules made thereunder. Accordingly, the disclosure
of Related Party Transactions as required under Section
134(3) (h) of the Companies Act, 2013 read with Rule 8(2) of
the Companies (Accounts) Rules, 2014 in Form AOC-2 is not
applicable.

Members may refer note no. 38 to the Financial Statements
which sets out the Related Party Disclosures pursuant to
IND AS and in terms of Regulation 34(3) read with Part A of
Schedule V of the Listing Regulations. The Company, in terms
of Regulation 23 of the Listing Regulations submits half-yearly
disclosures of related party transactions to the stock exchanges
and the same can be accessed on the website of the Company,
www. centuryply. com.

PUBLIC DEPOSITS

During the Financial Year 2024-25, the Company has not
invited, accepted or renewed any public deposits covered
under Section 73 of the Companies Act, 2013 read with the
Companies (Acceptance of Deposits) Rules, 2014. As such, no
amount on account of principal or interest on public deposits
was outstanding as on the date of the Balance Sheet. In terms
of Rule 2(1)(c)(viii) of the Companies (Acceptance of Deposits)
Rules, 2014, the details of the amount received, if any, from the
Directors of the Company are provided in the note nos. 17 and
38 of the Standalone Financial Statements of the Company.

AUDITORS

STATUTORY AUDITORS & THEIR REPORT

Pursuant to provisions of Section 139 of the Companies Act,
2013 read with the Companies (Audit and Auditors) Rules,
2014, the Company at its Annual General Meeting held on 25th
September, 2024, had appointed M/s. S. R. Batliboi & Co. LLP,
Chartered Accountants (ICAI Firm Registration No. 301003E/
E300005 as the Statutory Auditors of the Company for a term
of five years from the conclusion of 43rd AGM held in calendar
year 2024 till the conclusion of the 48th AGM to be held in the
calendar year 2029. The Statutory Auditors of the Company
were present in the last AGM.

Pursuant to Section 141 of the Companies Act, 2013 read
with the Companies (Audit and Auditors) Rules, 2014, M/s.
S. R. Batliboi & Co. LLP have represented that they are not
disqualified and continue to be eligible to act as the Auditor of
the Company. M/s. S. R. Batliboi & Co. LLP have also confirmed
that they have been subjected to the peer review process of the
Institute of Chartered Accountants of India (ICAI) and holds
a valid certificate issued by the Peer Review Board of ICAI as
required under Regulation 33(1)(d) of the Listing Regulations.

The Statutory Auditors'' Report âwith an unmodified opinionâ,
given by M/s. S. R. Batliboi & Co. LLP on the Standalone and
Consolidated Financial Statements of the Company for the
Financial Year ended 31st March, 2025, is appended in the
Financial Statements forming part of this Annual Report.
There has been no qualification, reservation, adverse remark or
disclaimer given by the Statutory Auditor in their Report for the
year under review.

The Notes on Financial Statements referred to in the Auditors''
Report are self-explanatory and do not call for any further
comments.

SECRETARIAL AUDITORS & THEIR REPORT

In accordance with the amended provisions of Regulation 24A of
the SEBI Listing Regulations and Section 204 of the Companies
Act, 2013, read with Rule 9 of the Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014,
the Board of Directors has approved and recommended the
appointment of M/s MKB & Associates, a peer-reviewed firm
of Practising Company Secretaries (Firm Registration Number:
P2010WB042700), as Secretarial Auditors of the Company for
a term of five consecutive years. Their tenure will commence
from the conclusion of the ensuing Annual General Meeting
(AGM) and continue until the conclusion of the 49th AGM to
be held in 2030, subject to approval by the Members at the
ensuing AGM.

A brief profile and other relevant details of M/s MKB &
Associates have been separately disclosed in the Notice of the
AGM. The firm has provided its consent to act as Secretarial
Auditors and confirmed that the proposed appointment, if
approved, will be within the prescribed limits under applicable
laws. They have further affirmed that they are not disqualified
for such appointment under the provisions of the Companies
Act, 2013, the applicable rules, and the Listing Regulations.

The Secretarial Audit Report for the financial year 2024-25,
in Form MR-3, is attached as Annexure â3'' to this report. The
report does not contain any qualification, reservation, adverse
remark, or disclaimer.

REPORTING OF FRAUDS BY AUDITORS

In terms of Section 143(12) of the Companies Act, 2013, the
Auditors have not reported any instances of frauds committed
in the Company by its Officers or Employees during the year
under review.

DIRECTORS AND KEY MANAGERIAL
PERSONNEL

I. INDEPENDENT DIRECTORS:

(a) CHANGES IN INDEPENDENT DIRECTORS

The Company''s remuneration policy provides criteria for
the selection, appointment and remuneration of Directors,
which inter-alia, requires that the Directors shall be of high
integrity with relevant expertise and experience to have
a diverse Board. The Policy also lays down the positive
attributes/criteria while recommending the candidature
for the appointment of a new Director.

In terms of Section 149(11) of the Companies Act, 2013, no
Independent Director shall hold office for more than two
consecutive terms. Sri J.P Dua (DIN: 02374358) ceased
to serve as an Independent Director on the Board of the
Company with effect from 1st April, 2024, upon completion
of his second consecutive term on 31st March, 2024. The
Board, thereafter, appointed Sri Pramod Agrawal (DIN:
00279727) as an Additional Director in the Independent

category, not liable to retire by rotation, for a term of five
years effective from 1st April, 2024. His appointment was
duly approved by the shareholders through Postal Ballot on
16th April, 2024.

During the year under review, the second term of Sri Vijay
Chhibber (DIN: 00396838) as an Independent Director
concluded on 31st January, 2025. The Board places on
record its appreciation for his invaluable contribution and
guidance throughout his tenure with the Company.

Further, Prof. (Dr.) Arup Roy Choudhury (DIN: 00659908)
was appointed as an Additional Director in the
Independent category, not liable to retire by rotation, for a
term of five years from 1st February, 2025 to 31st January,
2030. His appointment was subsequently confirmed by the
shareholders through Postal Ballot on 25 th March, 2025.

The second term of Sri Sunil Mitra (DIN: 00113473) and
Sri Debanjan Mandal (DIN: 00469622) got completed on
31st July, 2025. On recommendation of the Nomination
and Remuneration Committee, the Board of Directors at
its meeting held on 29th May, 2025, appointed Prof. (Dr.)
Anuradha Lohia (DIN- 00599122) and Sri Kothandaraman
Hari (DIN- 08901674) as Additional Directors in the
Independent category, not liable to retire by rotation, both
with effect from 29th May, 2025 for a term up to 28th May,
2030. Their appointments were approved by the Members
through respective Special Resolutions passed by means of
postal ballot/e-voting on 8 th July, 2025.

(b) DECLARATION BY INDEPENDENT DIRECTORS

Pursuant to the provisions of Section 149 (7) of the
Companies Act, 2013 read with Rules made thereunder
and in terms of Regulation 25(8) of Listing Regulations,
the independent directors have submitted declarations
confirming that:

i. they meet the criteria of independence as prescribed
under Section 149(6) of the Companies Act, 2013
read with Schedule and Rules framed thereunder
and Regulation 16(1)(b) of the Listing Regulations, as
amended and that during the year, there has been no
change in the circumstances affecting their status as
Independent Directors of the Company;

ii. in terms of Regulation 25(8) of the Listing Regulations,
they are not aware of any circumstance or situation,
which exist or may be reasonably anticipated, that
could impair or impact their ability to discharge their
duties with an objective independent judgment and
without any external influence;

In terms of Regulation 25(9) of the Listing Regulations,
the Board of Directors has ensured the veracity of the
disclosures made under Regulation 25(8) of the Listing
Regulations by the Independent Directors of the Company
and is of the opinion that they fulfil the conditions specified
in the Act and the Listing Regulations and that they are
independent of the management.

The Independent Directors have confirmed compliance
with the Company''s Code of Conduct as formulated by the
Company and also with the Code for Independent Directors

prescribed in Schedule IV to the Companies Act, 2013. In
terms of Section 150 of the Companies Act, 2013 read with
Rule 6 of the Companies (Appointment and Qualification
of Directors) Rules, 2014, all the Independent Directors
of the Company have confirmed that they have a valid
registration with the Independent Directors'' databank
maintained by the Indian Institute of Corporate Affairs
(IICA) and have also completed the online proficiency test
conducted by the IICA, if not exempted.

All the Directors of your Company have confirmed that they
are not disqualified from being appointed or continuing as
Directors in terms of Section 164(2) of the Companies Act,
2013 and Rule 14(1) of the Companies (Appointment and
Qualification of Directors) Rules, 2014.

During the year under review, the non-executive directors
of the Company had no pecuniary relationship or
transactions with the Company, other than payment of
sitting fees, commission and reimbursement of expenses
incurred by them for the purpose of attending meetings
of the Board / Committee / Independent Directors of the
Company.

Your Company has a well-defined familiarization
programme in line with the requirements of Regulation
25(7) of the Listing Regulations and Schedule IV of
the Companies Act, 2013. A detailed overview of the
Company''s familiarisation program can be accessed
through web-link: https://www.centuryplv.com/codes-

policies/Familiarization-Programme-for-Independent-
Directors.pdf.

The Company has implemented a comprehensive
induction and familiarization program to support newly
appointed Directors, particularly Independent Directors,
in understanding its business operations, governance
structure, statutory framework, and key policies. New
Directors receive an induction kit containing essential
documents such as the Memorandum and Articles of
Association, organizational structure, internal policies,
and information on Board committees and subsidiaries.
The Chairman and Managing Director conduct personal
briefings, while the Company Secretary outlines
the Directors'' legal and regulatory responsibilities.
Directors also engage in regular interactions with senior
management to stay informed on strategic and operational
matters, with unrestricted access to Company information
at all times.

To ensure continuous engagement and effectiveness, the
Company provides Directors with timely updates through
presentations, reports, and discussions on business
performance, regulatory developments, and industry
trends. Independent Directors are also encouraged to
participate in external training programs to enhance
their knowledge. Site visits to operational facilities are
organized to offer firsthand insight into the Company''s
processes and functions, reinforcing their ability to
contribute meaningfully to governance and strategic
decision-making.

A visit to the container freight station being operated
by the Company''s subsidiary, was organised on 7th
February, 2025 for all the Independent Directors to provide
them an in-depth understanding of the service-oriented
operations highlighting the Company''s commitment to
efficiency, safety, and sustainable practices in logistics
and ware-housing management. They were briefed on
key aspects such as cargo handling processes, logistics
management, storage facilities, safety and security
protocols, and compliance with environmental and
regulatory requirements. The details of the familiarisation
programme imparted to Independent Directors can be
accessed on the website of the Company at https://www.
centuryply.com/investor-information/familiarisation-
proqram/Familiarization-Proqramme-Details_2024-25.pdf

(d) STATEMENT REGARDING INDEPENDENT
DIRECTOR

In the opinion of the Board, the Independent Directors,
including those appointed during the year, possess the
requisite expertise and experience and are persons of
high integrity and repute and that they are independent
of the management. They demonstrate highest level of
integrity while maintaining confidentiality and identifying,
disclosing and managing conflict of interest.

II. NON- INDEPENDENT DIRECTORS:

(a) CHANGES IN NON-INDEPENDENT DIRECTORS

There has not been any appointment/ retirement/
resignation of Non-independent Directors during the
Financial Year ended 31st March, 2025.

(b) RETIREMENT BY ROTATION

In accordance with Section 152(6)(c) of the Companies
Act, 2013, Sri Ajay Baldawa (DIN: 00472128) and Ms.
Nikita Bansal (DIN: 03109710), being longest in office,
will retire by rotation at the ensuing Annual General
Meeting of the Company and being eligible, have offered
their candidature for re-appointment as Directors. In view
of their considerable experience and contribution to the
Company, the Board recommends their re-appointment.
Their detailed profiles and particulars of experience, skill
and attributes that qualify them for Board Membership
together with other details as required under the
Companies Act, 2013, Secretarial Standards and Listing
Regulations, forms a part of the explanatory statement
attached to the Notice of ensuing Annual General Meeting
of the Company.

III. KEY MANAGERIAL PERSONNEL

Pursuant to the recommendation of the Nomination and
Remuneration Committee, the Board of Directors at its
meeting held on 7th August, 2025 reappointed Sri Sajjan
Bhajanka (DIN: 00246043) as Chairman and Managing
Director of the Company for a further period of five years
with effect from 1st April, 2026, notwithstanding that
he has attained the age of 70 years. His reappointment
is subject to approval of the shareholders at the ensuing
Annual General Meeting. The Board also reappointed Shri

Keshav Bhajanka (DIN: 03109701) as Executive Director
of the Company for a further period of five years with
effect from 28th January, 2026, subject to approval of the
shareholders.

Apart from the above, there has not been any change in
Key Managerial Personnel during the Financial Year ended
31st March, 2025.

IV. INTER-SE RELATIONSHIPS BETWEEN THE
DIRECTORS

None of the Directors of the Company are related inter-se,
except for Sri Keshav Bhajanka who is the son of Sri Sajjan
Bhajanka, Chairman and Managing Director and Ms.
Nikita Bansal, who is the daughter of Sri Sanjay Agarwal,
CEO & Managing Director.

MEETINGS

MEETINGS OF BOARD OF DIRECTORS

During the year, the Board met four times, i.e., on 24th May,

2024, 5th August, 2024, 13th November, 2024 and 7th February,

2025. The details of these Meetings are given in the Corporate
Governance Report forming part of the Annual Report.

MEETINGS OF INDEPENDENT DIRECTORS

During the year under review, the Independent Directors met
once on 24th January, 2025 without the presence of NonÂ¬
Independent Directors and members of the Management inter
alia to:

? Review the performance of Non-Independent Directors,
the Board as a whole and that of its Committees;

? Review the performance of the Chairman of the Company,
taking into account the views of Executive Directors and
Non-Executive Directors; and

? Assess the quality, content and timeliness of flow of
information between the Company''s management and the
Board which is necessary for the Board to effectively and
reasonably perform its duties.

MANAGERIAL REMUNERATION

PARTICULARS OF MANAGERIAL REMUNERATION

Disclosure pertaining to remuneration and other details as
required under Section 197(12) of the Companies Act, 2013
read with Rule 5(1) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 is annexed
to this Report as Annexure â4''. Your Directors state that none
of the Executive Directors of the Company received any
remuneration or commission from any of its Subsidiaries.

PARTICULARS OF EMPLOYEES

The statement of remuneration and particulars of employees
prepared in terms of Section 197 (12) of the Companies Act, 2013
read with Rule 5(2) and (3) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 is provided
in Annexure â4'' forming part of this report.

There was no employee receiving remuneration during the year
in excess of that drawn by the Managing Director or WholeÂ¬
time Director and holding by himself or along with his spouse
and dependent children, not less than two percent of the equity
shares of the Company.

CORPORATE GOVERNANCE MEASURES

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 134(3)(c) and 134(5) of the Companies Act,
2013, the Board of Directors, to the best of their knowledge and
belief, states that it had:-

(i) followed the applicable accounting standards in the
preparation of the Annual Accounts for the year ended
31st March, 2025 along with proper explanations relating
to material departures, if any;

(ii) 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 as at the end of the
Financial Year 31st March, 2025 and of the profit of the
Company for that period;

(iii) taken proper and sufficient care for the maintenance of
adequate accounting records in accordance with the
provisions of the Companies Act, 2013 for safeguarding the
assets of the Company and for preventing and detecting
fraud and other irregularities;

(iv) prepared the Annual Accounts of your Company for the
Financial Year ended 31st March, 2025 on a âgoing concern''
basis;

(v) laid down internal financial controls to be followed by the
Company and that such internal financial controls are
adequate and were operating effectively; and

(vi) devised proper systems to ensure compliance with the
provisions of all applicable laws and that such systems
were adequate and were operating effectively.

MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion and Analysis report, capturing
your Company''s performance, industry trends and other
material changes with respect to your Company and its
subsidiaries is presented in a separate section forming part
of the Annual Report. The Report provides a consolidated
perspective of economic, social and environmental aspects
material to our strategy and our ability to create and sustain
value for our stakeholders and includes aspects of reporting
as required by Regulation 34(2)(e) read with Schedule V of the
Listing Regulations.

CORPORATE GOVERNANCE

Centuryply has come a long way in adopting some of the key
principles of Corporate Governance like Frugality, Integrity,
Excellence, Teamwork, Empowerment, Speed & Energy,
Change friendly, Caring and Sharing. These elements are
essential in realizing its vision of "Sarvada Sarvottam - The Best
Always."

Your Company complies with the applicable provisions of the
Companies Act, 2013 and applicable Secretarial Standards
issued by the Institute of Company Secretaries of India.
Apart from complying with the mandatory requirements, your
Company also complies with certain discretionary requirements
of Corporate Governance as specified in Part E of Schedule II of
the Listing Regulations.

In compliance with the provisions of Regulation 34 of the Listing
Regulations read with Schedule V of Listing Regulations, a
Report on Corporate Governance for the Financial Year ended
31st March, 2025 along with a Certificate issued by M/s. MKB
& Associates, Company Secretaries in Practice, confirming
compliance with the requirements of Corporate Governance,
forms part of this Annual Report.

CEO & CFO CERTIFICATION

In terms of Regulation 17(8) read with Schedule II Part B of
the Listing Regulations, a certificate from the Chief Executive
Officer and Chief Financial Officer of the Company addressed
to the Board of Directors, inter alia, confirming the correctness
of the financial statements and cash flow statements for
the Financial Year ended 31st March, 2025, adequacy of the
internal control measures and reporting of matters to the Audit
Committee, is provided elsewhere in this Annual Report.

INTERNAL CONTROLS/ INTERNAL FINANCIAL
CONTROLS AND THEIR ADEQUACY

The Company has established robust and efficient internal
control systems tailored to the scale of its operations and
the complexities of the market it serves.. These stringent
and comprehensive controls have been designed to provide
reasonable assurance with regard to recording and providing
reliable financial and operational information, complying with
applicable statutes, safeguarding assets from unauthorized
use, executing transactions with proper authorization and
ensuring compliance with corporate policies.

Your Company has adequate Internal Financial Controls System
over financial reporting which ensures that all transactions are
authorized, recorded, and reported correctly in a timely manner.
The Company''s Internal Financial Control over financial
reporting is designed to provide reliable financial information
and to comply with applicable accounting standards. The
Company uses a state-of-the-art enterprise resource planning
(ERP) system that connects all parts of the organization, to
record data for accounting, consolidation and management
information purposes.

The Audit Committee regularly reviews the budgetary control
system of the Company as well as the system for cost control,
financial controls, accounting controls, physical verification
controls, etc. to assess the adequacy and effectiveness of the
internal control systems. Regular review of the established
internal controls system of the Company are undertaken by the
Company''s Management, Statutory and Internal Auditors and
deficiencies in the design or operation of such control, if any,
were discussed with the Auditors and the Audit Committee and
suitable actions to rectify those deficiencies were recommended
for implementation. No reportable material weakness or
significant deficiencies in the design or operation of such
controls was observed during the financial year 2024-25. Based
on its evaluation, the Audit Committee was of the view that, as
of 31st March, 2025, the Company''s internal financial controls
were adequate and operating effectively.

The Company has laid down Standard Operating Procedures
and policies to guide the operations of the business. Functional
heads are responsible to ensure compliance with all laws and
regulations and also with the policies and procedures laid
down by the Management. Robust and continuous internal
monitoring mechanisms and review processes ensure that such
systems are reinforced on an ongoing basis and updated with
new / revised standard operating procedures in order to align
the same with the changing business environment. Further, 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 their impact on
financials are disclosed after due validation with the statutory
auditors.

In our commitment to transparent and efficient corporate
governance, we place paramount importance on robust internal
controls and internal financial controls. Through regular
assessments and audits, we gauge the adequacy of our internal
controls, identifying areas for improvement and implementing
corrective measures where necessary. We are committed to
continually evaluating and strengthening our internal control
environment to adapt to evolving risks and challenges.

M/s. S. R. Batliboi & Co. LLP, the Statutory Auditors of the
Company have audited the Financial Statements of the
Company and have issued an attestation report on the
company''s internal control over financial reporting (as defined
in section 143(3)(i) of the Companies Act, 2013) which is
included as a part of this Annual Report.

The CEO and CFO certification provided in this Annual Report
discusses the adequacy of our internal control systems and
procedures. Further, the Directors'' Responsibility Statement
contains a confirmation as regards adequacy of the internal
financial controls. Based on the reviews of the internal
processes, systems and the internal financial controls and with
the concurrence of the Audit Committee, your Board was of the
opinion that the Company''s Internal Financial Controls were
adequate and operating effectively as of 31st March, 2025.

PERFORMANCE EVALUATION

In accordance with the Act and the Rules made thereunder,
and Regulation 4(2)(f) of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, your Company has
framed a âBoard Evaluation Policy'' for the annual evaluation of
the performance of the Board, its committees, and individual
Directors.

The Independent Directors at their separate Meeting held on
24th January, 2025, collectively reviewed the performance of
the non-independent Directors, the Board as a whole and that
of its Committees. At the said Meeting, they also reviewed the
performance of the Chairman of the Company, after taking into
account the views of executive directors and non-executive
directors. The Independent Directors also assessed the quality,
quantity and timeliness of flow of information between the

Company''s management and the Board. The Nomination and
Remuneration Committee, at its Meeting held on 24th January,
2025, carried out evaluation of performance of all Independent
Directors.

The Board, at its meeting held on 7th February, 2025, discussed
and took on record the performance evaluation carried out
by the Independent Directors and by the Nomination and
Remuneration Committee.Thereafter, the Board carried out an
evaluation of its own performance and that of its Committees.
The performance of each Director (including the Independent
Directors) was also carried out by the entire Board without the
presence and participation of the Director being evaluated.
Parameters and process applied for carrying out the evaluation
have been discussed in detail in the Corporate Governance
Report.

As an outcome of the evaluation exercise, the performance of
the Board, its Committees and Individual Directors, including
that of Chairman and Independent Directors, was found to
be satisfactory. It was noted that the Board as a whole has
a composition that represents an appropriate balance of
experience, skills, expertise, etc. and that the Board is provided
with adequate competitive and industry information to keep
the members up to date with industry landscape. The Board
members functioned constructively individually as well as a
team. The Board is well-supported by the activities of each of
the Board Committees which ensure the right level of attention
and consideration are given to specific matters. It was noted
that the Committees of the Board are functioning smoothly
in accordance with their respective charters, which clearly
define their purpose, roles, and responsibilities. Each Director
on the Board brings to the table deep functional experience,
well proven strategic and critical thinking skills and sound
financial acumen, thereby aggregating a competent Board of
Directors. The Chairman had been instrumental in fostering
and promoting the integrity of the Board while nurturing a
culture where the Board works harmoniously for the long-term
benefit of the Company and all its stakeholders.

The evaluation process endorsed the Board Members''
confidence in the ethical standards of the Company,
cohesiveness amongst the Board Members, constructive
relationship between the Board and the Management and the
openness of the Management in sharing strategic information
to enable Board Members to discharge their responsibilities.

COMMITTEES OF THE BOARD OF DIRECTORS

The Board Committees play an essential role in strengthening
Corporate Governance structures by ensuring more focused
and efficient oversight of key areas within an organization.
These Committees serve as vital extensions of the Board''s
oversight and decision-making responsibilities. The Board has
seven Committees out of which five have been mandatorily
constituted in compliance with the requirements of Companies
Act, 2013 and Listing Regulations and two non-mandatory
Committees have been constituted to enhance the objectivity
and independence of the Board''s judgement and to increase
the efficacy of governance. The Board has adopted charters
setting forth the roles and responsibilities of each of the
Committees. The Company Secretary officiates as the Secretary
of these Committees. The Board has constituted the following

Committees to deal with matters and to monitor activities
falling within their respective terms of reference:-

Mandatory Committees

? Audit Committee

? Nomination and Remuneration Committee

? Stakeholders Relationship Committee

? Risk Management Committee

? Corporate Social Responsibility Committee

Non-mandatory Committees

? Share Transfer Committee

? Finance Committee

Details of the composition of the above Committees, their
terms of reference, number of meetings held during the year,
attendance therein and other related aspects are provided in
the Corporate Governance Report which forms a part of the
Annual Report. There has been no instance where the Board
has not accepted the recommendations of its Committees.

POLICIES AND CODES
REMUNERATION POLICY

Your company has a Board approved Remuneration Policy that
applies to all of its Directors, Key Managerial Personnel, and
Senior Management Personnel and is uploaded on website of
the Company at https://www.centuryply.com/codes-policies/
remuneration-policy.pdf. The Policy inter-alia specifies the
criteria for their employment and remuneration based on
qualifications, positive attributes, independence of Directors
and other factors. The Policy has been enclosed as Annexure
â5'' to this report. The Company''s Remuneration Policy remained
unchanged during the year under review.

Your Company''s Remuneration Policy is based on "pay-for-
performance" principle. It is directed towards rewarding
performance based on periodic review of achievements and is
in consonance with existing industry practices. Further, it aims
to attract, retain and motivate highly qualified members for
the Board and other executive level and ensure their long term
sustainability. The Policy is designed to ensure that:

(a) the Company is able to attract, retain and motivate highly
qualified members for the Board and other executive level
and ensure their long term sustainability.

(b) the Company is able to provide a well-balanced and
competitive compensation package to its Executives,
taking into account their roles and position, shareholder
interests, industry standards and relevant regulations.

(c) remuneration of the Directors and other Executives are
aligned with the business strategy and risk tolerance,
objectives, vision, values and long-term interests of the
Company.

Criteria for determining qualifications, positive
attributes and independence of a Director

As required under Section 178(3) of the Companies Act,
2013 and Regulation 19 read with Schedule II of the
Listing Regulations, the Nomination and Remuneration
Committee has formulated the criteria for determining
qualifications, positive attributes and independence of
Directors, the key features of which are as follows:

? Qualifications - The Board nomination process
encourages diversity of thought, experience,
knowledge, age and gender. It also ensures that the
Board has an appropriate blend of functional and
industry expertise.

? Positive Attributes - Apart from the duties of
Directors as prescribed in the Companies Act, 2013,
the Directors are expected to demonstrate high
standards of ethical behaviour, communication skills
and independent judgement. The Directors are also
expected to abide by the respective Code of Conduct
as applicable to them.

? Independence - A Director will be considered
independent if he/she meets the criteria laid down in
Section 149(6) of the Companies Act, 2013, the Rules
framed thereunder and Regulation 16(1)(b) of the
Listing Regulations.

BOARD DIVERSITY POLICY

The Company''s Policy on Board Diversity, formulated and
adopted in terms of Regulation 19 read with Part D of Schedule
II of Listing Regulations sets out its approach to diversity. This
policy aims to address the importance of a diverse Board in
harnessing the unique and individual skills and experiences of
the members in a way that collectively benefits the organisation
and business as a whole. The said Policy makes the Nomination
and Remuneration Committee of the Company responsible for
monitoring and assessing the composition and performance of
the Board, as well as identifying appropriately qualified persons
to occupy Board positions.

The Board Diversity Policy of the Company is available on our
website at https://www.centuryply.com/codes-policies/Board-
Diversitv-Policv. pdf.

Moving beyond the Board, the Company also believes and puts
into practice the fact that diversity and inclusion at workplace
helps nurture innovation, by leveraging the variety of opinions
and perspectives coming from employees of diverse age, gender
and ethnicity.

WHISTLE BLOWER POLICY/ VIGIL MECHANISM

The Company has a vigil mechanism/ whistle blower policy
as required under Section 177 (9) and (10) of the Companies
Act, 2013 read with the relevant Rules, Regulation 22 of the
Listing Regulations and SEBI (Prohibition of Insider Trading)
Regulations, 2015. The Policy provides a mechanism for
Directors and Employees to report their genuine concerns or
grievances, about unethical behaviour, actual or suspected
fraud or violation of the Company''s code of conduct or ethics
policy. The Policy is designed to ensure that whistle blowers
may report genuine concerns without fear of retaliation. It
lays emphasis on the integrity at workplace and in business
practices, honest and ethical personal conduct, diversity,
fairness and respect. During the year under review, there was
no change in the Company''s Whistle Blower Policy. The said
policy is available on the Company''s website at: https://www.
centurvplv.com/codes-policies/Vigil-Mechanism-Policv-CPIL.
pdf.

Your Company encourages honesty from and among its
Employees and promotes âzero tolerance'' towards corruption,
illegal and unethical behaviour. Your Company''s Whistle Blower
Policy/ Vigil mechanism provides a channel to the Employees
and Directors of the Company to report genuine concerns about
unethical behaviour, actual or suspected incidents of fraud or
instances of leakage/suspected leakage of unpublished price
sensitive information or violation of the Company''s Code
of Conduct and/ or the Insider Trading Code adopted by the
Company. The Policy also provides complete confidentiality of
the matter so that no unfair treatment is meted out to the Whistle
Blower for reporting any concern. The Policy provides that
the Vigilance and Ethics Officer of the Company investigates
such incidents, when reported, in an impartial manner and
takes appropriate action to ensure that requisite standards of
professional and ethical conduct are always upheld. The Audit
Committee oversees the implementation of the Whistle Blower
Policy which provides for direct access to the Chairman/ CEO/
Chairman of the Audit Committee in exceptional cases.

During the Financial Year ended 31st March, 2025, no case was
reported under this policy. Further, no employee or Director was
denied access to the Audit Committee or its Chairman.

RISK MANAGEMENT POLICY

The Board shoulders the ultimate responsibility for the
management of risks and for ensuring the effectiveness of
internal control systems. The Risk Management Committee
aids the Board by assessing and providing oversight to
management relating to identification and evaluation of the
identified risks, including Sustainability, Information Security,
etc. The Committee is responsible for monitoring and reviewing
the risk management plan and ensuring its effectiveness.
The Audit Committee has additional oversight in the area of
financial risks and controls.

The Company endeavours to continually sharpen its Risk
Management systems and processes in line with a rapidly
changing business environment. The Company, through its risk
management process, aims to contain the risks within its risk
appetite. There are no risks which in the opinion of the Board
threaten the existence of the Company.

Your Company has a defined Risk Management Policy to
identify, assess, monitor and mitigate risks involved in its
business. It is designed in such a way so that the adverse
consequence of risks on business objectives of the Company
can be minimized. This policy also articulates the Company''s
approach to address uncertainties in its endeavours to achieve
its stated and implicit objectives.

In accordance with the policy, the Company has a structured
risk management process, which is overseen by the Risk
Management Committee. The Company''s Risk Management
Committee is entrusted with the responsibility to frame,
implement and monitor the risk management plan for the
Company. The Committee also monitors and reviews the risk
management plan and ensures its effectiveness. The Board
is kept informed about the risk assessment and minimization
procedures. The Audit Committee has additional oversight
in the area of financial risks and controls. The major risks
identified by the businesses and functions are systematically
addressed through mitigating actions on a continuing basis.

The development and implementation of Risk Management
Policy has been covered in the Management Discussion and
Analysis, which forms part of this report.

DIVIDEND DISTRIBUTION POLICY

Pursuant to Regulation 43A of Listing Regulations, the Board
of Directors of the Company has formulated and adopted a
progressive and dynamic Dividend Distribution Policy, keeping
in view the immediate as well as long term needs of the
business. The same is available on the Company''s website at:
https://www.centuryply.com/codes-policies/CPIL-Dividend-
Distribution-Policy.pdf.

POLICY FOR DETERMINING MATERIALITY OF
EVENTS/INFORMATION

The Company''s Policy for determination of materiality of
events/information has been designed to promote transparency
and ensures that the stakeholders are informed regarding the
major and material events of the Company. The objective of
this policy is to put in place a framework for the disclosure of
events and information to the stock exchanges, in line with
the requirements prescribed under Regulation 30 of the Listing
Regulations and to ensure that such information is disclosed to
the Stock Exchanges in a timely and transparent manner. This
Policy was last amended on 7th February, 2025 to align it with
the amended Listing Regulations. The Policy is available on
the Company''s website at https://www.centuryply.com/codes-
policies/CPIL-Policv-for-Determination-of-Materialitv.pdf.

OTHER POLICIES

Policy on Material Subsidiaries, Policy on Corporate Social
Responsibility and Business Responsibility and Sustainability
Policy has been discussed elsewhere in this Report. Policy on
Materiality of and dealing with Related Party Transactions,
Policy for Preservation of Documents, Archival Policy and
Anti-Bribery and Anti- Corruption Policy are some of the other
policies formulated and adopted by the Board pursuant to the
requirement of Listing Regulations. These policies may be
accessed on the Company''s website, www.centuryply.com.

CODE OF CONDUCT FOR DIRECTORS & SENIOR
MANAGEMENT PERSONNEL

All members of the Board and Senior Management Personnel
have affirmed compliance with the âCode of Conduct for
Directors and Senior Management Personnel'' for the financial
year 2024-25. A declaration to this effect signed by the CEO
& Managing Director is annexed in the Corporate Governance
Report.

The Senior Management of the Company have made
disclosures to the Board confirming that there are no material
financial and/or commercial transactions between them and
the Company that could have potential conflict of interest with
the Company at large.

CORPORATE SOCIAL RESPONSIBILITY

Pursuant to Section 135 of the Companies Act, 2013 read with
Schedule VII thereof and Rules made thereunder, the Company
has undertaken CSR activities, projects and programs primarily
in the field of Education and Skill Development, Health and
Wellness, Environmental Sustainability, participating in relief
operations during natural disasters, while also pursuing CSR
activities for the benefit of the local community in the States in
which it operates. During the year, the total CSR expenditure
incurred by your Company was H1,091.47 lac which was higher
by H122.59 lac than that statutorily required to be spent. The
Company also has an amount of H54.77 lac and H59.08 lac
resulting out of excess spending in FY 2022-23 and FY 2023-24
respectively, available for set off in succeeding financial years.
The excess spending of H7.61 lac pertaining to FY 2021-22 was
not set-off in succeeding three financial years and accordingly
stood lapsed.

In terms of Rule 4(5) of the Companies (Corporate Social
Responsibility Policy) Rules, 2014, Sri Arun Kumar Julasaria,
Chief Financial Officer of the Company certified that the
Corporate Social Responsibility expenditure made during
the year 2024-25 has been utilised for the purpose and in the
manner as approved by the Board.

Your Company''s Policy on Corporate Social Responsibility
can be accessed on the Company''s website at https://www.
centuryply.com/codes-policies/Policy-on-Corporate-Social-
Responsibility.pdf. The Company''s CSR Policy statement and
annual report on the CSR activities undertaken during the
financial year ended 31st March, 2025, in accordance with
Section 135 of the Act and Rule 8 of the Companies (Corporate

Social Responsibility Policy) Rules, 2014 is set out in Annexure
â6'' to this Report.

BUSINESS RESPONSIBILITY AND
SUSTAINABILITY REPORT

In compliance with Regulation 34(2)(f) of the Listing Regulations,
the Business Responsibility and Sustainability Report, (BRSR)
describing the Company''s initiatives from an environmental,
social, and governance perspective, is enclosed as Annexure
â7'' and forms an integral part of the Annual Report. The Report
is aligned with National Voluntary Guidelines on Social,
Environmental and Economic Responsibilities of Business
released by Ministry of Corporate Affairs. It is designed to
enable Members to take well-informed decisions and to have a
better understanding of the Company''s long term vision.

The Company has voluntarily obtained, BRSR Reasonable
assurance on BRSR Core Indicators from M/s. Moore Singhi
Advisors LLP on a standalone basis and the same is appended
to the BRSR.

The Company''s Business Responsibility and Sustainability
Policy can be accessed at https://www. centuryply. com/codes-
and-policies/BRS-Policv_CenturvPlv.pdf.

MISCELLANEOUS
ANNUAL RETURN

The Annual Return as required under Section 134(3)(a) and
Section 92(3) of the Companies Act, 2013, read with Rule 12
of the Companies (Management and Administration) Rules,
2014 is available on the Company''s website at https://www.
centuryply.com/investor-information/cpil-annual-return/MGT-
7.pdf.

SIGNIFICANT AND MATERIAL ORDERS PASSED
BY REGULATORS / COURTS / TRIBUNALS

During the year under review, there were no significant and
material orders passed by the Regulators or Courts or Tribunals
which would impact the going concern status of the Company
and its future operations.

COMPLIANCE WITH SECRETARIAL STANDARDS
AND INDIAN ACCOUNTING STANDARDS

The Company is in compliance with the applicable Secretarial
Standards issued by the Institute of Company Secretaries of
India (ICSI) and approved by the Central Government under
Section 118(10) of the Companies Act, 2013. In the preparation
of the Financial Statements, the Company has also applied the
Indian Accounting Standards (Ind AS) specified under Section
133 of the Companies Act, 2013 read with Companies (Indian
Accounting Standards) Rules, 2015.

CREDIT RATING

The Company has obtained a credit rating for its Borrowing
Programme viz. Long-term/Short-term, Fund based/Non-fund
based Facility limits from ICRA Limited. The details of Credit
Ratings are disclosed in the Corporate Governance Report,
which forms part of the Annual Report.

HUMAN RESOURCE DEVELOPMENT &
INDUSTRIAL RELATIONS

During the year under review, your Company continued to
retain the "Great Place to Work" certification. This esteemed
certification acknowledges organizations that create an
outstanding employee experience. It also reflects on the
credibility of the Management, Respect for people, fairness
at workplace, pride and camaraderie among people. It serves
as a testament to our ongoing efforts in cultivating a work
environment that nurtures innovation, fosters respect and
promotes professional development.

The Company''s cloud-based HR portal âSampoorna'' powered
by âHONO'' facilitates end-to-end HR functioning including
payroll and appraisals and is integrated with the Company''s
present ERP system. The Company''s intranet portal âCenturion''
continues to serve as an interactive platform, bringing
employees together and closer to the management besides
keeping them informed of the happenings in the Company.
Besides this, the âCenturion Help-desk'', a Whatsapp group, also
facilitates time bound resolution of employee grievances.

Recognizing the pivotal role of employee well-being in
sustaining our top-tier business performance, we prioritize
the creation of a collaborative, inclusive, non-discriminative
and safe work culture. Our commitment to providing equal
opportunities to all employees underscores our belief that such
an enabling environment is paramount for delivering value to
our customers, shareholders, and communities.

Performance recognition through initiatives like representation
on the Company''s monthly merit board, âSarvada Sarvottam
Ambassadors'' and âStar Centurion'' are also being carried out
on a regular basis. All these initiatives coupled with quick
grievance resolution mechanisms have enabled the Company
to create a highly motivated pool of professionals and skilled
workforce that share a passion and vision of the Company.

CONSERVATION OF ENERGY, TECHNOLOGY
ABSORPTION AND FOREIGN EXCHANGE

EARNINGS AND OUTGO

Information pertaining to Conservation of Energy, Technology
Absorption and Foreign Exchange Earnings and Outgo as
required under Section 134(3)(m) of the Companies Act, 2013
read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is
set out in the Annexure â8'' to this report.

PROCEEDING UNDER INSOLVENCY AND

BANKRUPTCY CODE, 2016

There are no proceedings, either filed by the Company or against
the Company, pending under the Insolvency and Bankruptcy
Code, 2016 as amended, before the National Company Law
Tribunal or other Courts as on 31st March, 2025.

ONE TIME SETTLEMENT OF LOANS TAKEN FROM
BANKS/ FINANCIAL INSTITUTIONS

The Company serviced all the debts and financial commitments
as and when they became due and no settlements were entered
into with the bankers.

COST AUDIT & MAINTENANCE OF COST RECORDS

During the year under review the requirement of cost audit and
maintenance of cost records as prescribed under Section 148(1)
of the Companies Act, 2013 are not applicable for the business
carried out by the Company.

COMPLIANCE UNDER THE SEXUAL HARASSMENT
OF WOMEN AT WORKPLACE (PREVENTION,
PROHIBITION AND REDRESSAL) ACT, 2013

The Company is committed to providing a safe and conducive
work environment for all its employees. It has implemented a
Policy on Prevention of Sexual Harassment, aligned with the
provisions of the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013 and the Rules
framed thereunder. This Policy aims to prevent any form of
harassment or discrimination against women and promotes
their economic empowerment and inclusive growth. It applies
to all employees of the Company, including permanent,
contractual, temporary, and trainees.

The Policy is available on the Company''s website at www.
centuryplv.com. The Company has duly constituted an Internal
Complaints Committee (ICC) in compliance with the statutory
requirements, to address any complaints of sexual harassment.
During FY 2024-25, the Policy was revised to align with
evolving workplace dynamics and culture.

During the year under review, no complaints of sexual
harassment were reported to the Committee, nor were any
disposed of. There were no cases pending as at the beginning
or close of the financial year.

COMPLIANCE UNDER THE MATERNITY BENEFIT
ACT, 1961

The Company affirms its compliance with the applicable
provisions of the Maternity Benefit Act, 1961. All eligible
female employees were extended the benefits under the Act,
and necessary policies and infrastructure to support maternity-
related needs are in place across the organization.

INVESTOR EDUCATION AND PROTECTION FUND

Further, pursuant to the provisions of Section 124(6) of the Act,
read with IEPF Rules, all shares on which dividend for seven or
more consecutive years have remained unclaimed, are required
to be transferred to the demat account of IEPF Authority. The
said requirement however does not apply to shares in respect
of which there is a specific order of Court, Tribunal or Statutory
Authority restraining any transfer of the shares.

In view of the above, the Company has during the year under
review, transferred to IEPF H3,27,061/- on account of dividend

for the Financial Year 2016-17 remaining unpaid/ unclaimed for
last seven years. Further, your Company has also transferred
20,322 shares held by 28 shareholders to the demat account
of IEPF authority. Till date, on this account, a total of 1,34,586
shares held by 475 shareholders have been transferred by the
Company to the IEPF out of which claims for 6,150 shares held
by 2 shareholders were approved by the IEPF Authority.

The Company had communicated to all the concerned
shareholders individually whose shares were liable to be
transferred to IEPF requesting the shareholders to claim their
dividends in order to avoid the transfer of shares/dividend to the
IEPF The Company had also given newspaper advertisements,
before making such a transfer. In accordance with the
provisions of IEPF Rules, the Company has also placed on its
website www. centuryplv. com, information on dividends which
remain unclaimed with the Company as on the date of close of
financial year. The information is also available on the website
of the Ministry of Corporate Affairs.

Members are requested to note that the unclaimed dividend
amount for the Financial Year ended 31st March, 2018 will be
due for transfer to IEPF on 14th October, 2025. In view of this,
the Shareholders who have not claimed the dividend for this
period and for subsequent periods, are requested to lodge their
claim with the Company.

Members are requested to note that, both the unclaimed or
unpaid dividend and corresponding shares transferred to the
IEPF including all benefits accruing on such shares, if any, can
be claimed back from IEPF Authority by submitting an online
application in web Form No. IEPF-5 available on the website
www.iepf.gov.in and sending a physical copy of the same,
duly signed, to the Company, along with requisite documents
enlisted in the said form. For detailed procedure, shareholders
may refer Rule 7 of the IEPF Rules.

In accordance with the IEPF Rules, the Board of Directors have
appointed Sri Sundeep Jhunjhunwala, Company Secretary
of the Company, as the Nodal Officer for the purpose of coÂ¬
ordination with the IEPF Authority.

Mar 31, 2024

Your Directors take pleasure in presenting the Company's Forty-third Annual Report of the Company along with the audited financial statements (standalone and consolidated) for the Financial Year ended 31st March, 2024 and Auditors' Report thereon.Â The consolidated performance of the Company and its subsidiaries has been referred to wherever required.

FINANCIAL PERFORMANCE FINANCIAL HIGHLIGHTS

The Company's financial performance for the year ended 31st March, 2024 is summarised below:

H in Crore

Particulars	STANDALONE		CONSOLIDATED
Â	2023-24	2022-23	2023-24	2022-23
Gross Income	3798.04	3584.83	3929.84	3694.26
Profit before Depreciation, Interest & Tax	533.51	560.36	564.73	606.36
Depreciation	81.36	63.58	94.74	77.51
Interest & Finance Charges	25.28	14.11	30.83	16.98
Profit before Tax	426.87	482.67	439.16	511.87
Tax Expenses	112.13	134.34	113.83	134.89
Profit after Tax	314.74	348.33	325.33	376.98
Attributable to:
Owners of the Company	314.74	348.33	326.39	376.22
Non-controlling interests	-	-	(1.06)	0.75
Other Comprehensive Income (net of taxes)	(0.11)	(0.41)	(0.16)	7.51
Total Comprehensive Income for the year	314.63	347.92	325.17	384.49
Attributable to:
Owners of the Company	314.63	347.92	326.14	383.67
Non-controlling interests	-	-	(0.97)	0.82
Opening balance in Retained Earnings	1824.71	1510.12	1844.92	1488.40
Adjustment with other equity	(0.11)	(0.41)	0.08	(0.28)
Adjustment on (acquisition)/disposal of subsidiary	-	-	-	13.91
Amount available for appropriation	2139.34	1858.04	2171.39	1878.25
Final Dividend	22.22	33.33	22.22	33.33
Closing Balance in Retained Earnings	2117.12	1824.71	2149.17	1844.92

THE YEAR IN SUMMARY

Standalone

â¢ Â Â Â During the financial year 2023-24, your CompanyÂ registered a revenue of H3,758.57 Crore vs H3,539.66 CroreÂ in the previous year, up 6.18% YoY.

â¢ Â Â Â Profit before Tax stood at H426.87 Crore as against H482.67Â Crore in the previous year - a decrease of 11.56%.

â¢ Â Â Â Profit after Tax is H314.74 Crore as against H348.33 Crore inÂ the previous year showing a decrease of 9.64%.

â¢ Â Â Â EBITDA Margin reduced from 15.83% in the previous yearÂ to 14.19% this year.

Consolidated

â¢ Â Â Â Centuryply recorded consolidated revenue of H3,885.95Â Crore as against H3,646.57 Crore in the previous year, upÂ 6.56% YoY .

â¢ Â Â Â Profit before Tax stood at H439.16 Crore as against H511.87Â Crore in the previous year - a decrease of 14.20%.

â¢ Â Â Â Profit after Tax is H325.33 Crore as against H376.98 Crore inÂ the previous year - showing a decrease of 13.70 %.

â¢ Â Â Â EBITDA Margin reduced from 16.62% in the previous yearÂ to 14.53% this year.

The operations and financial results of the Company are elaborated in the annexed Management Discussion andÂ Analysis.

SCHEME OF ARRANGEMENT BETWEEN THE COMPANY AND CENTURY INFRA LIMITED

During the Financial Year under Report, the Hon'ble National Company Law Tribunal, Kolkata Bench, vide its Order datedÂ 31st January, 2024, approved the Scheme of ArrangementÂ between the Company and Century Infra Limited and theirÂ respective shareholders and creditors under Sections 230 toÂ 232 and other applicable provisions of the Companies Act, 2013Â and rules framed thereunder (âScheme of Arrangementâ orÂ âSchemeâ).

The Scheme became effective on 18th March, 2024, the date on which the certified copies of the order of the Hon'ble NCLT,Â Kolkata was filed by both the Companies with the Registrar ofÂ Companies at Kolkata. Consequent upon the Scheme becomingÂ effective, the Container Freight Station Services UndertakingÂ (as defined in the Scheme) of Century Plyboards (India) LimitedÂ stood transferred to and vested in Century Infra Limited,Â wholly-owned subsidiary of the Company, as a going concern,Â on slump sale basis from 1st April, 2022, being the appointedÂ date and in consideration whereof, Century Infra LimitedÂ issued and allot 32,71,00,000 fully paid-up Equity Shares of H1/-each to the Company.

EFFECT OF THE SCHEME OF ARRANGEMENT ON THE FINANCIAL STATEMENTS

The effect and impact of the Scheme of Arrangement on the financial Statements of the Company is mentioned in notes toÂ the audited financial statements. The members are requestedÂ to refer the same.

DIVIDEND

Your Company has a consistent track record of dividend payment. For the financial year ended 31st March, 2024,Â based on the Company's performance and in conformity withÂ its Dividend Distribution Policy, the Directors are pleased toÂ recommend for approval of the Members a Final Dividend ofÂ H1/- (100%) per equity share of the face value of H1 (Rupee one)Â each. The Company continues to balance the dual objectiveÂ of appropriately rewarding Members through dividends andÂ retaining sufficient funds to support the long term growth ofÂ your Company. The final dividend, subject to the approval of theÂ shareholders at the ensuing Annual General Meeting (AGM) ofÂ the Company, will be paid within the statutory period.

Dividends paid or distributed by the Company are taxable in the hands of the Shareholders. The Company shall, accordingly,Â make the payment of the final dividend after deduction of tax atÂ source, wherever applicable.

In compliance of Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and DisclosureÂ Requirements) Regulations, 2015 (âListing Regulationsâ), theÂ Company has formulated a Dividend Distribution Policy which,Â inter alia, specifies the various factors, that shall be considered

while declaring dividend and the circumstances under which the shareholders of the Company may or may not expectÂ dividend.

The Policy is available on the Company's website at:Â https://www.centuryply.com/codes-policies/CPIL-Dividend-Distribution-Policy.pdfÂ and the same is also annexed to thisÂ Report as Annexure â6'.

TRANSFER TO RESERVES

The Reserves and Surplus of your Company has increased to H2,158.18 Crore in the year 2023-24 as compared to H1,865.76Â Crore in the year 2022-23. Your Directors have proposed not toÂ transfer any sum to the General Reserve during the FinancialÂ Year 2023-24.

SHARE CAPITAL

During the year under review, there were no changes in the share capital of the Company. As on 31st March, 2024, theÂ Company's paid-up Equity Share Capital was H22,25,27,240/-comprising of 22,21,72,990 Equity Shares of Face Value ofÂ H1/- each and H3,54,250 received on account of 13,80,000Â (post-split) forfeited shares. During the Financial Year 202324, your Company has neither issued any shares or convertibleÂ securities nor has granted any stock options or sweat equity.

INDIAN ECONOMY AND STATE OF AFFAIRS

The Indian economy experienced robust growth during the financial year 2023-24, with GDP witnessing a notableÂ expansion. This growth can be attributed to various factors,Â including strong domestic demand, increased governmentÂ spending on infrastructure projects, and a rebound in industrialÂ production following the pandemic-induced slowdown. SectorsÂ such as manufacturing, services, and agriculture contributedÂ significantly to the overall GDP growth, demonstrating theÂ economy's diversified strength. The GDP growth rate for theÂ Financial Year 2023-24 surpassed expectations, indicating aÂ resilient economy poised for sustained growth in the comingÂ years. Given its strong democracy and strategic ties, India hasÂ emerged as the fastest-growing major economy in the worldÂ and is expected to be one of the top three economic powers inÂ the world over the next 10-15 years.

India has successfully navigated through multiple challenges and retained its position as the fifth largest economy. OurÂ country's adept and synchronized monetary and fiscal policiesÂ have played a pivotal role in safeguarding our economyÂ from uncertain and challenging global macroeconomicÂ environment, ultimately fostering a resurgence stronger thanÂ ever. It's gratifying to note that presently, our GDP growth isÂ robust, inflation is stabilizing, the financial sector is secure, theÂ external sector is resilient, and our forex reserves have reachedÂ unprecedented levels.

Bolstered by robust domestic demand, India continues to lead as the fastest-growing major economy. Remarkably, in terms ofÂ purchasing power parity (PPP), India already holds the positionÂ of the third-largest economy. Projections from the InternationalÂ Monetary Fund (IMF) indicate that India's contribution toÂ global growth will escalate from the current 16% to 18% by

2028. According to the second revised estimates from the National Statistical Office, India's real GDP grew by 8.2% inÂ FY 2023-24. The primary catalyst behind this growth remainsÂ strong domestic demand, augmented by a notable surge inÂ India's integration into the global economy through trade andÂ financial avenues.

Year 2023 marked a landmark year for India as it assumed presidency of the world's highest profile global economicÂ assembly, the G20, and showcased its economic prowess andÂ diplomatic finesse to the world. India's efforts to maintainÂ stability and enact structural reforms have contributed toÂ its economic resilience in the face of global challenges.Â Investments in upgrading infrastructure and connectivity,Â including projects like the Bharatmala highway programme,Â the Sagarmala project for port-led development and the SmartÂ Cities Mission, are transforming the country's landscape andÂ playing a pivotal role in the country's economic advancement.

The central banking authority of India has kept the repo rate unchanged for the last six consecutive Monetary PolicyÂ Committee meetings. The Reserve Bank of India (RBI) hasÂ projected Consumer Price Index (CPI) inflation of 4.5% for theÂ forthcoming fiscal year 2024-25.

India's furniture industry has been on a growth trajectory, driven by evolving consumer lifestyles and increasing disposableÂ incomes. The industry has witnessed expansion in exports,Â supported by competitive pricing and quality craftsmanship.Â Government schemes like the Export Promotion Capital GoodsÂ (EPCG) have facilitated export growth. This scheme allowsÂ manufacturers to import capital goods at zero duty for theÂ purpose of manufacturing goods for export. This has enabledÂ manufacturers to upgrade their technology and improveÂ product quality. Micro, Small & Medium Enterprises (MSMEs)Â play a significant role in the furniture sector, and governmentÂ initiatives such as the Atmanirbhar Bharat Abhiyan have aimedÂ to enhance their competitiveness.

To enhance standardization in furniture and ensure product safety, during the FY 2023-24, the Department of PromotionÂ of Industry and Internal Trade (DPIIT) released quality controlÂ orders (QCOs) that make BIS certification compulsory for resin-treated compressed wood laminates, wood-based boards,Â plywood and wooden flush door shutter.

India is the fifth-largest producer and the fourth-largest consumer of furniture worldwide. The domestic furnitureÂ market is presently estimated to be at USD 32 billion. FueledÂ by increasing urbanisation and rising incomes, the housingÂ sector has become a significant contributor to India's economicÂ landscape. It has been observed that northern and southernÂ India are the primary regions boosting this demand for furniture.Â Rapid urbanisation and expanding real estate in India are twoÂ major propellers for the furniture industry's growth. This sectorÂ has also witnessed substantial investments due to an enhancedÂ focus on infrastructure renovation.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OFÂ THE COMPANY

No material changes and commitments affecting the financial position of your Company have occurred between the end of

the Financial Year 2023-24 and the date of this Board's Report. The Management of your Company has considered internal andÂ certain external sources of information, including economicÂ forecasts and industry reports up to the date of approval of theÂ Financial Statements, in determining the impact on variousÂ elements of its Financial Statements.

During the year under review, the Container Freight Station Services Undertaking of the Company was transferred asÂ a going concern through a Scheme of Arrangement and theÂ impact of the same has been given in the books of accounts andÂ corresponding notes to accounts of your Company.

FUTURE OUTLOOK

India is the second-largest consumer of furniture in Asia Pacific, with a large population and booming housing sector. The IndiaÂ Furniture Market size is estimated at USD 28.38 billion in 2024,Â and is expected to reach USD 47.39 billion by 2029, growingÂ at a CAGR of 10.80% during the forecast period (2024-2029).Â The surge in population, coupled with urbanization in Tier IÂ and Tier II cities, along with the trend towards nuclear familiesÂ and a growing middle class with increased disposable income,Â has spurred demand for residential, commercial, and otherÂ real estate properties. This trend significantly drives the needÂ for contemporary, premium, and branded furniture. Moreover,Â commercial enterprises are increasingly adopting adaptableÂ and agile work environments, featuring open floor designs andÂ activity-based workstations, driving demand for modular andÂ ergonomic office furniture. Additionally, the popularity andÂ accessibility of e-commerce platforms coupled with deferredÂ payment options, have resulted in a surge in demand forÂ modern and affordable furniture in Tier II and Tier III cities ofÂ India.

Wood-based furniture holds sway among the materials used in the furniture market, claiming the largest share. EvolvingÂ lifestyles and aspirations within the Indian populace areÂ expected to elevate per capita consumption, presentingÂ considerable growth prospects for the furniture industry.Â Both central and state governments have rolled out variousÂ incentives and programs aimed at fostering the comprehensiveÂ growth of the furniture industry. The establishment of furnitureÂ hubs like the International Furniture Park in Tamil Nadu,Â alongside upcoming initiatives such as the InternationalÂ Furniture Clusters/Parks in Karnataka, Madhya Pradesh,Â Uttar Pradesh, and Andhra Pradesh, is geared towardsÂ offering manufacturing, marketing, testing, and certificationÂ infrastructure. These endeavors aim to enhance the capacityÂ and scope of local furniture manufacturers.

The government's strong focus on infrastructure development and the allocation of H80,671 Crore for the Pradhan MantriÂ Awas Yojana (PMAY) in the Interim Budget 2024-25 are setÂ to boost domestic demand for furniture. Flagship initiativesÂ such as the Smart Cities Mission, PMAY, NTR and DDAÂ Housing Scheme, the Atal Mission for Rejuvenation and UrbanÂ Transformation (AMRUT), and Make in India will continueÂ to generate significant opportunities for the industry. India'sÂ unorganized small local businesses dominate the country'sÂ furniture sector. However, during the past ten years, organizedÂ players have expanded their participation in the Indian

furniture market. Urbanization of Indian states, the increasing demand for durable and hybrid sitting furniture, and the risingÂ demand for modular and cutting-edge furniture are all factorsÂ driving the expansion of the furniture business in the country.Â Centuryply is one of the top players in the organized plywoodÂ and laminate market. It holds a substantial market share inÂ the plywood segment, estimated to be around 25-30% of theÂ organized plywood market.

In the fiscal year 2023-24, the Indian plywood sector saw a robust upswing, underscoring the sector's durability and itsÂ essential contribution to the nation's construction and interiorÂ design realms. The ongoing expansion of the plywood market isÂ propelled by factors such as flourishing construction endeavorsÂ and the dynamic evolution of interior design trends. TheÂ plywood market in India is closely tied to the performance of theÂ construction and furniture industries. With a rapidly growingÂ population and increasing urbanization, there is a high demandÂ for housing and infrastructure development, directly boostingÂ the plywood industry.

The Indian MDF market is also experiencing robust growth. Despite being in its early stages, the MDF market in IndiaÂ holds immense potential for expansion. Projections suggestÂ a substantial increase in MDF's share within the wood panelÂ industry. This anticipated growth is fueled by several factors,Â including MDF's eco-friendly attributes, cost-effectiveness,Â adaptability and its ability to serve as a viable alternative toÂ entry-level plywood. Moreover, the integration of automation isÂ expected to catalyze accelerated growth within the MDF sector.

India's furniture industry will witness major changes with the entry of domestic organised and international players bringingÂ in more automation, driving higher growth rates for the MDFÂ sector. The automation will drive the growth of the MDF sector,Â since it is produced in fully automated plants, unlike plywood,Â which is labor-intensive. Known for its high-quality MDFÂ products, Century Plyboards is a significant player in the IndianÂ market, focusing on innovation and sustainability. MDF isÂ made from recycled wood fibers, making it an environmentallyÂ friendly option. As sustainability becomes a greater concern,Â the demand for eco-friendly products like MDF is increasing.

Despite its advantages, MDF faces stiff competition from plywood, which is traditionally preferred for its strengthÂ and durability. Stricter environmental regulations regardingÂ formaldehyde emissions and the use of wood-based panelsÂ can pose challenges for the industry. Further, MDF productsÂ manufactured in India face fierce competition from cheaperÂ imports which curtail the growth of domestic players. TheÂ pricing difference between imported MDF products andÂ domestic products has widened to 20-25% from 9-10% earlier,Â resulting in increased volatility in the margins of domesticÂ players. Despite these challenges, the future of the MDFÂ industry in India looks promising with continuous growthÂ expected over the next few years.

The particle board sector is growing at a steady pace on account of rising domestic demand and growing consumptionÂ in furniture sector. Significant growth in the construction ofÂ homes on account of rapid urbanization and the rising globalÂ population represents one of the key factors fueling the market

growth. This, along with the growing working population, changing trends of modern offices, growing awareness aboutÂ the eco-friendly nature of particle boards among end users,Â is positively influencing the demand for particle boards inÂ commercial establishments. To make the most of the growingÂ demand in this segment, Century Plyboards has already takenÂ up expansion of its particle board capacities.

The postponement in enforcing the Bureau of Indian Standards (BIS) regulations concerning Plywood, MDF and particleboardÂ could potentially hamper the industry's growth trajectory.Â According to the Department for Promotion of Industry andÂ Internal Trade (DPIIT), Ministry of Commerce, the revisedÂ implementation date is set for 11th February, 2025. ThisÂ extension may lead to heightened imports, consequentlyÂ constraining the volume and profit margins of domesticÂ manufacturers in the near future.

The Indian decorative laminates market is estimated to register a CAGR of 5% during the next five years. Decorative laminatesÂ are mostly used for furniture applications in India. Moreover,Â structural requirements like wall and flooring applications alsoÂ constitute the demand for decorative laminates. The country'sÂ growing residential construction and rising income levelsÂ are major growth contributors to the demand for decorativeÂ laminates. Century Plyboards has already geared up withÂ additional capacities and product portfolio in the laminateÂ segment to cater to the needs of both the domestic andÂ international customers.

Looking ahead, the Company maintains a positive outlook for the wood panel industry, driven by the ongoing recoveryÂ in the real estate sector and consumer shift towards brandedÂ products.

FUTURE PLANS OF EXPANSION

The first phase production comprising of laminates and MDF at the newly set-up unit of the Company's wholly owned subsidiaryÂ Century Panels Ltd. in Andhra Pradesh has successfully startedÂ its commercial production on 12th January, 2024 and 27thÂ March, 2024 respectively. The Company aims to develop thisÂ project as the largest integrated wood panel manufacturingÂ unit, covering Laminates, MDF and Plywood with investmentsÂ of more than H1500 Crore in a phased manner.

The Company has also embarked upon enhancement of its present particle board capacities of 75000 CBM per annum withÂ a proposed addition of 240000 CBM per year through a greenÂ field project at Gummidipoondi in Tamil Nadu at a CAPEX ofÂ about H550 Crore. The same is proceeding at a steady pace andÂ is expected to be completed within third quarter of FY 2024-25.

The Company's plans for setting up and operating a MDF and Particle Board manufacturing unit under its subsidiary CenturyÂ Panels Ltd. in Uttar Pradesh had got on hold in view of theÂ order of the National Green Tribunal which had quashed allÂ provisional licenses issued by the Uttar Pradesh GovernmentÂ for establishing new wood-based industries in the State. TheÂ Hon'ble Supreme Court, in one of its judgement, had set asideÂ the order passed by the National Green Tribunal and upheldÂ the decision of the Uttar Pradesh Government to grant licenses

to new wood-based industries and the provisional licenses given in pursuance thereof were reinstated. In view of this, theÂ Company is considering revisiting its decision for setting upÂ manufacturing facilities in Uttar Pradesh, which was earlier putÂ on hold. The Company is presently carrying out a preliminaryÂ feasibility study and has begun acquisition of adequate landÂ as may be required for setting up manufacturing facilitiesÂ at Sitapur District in Uttar Pradesh. The product/(s) line thatÂ would be most appropriate for manufacturing at this locationÂ is yet to be finalised.

The last few years have witnessed a sea change in customer behaviour and lifestyle. Customers are now looking at brands toÂ amplify their style quotient and enhance their personality. TheyÂ are aligned with global trends and exposed to internationalÂ styling. In order to cater to such consumers, the CompanyÂ has come out with a new range of designer laminates whichÂ have been co-created in association with fashion designerÂ Manish Malhotra. With this, the Company wants to innovateÂ and change the way laminates have looked for ages. InsteadÂ of making incremental changes, the Company chose to unveilÂ designs that will radically redefine the decorative space.

The project for rejuvenation of Khidderpore Docks (KPD-I West) through PPP mode on Design, Build, Finance, OperateÂ and Transfer (DBFOT) basis at Syama Prasad Mookerjee Port,Â Kolkata, being undertaken by the Company's wholly ownedÂ Subsidiary Century Ports Ltd. is progressing at a steady paceÂ and is expected to be completed and operational within theÂ last quarter of FY 2024-25. The Company had emerged as theÂ top bidder to modernise and mechanise a cluster of six berthsÂ in Calcutta's Khidderpore Docks, marking a major milestoneÂ in private sector participation in the city's century old portÂ operation. Concession Agreement for this project has alsoÂ been executed. Once fully operational, these berths underÂ KPD -I (West), will create additional port capacity in EasternÂ India by installing mechanised systems to handle containersÂ as well as clean bulk cargo. As of day, Century Ports LimitedÂ has completed condition precedents as set out in concessionÂ agreement and have been provided âAward of the ConcessionâÂ by Syama Prasad Mookerjee Port, Kolkata. Master planning forÂ the project has also been completed and orders for necessaryÂ equipment have been placed. Century Ports Ltd. is alsoÂ exploring possibilities of further deepening its presence in thisÂ segment.

During the year, Century CFS has also taken over 15971 SQM land at Block D & E adjacent to its Sonai CFS with attachedÂ railway track to add railway as the new mode of logistics,Â thereby enhancing its Cargo handling capacity and steppingÂ towards Multi Modal Logistic Operation (Surface, Rail &Â Water). Century CFS has also taken over 20782.759 SQM ofÂ land at U & T Block near Sonai to augment its cargo handlingÂ capacity as well as becoming one of the largest lessee of SyamaÂ Prasad Mookerjee Port, Kolkata. Consequent upon the SchemeÂ of Arrangement becoming effective on 18th March, 2024, entireÂ operations of Century CFS including the aforesaid expansionsÂ now stands transferred to and vests in the Company's wholly-owned subsidiary Century Infra Ltd.

CHANGE IN NATURE OF BUSINESS, IF ANY

There has not been any change in the nature of business of the Company during the FY ended 31st March, 2024.

SUBSIDIARIES

CHANGES IN SUBSIDIARIES

As a purposeful strategy, your Company carries a part of its business operations through several subsidiaries which areÂ formed either directly or as step-down subsidiaries or in certainÂ cases by acquisition of majority stake in existing companies.Â As on 31st March, 2024, your Company had following 13Â subsidiaries and 4 step-down subsidiaries:

Subsidiary Companies

â¢ Â Â Â Auro Sundram Ply & Door Pvt. Ltd.

â¢ Â Â Â Century MDF Ltd.

â¢ Â Â Â Ara Suppliers Pvt. Ltd.

â¢ Â Â Â Arham Sales Pvt. Ltd.

â¢ Â Â Â Adonis Vyaper Pvt. Ltd.

â¢ Â Â Â Apnapan Viniyog Pvt. Ltd.

â¢ Â Â Â Century Infotech Ltd.

â¢ Â Â Â Century Panels Ltd.

â¢ Â Â Â Century Infra Ltd.

â¢ Â Â Â Century Ports Ltd.

â¢ Â Â Â Pacific Plywoods Pvt. Ltd.

â¢ Â Â Â Century Ply (Singapore) Pte. Ltd.

â¢ Â Â Â Century Gabon SUARL

Step-down subsidiaries

â¢ Â Â Â Asis Plywood Ltd.

â¢ Â Â Â Century Ply Laos Co. Ltd.

â¢ Â Â Â Century Huesoulin Plywood Lao Co., Ltd.

â¢ Â Â Â Century Adhesives & Chemicals Ltd.

Your Company did not have any associate companies or joint venture companies within the meaning of Section 2(6) of theÂ Companies Act, 2013, as amended from time to time. There hasÂ been no material change in the nature of the business of theÂ subsidiaries. During the year and till date the following changesÂ have taken place with respect to subsidiary Companies:

â¢ Â Â Â Your Company acquired the entire shareholding in PacificÂ Plywoods Pvt. Ltd., thereby making it a wholly-ownedÂ subsidiary of the Company with effect from 8th August,Â 2023.

â¢ Â Â Â The Board of Directors approved to dispose of the Company'sÂ investments in Century Ply (Singapore) Pte Ltd. (CSPL).Â The Company had estimated and recognised impairmentÂ loss of H1960 Lac during the year in the carrying amountÂ of its investment in the aforesaid foreign subsidiary. TheÂ Company has completed disposal and transfer of its entireÂ stake in CSPL on 23rd April, 2024. Consequently, CSPLÂ remained a subsidiary of the Company till 22nd April, 2024.Â Further, Century Ply Laos Co. Ltd. and Century Huesoulin

Plywood Lao Co., Ltd., being subsidiaries of CSPL, also remained step-down subsidiaries of the Company till 22ndÂ April, 2024.

Your Company does not have any material subsidiary whose net worth exceeds 10% of the consolidated net worth of theÂ Company in the immediately preceding financial year or hasÂ generated 10% of the consolidated income of the CompanyÂ during the previous financial year.

OPERATIONS

There has been no material change in the nature of the business of the subsidiaries/ step-down subsidiaries during theÂ year under review.

Auro Sundram Ply & Door Pvt. Ltd. is engaged in the manufacturing of plywood and allied products from eco-friendlyÂ agro-forestry timber and operating a plywood unit at Roorkee inÂ Uttarakhand.

The Company's wholly owned Subsidiary, Century Panels Ltd. has commenced commercial production of laminate and MDFÂ at its manufacturing facility at Gopavaram, Kadapa District inÂ Andhra Pradesh.

Ara Suppliers Pvt. Ltd., Arham Sales Pvt. Ltd., Adonis Vyaper Pvt. Ltd. and Apnapan Viniyog Pvt. Ltd. jointly ownÂ and hold some land in Kolkata which is yet to be developed.Â Century Infotech Ltd. is primarily engaged in the business ofÂ e-commerce, e-shopping, online information services, onlineÂ application integration including buying, selling, marketing,Â trading and dealing in various kinds of products and services.Â Its e-commerce operations are however currently suspended.

Century Infra Ltd. was incorporated for the purpose of subsidiarisation/ transfer of Company's logistics businessÂ comprising of CFS services on a going concern basis.Â Consequent upon the Scheme of Arrangement becomingÂ effective on 18th March, 2024, entire operations of Century CFSÂ stood transferred to Century Infra Ltd.

Pacific Plywoods Pvt. Ltd. has acquired some land which it has let-out. Century MDF Ltd. and Asis Plywood Ltd. are presentlyÂ not operational.

Century Ports Ltd. is actively moving ahead with its project for rejuvenation of Khidderpore Docks (KPD-I West) through PPPÂ mode on Design, Build, Finance, Operate and Transfer (DBFOT)Â basis at Syama Prasad Mookerjee Port, Kolkata.

Century Adhesives & Chemicals Ltd. has initiated the process for setting up a resin and formalin manufacturing facility atÂ Multi product SEZ, Industrial Park Naidupetta, Andhra Pradesh.

Century Gabon SUARL enjoys the advantage of availability of abundant Okoume timber required for production of faceÂ veneer. It is presently operating at a capacity of peeling 200Â CBM of timber per day, serving as a vital backward integrationÂ for securing availability of raw material for Century Ply.

POLICY ON MATERIAL SUBSIDIARIES

In accordance with Regulation 16(1)(c) of Listing Regulations, your Company has adopted a policy for determining material

subsidiaries. The Policy aims to Material Subsidiaries of the Company and to provide the governance frameworkÂ for such subsidiaries. The Policy is hosted on the website ofÂ the Company under the web link:Â https://www.centuryply.Â com/codes-policies/CPIL-Policy-on-material-subsidiary.pdf.Â The Company does not have any material subsidiary Company.

FINANCIAL POSITION & PEFORMANCE

During the year under review, the affairs of the subsidiaries were reviewed by the Board, inter alia, by the following means:

â¦ Â Â Â Financial statements of the subsidiary companies areÂ reviewed by the Company's Audit Committee.

â¦ Â Â Â Major investments made by the subsidiaries are reviewedÂ quarterly by the Company's Audit Committee.

â¦ Â Â Â Minutes of Board meetings of subsidiary companies areÂ placed before the Company's Board regularly.

â¦ Â Â Â Significant transactions and arrangements entered intoÂ by subsidiary companies are placed before the Company'sÂ Board.

Pursuant to the provisions of Section 129(3) of the Companies Act, 2013 read with Rule 5 of the Companies (Accounts) Rules,Â 2014, a statement in Form No. AOC-1, containing the salientÂ features of financial statements of the Company's subsidiariesÂ is appended as Annexure â1' to this Report.

The Contribution of the subsidiaries to the overall performance of the Company during the year is given in note no. 47 of theÂ Consolidated Financial Statement.

ACCOUNTS

CONSOLIDATED FINANCIAL STATEMENTS

The consolidated financial statements of the Company and its subsidiaries for FY 2023-24 are prepared in compliance with theÂ applicable provisions of the Companies Act, 2013, RegulationÂ 33 of the Listing Regulations and in accordance with the IndianÂ Accounting Standards notified under the Companies (IndianÂ Accounting Standards) Rules, 2015.

In accordance with the provisions of Section 129(3) of the Companies Act, 2013 read with the Companies (Accounts)Â Rules, 2014, Companies (Indian Accounting Standards) Rules,Â 2015 and other applicable provisions and Regulation 34(2) ofÂ Listing Regulations, the Consolidated Financial Statements ofÂ the Company and its subsidiaries for FY 2023-24 along withÂ Auditor's Report thereon forms part of this Annual Report.Â These statements have been prepared on the basis of auditedÂ financial statements received from the subsidiary companiesÂ as approved by their respective Boards.

Pursuant to the provisions of Section 136 of the Companies Act, 2013, Annual Report of the Company, containing thereinÂ its standalone and consolidated financial statements alongÂ with relevant documents and separate audited financialÂ statements in respect of each of the subsidiaries, are availableÂ on the website of the Company,Â www.centuryply.comÂ under theÂ âInvestors' section.

The Financial Statements along with audit reports thereto in respect of the Company's subsidiaries are available forÂ inspection by the Members at the Registered Office of theÂ Company and that of the respective subsidiaries during workingÂ days between 11.00 A.M. and 1.00 PM. Shareholders interestedÂ in obtaining a copy of the audited financial statements of theÂ subsidiary companies may write to the Company Secretary atÂ the Company's registered office.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

Details of loans, guarantees and investments under the provisions of Section 186 of the Companies Act, 2013 read withÂ the Companies (Meetings of Board and its Powers) Rules, 2014Â and schedule V of the Listing Regulations, as on 31st March,Â 2024, are set out in Annexure â2' hereto and forms a part ofÂ this Report. The particulars of loans and investments have alsoÂ been disclosed in notes to the Financial Statements.

The aggregate of loans, guarantees given and investments made by the Company in accordance with Section 186 of theÂ Companies Act, 2013, does not exceed the higher of sixtyÂ percent of its paid-up share capital, free reserves and securitiesÂ premium account or one hundred percent of its free reservesÂ and securities premium account.

RELATED PARTY TRANSACTIONS

Your Company has drawn up a Policy on materiality of and dealing with Related Party Transactions (âRPT Policy'), inÂ line with the provision of the Companies Act and ListingÂ Regulations. The Policy may be accessed on the Company'sÂ website at:Â https://www.centuryply.com/codes-policies/Policy-on-Materiality-of-and-dealing-with-related-party-transcations.Â pdf. The Policy intends to regulate transactions between theÂ Company and its Related Parties based on applicable laws andÂ regulations and also sets out the mechanism for identification,Â approval, review and reporting of such transactions.

All contracts/ arrangements/ transactions with related parties, entered into or modified by the Company during the FinancialÂ Year 2023-24, were on an arm's length basis and not âmaterial'.Â The said transactions with Related Parties were entered intoÂ for the benefit and in the interest of your Company and itsÂ stakeholders. These transactions were, inter-alia, based onÂ various considerations such as business exigencies, synergyÂ in operations, the policy of the Company and resources of theÂ Related Parties. During the year, all transactions entered intoÂ with related parties were approved by the Audit Committee.Â Certain transactions, which were planned/ repetitive in natureÂ or unforeseen in nature, were approved through omnibusÂ route. A statement of transactions entered into pursuant to theÂ approvals so granted is placed before the Audit Committee andÂ the Board of Directors on a quarterly basis. All the transactionsÂ were in compliance with the applicable provisions of theÂ Companies Act, 2013 and Listing Regulations. There are noÂ materially significant transactions with related parties whichÂ may have a potential conflict with the interest of the CompanyÂ at large.

During the year, your Company had not entered into any contract/ arrangement / transaction with related partiesÂ which could be considered material in terms of the RPT Policy,Â requiring shareholders' approval under Regulation 23(4) of theÂ Listing Regulations or Section 188 of the Companies Act, 2013Â read with Rules made thereunder. Accordingly, the disclosureÂ of Related Party Transactions as required under SectionÂ 134(3) (h) of the Companies Act, 2013 read with Rule 8(2) ofÂ the Companies (Accounts) Rules, 2014 in Form AOC-2 is notÂ applicable.

Members may refer Note No. 38 to the Financial Statements which sets out the Related Party Disclosures pursuant toÂ IND AS and in terms of Regulation 34(3) read with Part A ofÂ Schedule V of the Listing Regulations. The Company, in termsÂ of Regulation 23 of the Listing Regulations submits half-yearlyÂ disclosures of related party transactions to the stock exchangesÂ and the same can be accessed on the website of the Company,Â www.centuryply.com.

PUBLIC DEPOSITS

During the Financial Year 2023-24, the Company has not invited, accepted or renewed any public deposits coveredÂ under Section 73 of the Companies Act, 2013 read with theÂ Companies (Acceptance of Deposits) Rules, 2014. As such, noÂ amount on account of principal or interest on public depositsÂ was outstanding as on the date of the Balance Sheet. In termsÂ of Rule 2(1)(c)(viii) of the Companies (Acceptance of Deposits)Â Rules, 2014, the details of the amount received, if any, from theÂ Directors of the Company are provided in the Note Nos. 17 andÂ 38 of the Standalone Financial Statements of the Company.

AUDITORS

STATUTORY AUDITORS

M/s. Singhi & Co., Chartered Accountants, the Statutory Auditors retire at the conclusion of the ensuing Annual GeneralÂ Meeting after completion of two terms of five years each. TheÂ Board of Directors, on recommendation of the Audit Committee,Â has recommended appointment of M/s. S. R. Batliboi & Co. LLPÂ Chartered Accountants, having ICAI Firm Registration No.Â 301003E/E300005, as the Statutory Auditors of the CompanyÂ for a term of five years from the conclusion of 43rd AGM to beÂ held in 2024 till the conclusion of the 48th AGM to be held inÂ the year 2029.

A resolution proposing appointment of M/s. S. R. Batliboi & Co. LLP as the Statutory Auditors of the Company pursuant toÂ Section 139 of the Companies Act, 2013 would be put up forÂ approval of the shareholders at the ensuing Annual GeneralÂ Meeting. M/s. S. R. Batliboi & Co. LLP have given their consentÂ to act as Statutory Auditors, if appointed. The Company hasÂ received a letter from them to the effect that they satisfy theÂ criteria provided in Section 141 of the Companies Act, 2013Â and that their appointment, if made, would be within the limitsÂ prescribed under Section 141(3)(g) of the Companies Act, 2013.Â M/s. S. R. Batliboi & Co. LLP have also confirmed that theyÂ have been subjected to the peer review process of the InstituteÂ of Chartered Accountants of India (ICAI) and hold a valid

certificate issued by the Peer Review Board of ICAI as required under Regulation 33(1)(d) of the Listing Regulations.

Members are requested to consider their appointment as Statutory Auditors of the Company from the conclusion of theÂ ensuing Annual General Meeting until conclusion of the forty-eighth Annual General Meeting of the Company and to fix theirÂ remuneration.

The Board placed on record its appreciation for the services rendered by M/s. Singhi & Co. as the Statutory Auditors of theÂ Company.

STATUTORY AUDITORSâ REPORT

The Statutory Auditors' Report âwith an unmodified opinionâ, given by M/s. Singhi & Co, on the Standalone and ConsolidatedÂ Financial Statements of the Company for the FinancialÂ Year ended 31st March, 2024, is appended in the FinancialÂ Statements forming part of this Annual Report. There has beenÂ no qualification, reservation, adverse remark or disclaimerÂ given by the Statutory Auditor in their Report for the year underÂ review.

The Notes on Financial Statements referred to in the Auditors' Report are self-explanatory and do not call for any furtherÂ comments.

SECRETARIAL AUDIT

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with Companies (Appointment and RemunerationÂ of Managerial Personnel) Rules, 2014 and Regulation 24A ofÂ the Listing Regulations, your Company had appointed M/sÂ MKB & Associates, a firm of Company Secretaries in Practice,Â as Secretarial Auditor to conduct the Secretarial Audit of theÂ Company for the Financial Year 2023-24. The Report of theÂ Secretarial Audit in Form MR-3 is appended hereto as AnnexureÂ â3'. The Report does not contain any qualification, reservation,Â adverse remark or disclaimer.

REPORTING OF FRAUDS BY AUDITORS

In terms of Section 143(12) of the Companies Act, 2013, the Auditors have not reported any instances of frauds committedÂ in the Company by its Officers or Employees during the yearÂ under review.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

I. INDEPENDENT DIRECTORS:

(a) CHANGES IN INDEPENDENT DIRECTORS

Pursuant to the provisions of Section 149 and 152 read with Schedule IV of the Companies Act, 2013 and theÂ Rules made thereunder, the shareholders at the AnnualÂ General Meeting held on 27th September, 2023, inter alia,Â confirmed re-appointment of Sri Amit Kiran Deb (DIN:Â 02107792) for a second term of five years from 1st October,Â 2023 to 30th September, 2028 as Independent Director onÂ the Board of the Company, notwithstanding his attainingÂ the age of 75 years on 26 th December, 2023.

In terms of Section 149(11) of the Companies Act, 2013, no Independent Director shall hold office for more than twoÂ consecutive terms. Sri J.P Dua (DIN: 02374358) ceased toÂ be a Director on 31st March, 2024 upon completion of hisÂ second term as Independent Director. The Board places onÂ record its appreciation for his invaluable contribution andÂ guidance.

The Company's remuneration policy provides criteria for the selection, appointment and remuneration of Directors,Â which inter-alia, requires that the Directors shall be of highÂ integrity with relevant expertise and experience to haveÂ a diverse Board. The Policy also lays down the positiveÂ attributes/criteria while recommending the candidatureÂ for the appointment of a new Director. Keeping the sameÂ view and based on recommendation of Nomination andÂ Remuneration Committee, the Board of Directors, throughÂ a Circular Resolution passed on 7th March, 2024, subjectÂ to approval of the shareholders, appointed Sri PramodÂ Agrawal (DIN: 00279727) as an Additional Director inÂ the Independent category, not liable to retire by rotation,Â with effect from 1st April, 2024 for a term of five yearsÂ ending on 31st March, 2029. The Company had receivedÂ a notice in writing from a member under Section 160 ofÂ the Companies Act, 2013, proposing the candidature of SriÂ Pramod Agrawal for the office of Independent Director ofÂ the Company.

The Company had also received from Sri Pramod Agrawal-

(i) Â Â Â consent to act as Director in writing in Form DIR-2Â pursuant to Rule 8 of Companies (Appointment andÂ Qualification of Directors) Rules, 2014;

(ii) Â Â Â disclosure in Form DIR-8 pursuant to Rule 14(1) ofÂ the Companies (Appointment and QualificationÂ of Directors) Rules, 2014 to the effect that he is notÂ disqualified under sub section (1) and (2) of SectionÂ 164 of the Companies Act, 2013;

(iii) Â Â Â declaration to the effect that he meets the criteria ofÂ independence as prescribed both under subsection (6)Â of Section 149 of the Act, Rules made thereunder andÂ under the Listing Regulations;

(iv) Â Â Â declaration to the effect that he is in compliance withÂ Rules 6(1) and 6(2) of the Companies (AppointmentÂ and Qualification of Directors) Rules, 2014, withÂ respect to his registration with the data bank ofÂ Independent Directors maintained by the IndianÂ Institute of Corporate Affairs; and

(v) Â Â Â declaration to the effect that he is not aware of anyÂ circumstance or situation which exists or may beÂ reasonably anticipated that could impair or impactÂ his ability to discharge his duties as an IndependentÂ Director of the Company.

Sri Pramod Agrawal has also confirmed that the directorships held by him are within the limits as prescribedÂ under the Act and Regulation 25 of the Listing Regulations.

Approval of the Members by way of Special Resolution, was sought through Postal Ballot/ e-voting for appointmentÂ of Sri Pramod Agrawal as an Independent Director, not

liable to retire by rotation, with effect from 1st April, 2024 for a term of five years ending on 31st March, 2029 andÂ the same was approved by requisite majority on 16th April,Â 2024, being the last date specified for E-voting.

As per the provisions of Section 149(10) of the Companies Act, 2013, Independent Directors can be re-appointed forÂ a second term of up to five consecutive years on passingÂ of special resolution by shareholders of the Company andÂ disclosure of such appointment in its Board's report. TheÂ first term of Sri Naresh Pachisia (DIN: 00233768) as anÂ Independent Director of the Company got completed on 31stÂ March, 2024. The Board of Directors at its meeting held onÂ 2nd February, 2024, after considering the recommendationsÂ of the Nomination and Remuneration Committee and onÂ the basis of his performance evaluation and his consentÂ and subject to approval of the shareholders, recommendedÂ re-appointment of Sri Naresh Pachisia for a second termÂ of five years from 1st April, 2024 to 31st March, 2029 asÂ Independent Director on the Board of the Company. TheÂ members of the Company, by way of a Special ResolutionÂ passed through Postal Ballot/ e-voting, approved the reappointment of Sri Naresh Pachisia as an IndependentÂ Director, not liable to retire by rotation. The resolution wasÂ approved by requisite majority on 12th March, 2024, beingÂ the last date specified for E-voting.

(b) DECLARATION BY INDEPENDENT DIRECTORS

Pursuant to the provisions of Section 149 (7) of the Companies Act, 2013 read with Rules made thereunderÂ and in terms of Regulation 25(8) of Listing Regulations,Â the independent directors have submitted declarationsÂ confirming that:

i. Â Â Â they meet the criteria of independence as prescribedÂ under Section 149(6) of the Companies Act, 2013Â read with Schedule and Rules framed thereunderÂ and Regulation 16(1)(b) of the Listing Regulations, asÂ amended and that during the year, there has been noÂ change in the circumstances affecting their status asÂ Independent Directors of the Company;

ii. Â Â Â in terms of Regulation 25(8) of the Listing Regulations,Â they are not aware of any circumstance or situation,Â which exist or may be reasonably anticipated, thatÂ could impair or impact their ability to discharge theirÂ duties with an objective independent judgment andÂ without any external influence;

In terms of Regulation 25(9) of the Listing Regulations, the Board of Directors has ensured the veracity of theÂ disclosures made under Regulation 25(8) of the ListingÂ Regulations by the Independent Directors of the CompanyÂ and is of the opinion that they fulfil the conditions specifiedÂ in the Act and the Listing Regulations and that they areÂ independent of the management.

The Independent Directors have confirmed compliance with the Company's Code of Conduct as formulated by theÂ Company and also with the Code for Independent DirectorsÂ prescribed in Schedule IV to the Companies Act, 2013. InÂ terms of Section 150 of the Companies Act, 2013 read withÂ Rule 6 of the Companies (Appointment and Qualification

of Directors) Rules, 2014, all the Independent Directors of the Company have confirmed that they have a validÂ registration with the Independent Directors' databankÂ maintained by the Indian Institute of Corporate AffairsÂ (IICA) and have also completed the online proficiency testÂ conducted by the IICA, if not exempted.

All the Directors of your Company have confirmed that they are not disqualified from being appointed or continuing asÂ Directors in terms of Section 164(2) of the Companies Act,Â 2013 and Rule 14(1) of the Companies (Appointment andÂ Qualification of Directors) Rules, 2014.

During the year under review, the non-executive directors of the Company had no pecuniary relationship orÂ transactions with the Company, other than payment ofÂ sitting fees, commission and reimbursement of expensesÂ incurred by them for the purpose of attending meetingsÂ of the Board / Committee / Independent Directors of theÂ Company and save and except one transaction as detailedÂ in Note no. 38(b) of the Notes to the Financial Statements.

Your Company believes that having a structured programme for orientation and training of the IndependentÂ Directors enables them to better understand the CompanyÂ - its operations, business, industry and environment inÂ which it functions. The familiarisation aims to provideÂ insights into the Company and the business environmentÂ in which it operates. It enables the Independent DirectorsÂ to be updated of newer challenges, risks and opportunitiesÂ relevant in the Company's context and to lend perspectiveÂ on its strategic direction. Your Company has a well-definedÂ familiarization programme in line with the requirements ofÂ Regulation 25(7) of the Listing Regulations and ScheduleÂ IV of the Companies Act, 2013. A detailed overview ofÂ the Company's familiarisation program can be accessedÂ through web-link:Â https://www.centuryply.com/codes-policies/Familiarization-Programme-for-Independent-Directors.pdf.

On 2nd February, 2024, the Company conducted a familiarization programme for all its IndependentÂ Directors, wherein a visit to the Company's manufacturingÂ facility at Bishnupur, West Bengal was organised. TheÂ Independent Directors were given an overview of the plantÂ operations, production processes, important raw materials,Â finished goods, health and safety measures together withÂ environmental concerns. Independent Directors had anÂ opportunity to have interactions with HODs of variousÂ departments and functions including HR and marketing.Â The details of the familiarisation programme and processÂ followed are provided in the Corporate GovernanceÂ Report forming part of this Annual Report and can alsoÂ be accessed on the website of the Company atÂ https://Â www.centuryply.com/investor-information/familiarisation-program/Familiarization-Programme-Details_2023-24.pdf

Your company has established thorough induction procedures for incoming Board members. These processesÂ are designed to acquaint them with the Company, its BoardÂ and management, operational practices, and corporateÂ culture. Additionally, new members are introduced to

the organizational and governance framework, including principles, codes of conduct, and key policies. They gainÂ insight into the Board's operational methods, formalÂ protocols for information exchange between the Board andÂ management, as well as the roles, responsibilities, andÂ disclosure requirements of directors. Each Director of theÂ Company has complete access to any information relatingÂ to the Company. Independent Directors have the freedomÂ at all times to interact with the Company's management.

Directors regularly interact with the senior management personnel to acquaint themselves with all importantÂ matters and proactively provide with relevant information,Â news, views and updates on the Company and sector.Â A formal letter of appointment is issued to IndependentÂ Director, inter-alia, setting out his / her role, function,Â duties and responsibilities. The Chairman and ManagingÂ Director also have a one-to-one discussion with theÂ newly appointed Director to familiarize him / her with theÂ Company's operations. The newly Independent Director toÂ the Board are provided an induction-cum-familiarizationÂ kit containing Memorandum and Articles of AssociationÂ of the Company, organisational structure, set of majorÂ statutory and internal policies of the Company, Board andÂ Committee structure and details about the Company'sÂ subsidiaries. The Company Secretary briefs the DirectorÂ about their legal and regulatory responsibilities as aÂ Director.

Your Company believes that a Board which is well informed will contribute significantly to management of currentÂ and potential strategic issues. In pursuit of this, yourÂ Company endeavors to regularly update the IndependentÂ Directors by providing them with necessary presentations,Â documents, reports, internal policies and updates toÂ familiarise them with the Company's business, policies,Â procedures and practices at various Meetings held duringÂ the year. Periodically, the Directors were empowered withÂ the knowledge of the latest developments with respect toÂ significant amendments in the Companies Act and SEBIÂ Regulations and implication thereof.

Your Company hosts site visits to the Company's factory locations for the Independent Directors to enable themÂ to understand the operations of the Company. Apart fromÂ in-house programme, the Independent Directors are alsoÂ encouraged to participate in various training sessions toÂ update and refresh their skills and knowledge.

(d) STATEMENT REGARDING INDEPENDENTÂ DIRECTOR

The Board of the Company is broad-based and consists of eminent individuals from industrial, managerial,Â technical, financial and administrative backgrounds. TheÂ composition of the Board represents a good and diverseÂ mix of professionalism, knowledge and experience. InÂ the opinion of the Board of Directors of your Company,Â the Independent Directors comprise persons of highÂ repute and possess relevant expertise and experience inÂ their respective fields. They demonstrate highest level ofÂ integrity while maintaining confidentiality and identifying,Â disclosing and managing conflict of interest.

II. Â Â Â NON- INDEPENDENT DIRECTORS:

(a) Â Â Â CHANGES IN NON-INDEPENDENT DIRECTORS

There has not been any appointment/ retirement/ resignation of Non-independent Directors during theÂ Financial Year ended 31st March, 2024.

(b) Â Â Â RETIREMENT BY ROTATION

In accordance with Section 152(6)(c) of the Companies Act, 2013, Sri Vishnu Khemani (DIN: 01006268) and SriÂ Keshav Bhajanka (DIN: 03109701), being longest in office,Â will retire by rotation at the ensuing Annual GeneralÂ Meeting of the Company and being eligible, have offeredÂ their candidature for re-appointment as Directors. In viewÂ of their considerable experience and contribution to theÂ Company, the Board recommends their re-appointment.Â Their detailed profiles and particulars of experience, skillÂ and attributes that qualify them for Board MembershipÂ together with other details as required under theÂ Companies Act, 2013, Secretarial Standards and ListingÂ Regulations, forms a part of the explanatory statementÂ attached to the Notice of ensuing Annual General MeetingÂ of the Company.

III. Â Â Â KEY MANAGERIAL PERSONNEL

Shri Rajesh Kumar Agarwal (DIN: 00223718) was reappointed as an Executive Director of the Company for a further period of five years from 9th February, 2024 to 8thÂ February, 2029. His re-appointment was approved by theÂ Members of the Company by way of Special ResolutionÂ passed through Postal Ballot on 12th March, 2024.

The Shareholders at the 42nd Annual General Meeting held on 27th September, 2023 approved re-appointment ofÂ Sri Prem Kumar Bhajanka (DIN: 00591512) and Sri VishnuÂ Khemani (DIN: 01006268) as Managing Directors of theÂ Company for a further period of five years with effect fromÂ 1st August, 2023.

Apart from the above, there has not been any change in Key Managerial Personnel during the Financial Year endedÂ 31st March, 2024.

IV. Â Â Â INTER-SE RELATIONSHIPS BETWEEN THEÂ DIRECTORS

None of the Directors of the Company are related inter-se, except for Sri Keshav Bhajanka who is the son of Sri SajjanÂ Bhajanka, Chairman and Managing Director and Ms.Â Nikita Bansal, who is the daughter of Sri Sanjay Agarwal,Â CEO & Managing Director.

MEETINGS

MEETINGS OF BOARD OF DIRECTORS

During the year, the Board met four times, i.e., on 15th May,

2023, Â Â Â 4th August, 2023, 8th November, 2023 and 2nd February,

2024. Â Â Â The details of these Meetings are given in the CorporateÂ Governance Report forming part of the Annual Report.

MEETINGS OF INDEPENDENT DIRECTORS

During the year under review, the Independent Directors met once on 2nd February, 2024 without the presence of NonIndependent Directors and members of the Management interÂ alia to:

â¢ Â Â Â Review the performance of Non-Independent Directors,Â the Board as a whole and that of its Committees;

â¢ Â Â Â Review the performance of the Chairman of the Company,Â taking into account the views of Executive Directors andÂ Non-Executive Directors; and

â¢ Â Â Â Assess the quality, content and timeliness of flow ofÂ information between the Company's management and theÂ Board which is necessary for the Board to effectively andÂ reasonably perform its duties..

MANAGERIAL REMUNERATION

PARTICULARS OF MANAGERIAL REMUNERATION

Disclosure pertaining to remuneration and other details as required under Section 197(12) of the Companies Act, 2013Â read with Rule 5(1) of the Companies (Appointment andÂ Remuneration of Managerial Personnel) Rules, 2014 is annexedÂ to this Report as Annexure â4'. Your Directors state that noneÂ of the Executive Directors of the Company received anyÂ remuneration or commission from any of its Subsidiaries.

PARTICULARS OF EMPLOYEES

Statement containing particulars of top ten employees in terms of remuneration drawn and the particulars of employees asÂ required under Section 197 (12) of the Companies Act, 2013Â read with Rule 5(2) and (3) of the Companies (Appointment andÂ Remuneration of Managerial Personnel) Rules, 2014 is providedÂ in Annexure â4' forming part of this report.

There was no employee receiving remuneration during the year in excess of that drawn by the Managing Director or Wholetime Director and holding by himself or along with his spouseÂ and dependent children, not less than two percent of the equityÂ shares of the Company.

CORPORATE GOVERNANCE MEASURES DIRECTORSâ RESPONSIBILITY STATEMENT

Pursuant to Section 134(3)(c) and 134(5) of the Companies Act, 2013, the Board of Directors, to the best of their knowledge andÂ belief, states that it had:-

(i) Â Â Â followed the applicable accounting standards in theÂ preparation of the Annual Accounts for the year endedÂ 31st March, 2024 along with proper explanations relatingÂ to material departures, if any;

(ii) Â Â Â selected such accounting policies and applied themÂ consistently and made judgments and estimates that areÂ reasonable and prudent so as to give a true and fair viewÂ of the state of affairs of the Company as at the end of theÂ Financial Year 31st March, 2024 and of the profit of theÂ Company for that period;

(iii) Â Â Â taken proper and sufficient care for the maintenance ofÂ adequate accounting records in accordance with theÂ provisions of the Companies Act, 2013 for safeguarding theÂ assets of the Company and for preventing and detectingÂ fraud and other irregularities;

(iv) Â Â Â prepared the Annual Accounts of your Company for theÂ Financial Year ended 31st March, 2024 on a âgoing concern'Â basis;

(v) Â Â Â laid down internal financial controls to be followed by theÂ Company and that such internal financial controls areÂ adequate and were operating effectively; and

(vi) Â Â Â devised proper systems to ensure compliance with theÂ provisions of all applicable laws and that such systemsÂ were adequate and were operating effectively.

MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion and Analysis report, capturing your Company's performance, industry trends and otherÂ material changes with respect to your Company and itsÂ subsidiaries is presented in a separate section forming partÂ of the Annual Report. The Report provides a consolidatedÂ perspective of economic, social and environmental aspectsÂ material to our strategy and our ability to create and sustainÂ value for our stakeholders and includes aspects of reportingÂ as required by Regulation 34(2)(e) read with Schedule V of theÂ Listing Regulations.

CORPORATE GOVERNANCE

Centuryply has come a long way in adopting some of the key principles of Corporate Governance like Frugality,Â Integrity, Excellence, Teamwork, Empowerment, Speed andÂ Energy, Change friendly, Caring and Sharing. Our undeterredÂ adherence to the ideals of trust, respect, integrity and opennessÂ is what holds us steady amid challenging business contextsÂ and landscapes. The Company strives to uphold the principlesÂ and standards of corporate governance, ensuring transparency,Â integrity, and accountability in its operations. These elementsÂ are essential in realizing its vision of âSarvada Sarvottam - TheÂ Best Always.â

The Company believes in achieving business excellence and optimizing long-term value for its shareholders on a sustainedÂ basis through ethical business conduct. Your Company isÂ committed to adopt best Corporate Governance practices toÂ boost long-term shareholder value without compromising theÂ rights of the minority shareholders.

Your Company complies with the applicable provisions of the Companies Act, 2013 and applicable Secretarial StandardsÂ issued by the Institute of Company Secretaries of India.Â Apart from complying with the mandatory requirements, yourÂ Company also complies with certain discretionary requirementsÂ of Corporate Governance as specified in Part E of Schedule II ofÂ the Listing Regulations.

In compliance with the provisions of Regulation 34 of the Listing Regulations read with Schedule V of Listing Regulations, aÂ Report on Corporate Governance for the Financial Year endedÂ 31st March, 2024 along with a Certificate issued by M/s. MKB

& Associates, Company Secretaries in Practice, confirming compliance with the requirements of Corporate Governance,Â forms a part of the Annual Report.

CEO & CFO CERTIFICATION

In terms of Regulation 17(8) read with Schedule II Part B of the Listing Regulations, a certificate from the Chief ExecutiveÂ Officer and Chief Financial Officer of the Company addressedÂ to the Board of Directors, inter alia, confirming the correctnessÂ of the financial statements and cash flow statements forÂ the Financial Year ended 31st March, 2024, adequacy of theÂ internal control measures and reporting of matters to the AuditÂ Committee, is provided elsewhere in this Annual Report.

RISK MANAGEMENT

Your Company understands that risks are an unavoidable component of business. Risk Management is an attempt toÂ identify and then manage threats that could severely impactÂ or bring down the organisation. The Company is aware thatÂ a thorough risk management system is necessary in the faceÂ of evolving risks propelled by market volatilities and otherÂ external factors. Your Company has in place a robust riskÂ management framework to minimise the adverse consequenceÂ of risks on business objectives of the Company. Our riskÂ management framework ensures identification of emergingÂ risks and after assessing them, devises short-term and longterm actions to mitigate any risk which could materially impactÂ the Company's long-term goals. Major risks identified by theÂ businesses and functions are systematically addressed throughÂ mitigating actions on a continuing basis. Your Company isÂ conscious of how better risk management techniques mayÂ provide early signals of probable threats to the Company soÂ that they may be addressed in time. Risk management processÂ has been established across your Company and is designed toÂ identify, assess and frame a response to threats that may affectÂ achievement of its objectives. It is designed to manage ratherÂ than eliminate the risk of failure to achieve business objectivesÂ and provides reasonable and not absolute assurance againstÂ material misstatement or loss. Your Company's approachÂ is to ensure that risk management is applicable across theÂ organization and that risks are measured against their potentialÂ impact and likelihood. Acknowledging the multi-dimensionalÂ nature of risks, which are contingent upon both internalÂ and external factors, the Company adopts a comprehensiveÂ approach to address them.

The Board shoulders the ultimate responsibility for the management of risks and for ensuring the effectiveness ofÂ internal control systems. The Risk Management CommitteeÂ aids the Board by assessing and providing oversight toÂ management relating to identification and evaluation of theÂ identified risks, including Sustainability, Information Security,Â etc. The Committee is responsible for monitoring and reviewingÂ the risk management plan and ensuring its effectiveness.Â The Audit Committee has additional oversight in the area ofÂ financial risks and controls.

The Company endeavours to continually sharpen its Risk Management systems and processes in line with a rapidlyÂ changing business environment. The Company, through its risk

management process, aims to contain the risks within its risk appetite. There are no risks which in the opinion of the BoardÂ threaten the existence of the Company.

INTERNAL CONTROLS/ INTERNAL FINANCIAL CONTROLS AND THEIRÂ ADEQUACY

The Company's internal controls are commensurate with the nature of its business, the size and complexity of its operations.Â These have been designed to provide reasonable assuranceÂ with regard to recording and providing reliable financial andÂ operational information, complying with applicable statutes,Â safeguarding assets from unauthorized use, executingÂ transactions with proper authorization and ensuring complianceÂ with corporate policies.

Your Company understands that a strong internal control framework is imperative to carry on business in an orderly andÂ efficient manner. In this context, your Company has adequateÂ Internal Financial Controls System over financial reportingÂ which ensures that all transactions are authorized, recorded,Â and reported correctly in a timely manner. The Company'sÂ Internal Financial Control over financial reporting is designedÂ to provide reliable financial information and to comply withÂ applicable accounting standards. The Company uses a state-of-the-art enterprise resource planning (ERP) system that connectsÂ all parts of the organization, to record data for accounting,Â consolidation and management information purposes.

The Audit Committee regularly reviews the budgetary control system of the Company as well as the system for cost control,Â financial controls, accounting controls, physical verificationÂ controls, etc. to assess the adequacy and effectiveness of theÂ internal control systems. Regular review of the establishedÂ internal controls system of the Company are undertaken by theÂ Company's Management, Statutory and Internal Auditors andÂ deficiencies in the design or operation of such control, if any,Â were discussed with the Auditors and the Audit Committee andÂ suitable actions to rectify those deficiencies were recommendedÂ for implementation. No reportable material weakness orÂ significant deficiencies in the design or operation of suchÂ controls was observed during the financial year 2023-24. BasedÂ on its evaluation, the Audit Committee was of the view that, asÂ of 31st March, 2024, the Company's internal financial controlsÂ were adequate and operating effectively.

The Company has laid down Standard Operating Procedures and policies to guide the operations of the business. FunctionalÂ heads are responsible to ensure compliance with all laws andÂ regulations and also with the policies and procedures laidÂ down by the Management. Robust and continuous internalÂ monitoring mechanisms and review processes ensure thatÂ such systems are reinforced on an ongoing basis and updatedÂ with new / revised standard operating procedures in order toÂ align the same with the changing business environment. TheÂ Company periodically tracks all amendments to AccountingÂ Standards and makes changes to the underlying systems,Â processes and financial controls to ensure adherence to theÂ same. All resultant changes to the policy and their impact onÂ financials are disclosed after due validation with the statutoryÂ auditors.

In our commitment to transparent and efficient corporate governance, we place paramount importance on robustÂ internal controls and internal financial controls. We areÂ committed to continually evaluating and strengthening ourÂ internal control environment to adapt to evolving risks andÂ challenges. Through regular assessments and audits, weÂ gauge the adequacy of our internal controls, identifying areasÂ for improvement and implementing corrective measures whereÂ necessary. Our emphasis on internal controls underscores ourÂ dedication to maintaining transparency, accountability, andÂ sound governance practices, thereby safeguarding shareholderÂ interests and bolstering long-term sustainability.

M/s. Singhi & Co., the Statutory Auditors of the Company have audited the Financial Statements of the Company included inÂ this Annual Report and have issued an attestation report on theÂ company's internal control over financial reporting (as definedÂ in section 143 of Companies Act, 2013). As per the Report, theÂ Company has, in all material respects, an internal financialÂ controls system over financial reporting and such internalÂ financial controls over financial reporting were operatingÂ effectively as at 31st March, 2024 based on internal controlÂ over financial reporting criteria established by the CompanyÂ considering the essential components of internal control statedÂ in the Guidance Note on Audit of Internal Financial ControlsÂ over Financial Reporting issued by the Institute of CharteredÂ Accountants of India.

The CEO and CFO certification provided in this Annual Report discusses the adequacy of our internal control systems andÂ procedures. Further, the Directors' Responsibility StatementÂ contains a confirmation as regards adequacy of the internalÂ financial controls. Based on the reviews of the internalÂ processes, systems and the internal financial controls and withÂ the concurrence of the Audit Committee, your Board was of theÂ opinion that the Company's Internal Financial Controls wereÂ adequate and operating effectively as of 31st March, 2024.

PERFORMANCE EVALUATION

The performance evaluation of the Board as a whole, its Committees and that of individual Directors (including theÂ Chairman) for the financial year 2023-24, was carried outÂ internally pursuant to the Company's âBoard Evaluation Policy'.Â The Independent Directors at their separate Meeting held onÂ 2nd February, 2024, collectively reviewed the performance ofÂ the non-independent Directors, the Board as a whole and thatÂ of its Committees. At the said Meeting, they also reviewed theÂ performance of the Chairman of the Company, after taking intoÂ account the views of executive directors and non-executiveÂ directors. The Independent Directors also assessed the quality,Â quantity and timeliness of flow of information between theÂ Company's management and the Board. The Nomination andÂ Remuneration Committee, at its Meeting held on 2nd February,Â 2024, carried out evaluation of performance of all IndependentÂ Directors.

The Board, at its meeting held on 2nd February, 2024, discussed and took on record the performance evaluation carried outÂ by the Independent Directors and by the Nomination andÂ Remuneration Committee.Thereafter, the Board carried out an

evaluation of its own performance and that of its Committees. The performance of each Director (including the IndependentÂ Directors) was also carried out by the entire Board without theÂ presence and participation of the Director being evaluated.Â Parameters and process applied for carrying out the evaluationÂ have been discussed in detail in the Corporate GovernanceÂ Report.

As an outcome of the evaluation exercise, the performance of the Board, its Committees and Individual Directors, includingÂ that of Chairman and Independent Directors, was found toÂ be satisfactory. It was noted that the Board as a whole hasÂ a composition that represents an appropriate balance ofÂ experience, skills, expertise, etc. and that the Board is providedÂ with adequate competitive and industry information to keepÂ the members up to date with industry landscape. The BoardÂ members functioned constructively individually as well as aÂ team. The Board is well-supported by the activities of each ofÂ the Board Committees which ensure the right level of attentionÂ and consideration are given to specific matters. It was notedÂ that the Committees of the Board are functioning smoothly inÂ accordance with their respective charters, which clearly defineÂ their purpose, roles, and responsibilities. Each Director on theÂ Board brings to the table deep functional experience, wellÂ proven strategic and critical thinking skills and sound financialÂ acumen, thereby aggregating a competent Board of Directors.Â The board meetings were well run and the members of theÂ Board acted with sufficient diligence and care. The ChairmanÂ had been instrumental in fostering and promoting the integrityÂ of the Board while nurturing a culture where the Board worksÂ harmoniously for the long-term benefit of the Company and allÂ its stakeholders. He demonstrated efficient leadership abilitiesÂ by providing his continuous guidance to the Board withÂ the objective of creating long term value for the Company'sÂ stakeholders. The Chairman follows utmost professionalismÂ and objectivity in decision making.

Information is provided to the Board and Committee Members on a continuous basis for their review, input and approval fromÂ time to time. The Independent Directors reviewed the quality,Â content and timeliness of the flow of information betweenÂ the Management and the Board and its Committees andÂ unanimously opined that the same is proper, adequate andÂ timely. The Directors freely interact with the Management onÂ information that may be required by them.

The evaluation process endorsed the Board Members' confidence in the ethical standards of the Company,Â cohesiveness amongst the Board Members, constructiveÂ relationship between the Board and the Management and theÂ openness of the Management in sharing strategic informationÂ to enable Board Members to discharge their responsibilities.

COMMITTEES OF BOARD OF DIRECTORS

The Board Committees serve as fundamental pillars of Corporate Governance, functioning as vital extensions of theÂ Board's oversight and decision-making responsibilities. TheÂ Board has seven Committees out of which five have beenÂ mandatorily constituted in compliance with the requirementsÂ of Companies Act, 2013 and Listing Regulations and two non-

mandatory Committees have been constituted to enhance the objectivity and independence of the Board's judgement and toÂ increase the efficacy of governance. The Board has adoptedÂ charters setting forth the roles and responsibilities of eachÂ of the Committees. The Company Secretary officiates as theÂ Secretary of these Committees. The Board has constitutedÂ the following Committees to deal with matters and to monitorÂ activities falling within their respective terms of reference:-

Mandatory Committees

? Â Â Â Audit Committee

? Â Â Â Nomination and Remuneration Committee

? Â Â Â Stakeholders Relationship Committee

? Â Â Â Risk Management Committee

? Â Â Â Corporate Social Responsibility Committee

Non-mandatory Committees

? Â Â Â Share Transfer Committee

? Â Â Â Finance Committee

Details of the composition of the above Committees, their terms of reference, number of meetings held during the year,Â attendance therein and other related aspects are provided inÂ the Corporate Governance Report which forms a part of theÂ Annual Report. There has been no instance where the BoardÂ has not accepted the recommendations of its Committees.

POLICIES AND CODES REMUNERATION POLICY

Your Company has a Board approved Remuneration Policy applicable to all its Directors, Key Managerial Personnel andÂ Senior Management Personnel. As required under SectionÂ 178(3) of the Companies Act, 2013, the said Policy enumeratesÂ the criteria for their appointment and remuneration on the basisÂ of their qualifications, positive attributes and other matters.Â Proviso to Section 178 (4) of the Companies Act, 2013 requiresÂ the Company to place its Remuneration policy on its websiteÂ and disclose the salient features of such policy and changesÂ therein, if any, along with the web address of the policy in theÂ Board's report. Accordingly, the Remuneration Policy of theÂ Company has been made available on the Company's websiteÂ atÂ https://www.centuryply.com/codes-policies/Remuneration-policy.pdf. The same is also appended as Annexure â5 to thisÂ Report. During the year under review, there was no change inÂ the Company's Remuneration Policy.

Your Company's Remuneration Policy is based on âpay-for-performanceâ principle. It is directed towards rewarding performance based on periodic review of achievements and isÂ in consonance with existing industry practices. Further, it aimsÂ to attract, retain and motivate highly qualified members forÂ the Board and other executive level and ensure their long termÂ sustainability. The Policy is designed to ensure that:

a) Â Â Â the Company is able to attract, retain and motivate highlyÂ qualified members for the Board and other executive levelÂ and ensure their long term sustainability.

b) Â Â Â the Company is able to provide a well-balanced andÂ competitive compensation package to its Executives,

taking into account their roles and position, shareholder interests, industry standards and relevant regulations.

c) remuneration of the Directors and other Executives areÂ aligned with the business strategy and risk tolerance,Â objectives, vision, values and long-term interests of theÂ Company.

Selection and procedure for nomination and appointment of Directors

The Nomination and Remuneration Committee (âNRC') is responsible for developing competency requirements for theÂ Board based on the industry and strategy of the Company. TheÂ Board composition analysis reflects an in-depth understandingÂ of the Company, including its strategies, environment,Â operations, financial condition and compliance requirements.

The NRC conducts a gap analysis to refresh the Board on a periodic basis, including each time a Director's appointmentÂ or re- appointment is required. The NRC reviews and vetsÂ the profiles of potential candidates vis-a-vis the requiredÂ competencies, undertakes due diligence, prior to makingÂ recommendations of their nomination to the Board.

Criteria for determining qualifications, positive attributes and independence of a Director

In terms of the provisions of Section 178(3) of the Companies Act, 2013 and Regulation 19 read with Schedule II of the ListingÂ Regulations, the NRC has formulated the criteria for determiningÂ qualifications, positive attributes and independence ofÂ Directors, the key features of which are as follows:

â¢Â Â Â Â Qualifications -Â The Board nomination process encouragesÂ diversity of thought, experience, knowledge, age and gender.Â It also ensures that the Board has an appropriate blend ofÂ functional and industry expertise.

â¢Â Â Â Â Positive Attributes -Â Apart from the duties of Directors asÂ prescribed in the Companies Act, 2013, the Directors areÂ expected to demonstrate high standards of ethical behaviour,Â communication skills and independent judgement. TheÂ Directors are also expected to abide by the respective CodeÂ of Conduct as applicable to them.

â¢ Â Â Â Independence -Â A Director will be considered independentÂ if he/she meets the criteria laid down in Section 149(6) ofÂ the Companies Act, 2013, the Rules framed thereunder andÂ Regulation 16(1)(b) of the Listing Regulations.

BOARD DIVERSITY POLICY

Your Company recognizes and embraces the importance of a diverse Board in its success and aims to attract and maintainÂ a Board which has an appropriate mix of diversity, skills,Â experience and expertise. The Board composition as on theÂ date of this report meets the above objective. Your CompanyÂ believes that attracting, recruiting and retaining a diverse teamÂ at the Board level will enhance Company's reputation and helpÂ the Company in furtherance of its objectives. Your CompanyÂ has over the years been fortunate to have eminent people fromÂ diverse fields as Directors on its Board. The Company believesÂ that a truly diverse Board leverages differences in thought,Â perspective, knowledge, skill, regional and industry experience,

cultural and geographical background, age, ethnicity and gender that will help the Company retain its competitiveÂ advantage.

The Company's Policy on Board Diversity, formulated and adopted in terms of Regulation 19 read with Part D of ScheduleÂ II of Listing Regulations sets out its approach to diversity. ThisÂ policy aims to address the importance of a diverse Board inÂ harnessing the unique and individual skills and experiences ofÂ the members in a way that collectively benefits the organisationÂ and business as a whole. The said Policy makes the NominationÂ and Remuneration Committee of the Company responsible forÂ monitoring and assessing the composition and performance ofÂ the Board, as well as identifying appropriately qualified personsÂ to occupy Board positions.

The Board Diversity Policy of the Company is available on our website atÂ https://www.centuryply.com/codes-policies/Board-Diversity-Policy.pdf.

Moving beyond the Board, the Company also believes and puts into practice the fact that diversity and inclusion at workplaceÂ helps nurture innovation, by leveraging the variety of opinionsÂ and perspectives coming from employees of diverse age, genderÂ and ethnicity.

WHISTLE BLOWER POLICY/ VIGIL MECHANISM

The Company has adopted a vigil mechanism/ whistle blower policy as required under Section 177 (9) and (10) of theÂ Companies Act, 2013 read with the relevant Rules, Regulation 22Â of the SEBI Listing Regulations and SEBI (Prohibition of InsiderÂ Trading) Regulations, 2015, as amended. The Policy providesÂ a mechanism for Directors and Employees to report theirÂ genuine concerns or grievances, about unethical behaviour,Â actual or suspected fraud or violation of the Company's codeÂ of conduct or ethics policy. The Policy is designed to ensureÂ that whistle blowers may report genuine concerns without fearÂ of retaliation. It lays emphasis on the integrity at workplaceÂ and in business practices, honest and ethical personal conduct,Â diversity, fairness and respect. During the year under review,Â there was no change in the Company's Whistle Blower Policy.Â The said policy is available on the Company's website at:Â https://www.centuryply.com/codes-policies/Vigil-Mechanism-Policy-CPIL.pdf.

Your Company encourages honesty from and among its Employees and promotes âzero tolerance' towards corruption,Â illegal and unethical behaviour. Your Company's Whistle BlowerÂ Policy/ Vigil mechanism provides a channel to the EmployeesÂ and Directors of the Company to report genuine concerns aboutÂ unethical behaviour, actual or suspected incidents of fraud orÂ instances of leakage/suspected leakage of unpublished priceÂ sensitive information or violation of the Company's CodeÂ of Conduct and/ or the Insider Trading Code adopted by theÂ Company. The Policy also provides complete confidentiality ofÂ the matter so that no unfair treatment is meted out to the WhistleÂ Blower for reporting any concern. The Policy provides thatÂ the Vigilance and Ethics Officer of the Company investigatesÂ such incidents, when reported, in an impartial manner and

takes appropriate action to ensure that requisite standards of professional and ethical conduct are always upheld. The AuditÂ Committee oversees the implementation of the Whistle BlowerÂ Policy which provides for direct access to the Chairman/ CEO/Â Chairman of the Audit Committee in exceptional cases.

During the Financial Year ended 31st March, 2024, no case was reported under this policy. Further, no employee or Director wasÂ denied access to the Audit Committee or its Chairman.

RISK MANAGEMENT POLICY

The constantly evolving landscape of risks necessitates that every organization establish a robust risk managementÂ process to address multi-dimensional risks proactively andÂ comprehensively. At Centuryply, we integrate risk managementÂ into our day-to-day decision-making processes across variousÂ functions and foster a culture that is aware of risks, yet balancedÂ in its approach to opportunities. We continually assess risksÂ and opportunities to ensure that our business strategy remainsÂ aligned with both internal and external environments. OurÂ robust risk-management framework facilitates informed andÂ responsible risk-taking through systematic and proactiveÂ identification, assessment, treatment, monitoring andÂ reporting of risks. The Board and senior management provideÂ strong oversight for the entire risk management program. YourÂ Company's policy on Risk Management is designed to minimiseÂ the adverse consequence of risks on business objectives ofÂ the Company. The Risk Management Policy articulates theÂ Company's approach to address uncertainties in its endeavoursÂ to achieve its stated and implicit objectives. Risk ManagementÂ is an attempt to identify and then manage threats that couldÂ severely impact or bring down the organisation.

We have a structured risk management process, which is overseen by the Risk Management Committee. The Company'sÂ Risk Management Committee is entrusted with the responsibilityÂ to frame, implement and monitor the risk management plan forÂ the Company. The Committee also monitors and reviews theÂ risk management plan and ensures its effectiveness. The BoardÂ is kept informed about the risk assessment and minimizationÂ procedures. The risk management framework is reviewedÂ periodically by the Board and the Audit Committee. The AuditÂ Committee has additional oversight in the area of financialÂ risks and controls. The major risks identified by the businessesÂ and functions are systematically addressed through mitigatingÂ actions on a continuing basis.

The development and implementation of Risk Management Policy has been covered in the Management Discussion andÂ Analysis, which forms part of this report.

POLICY ON PREVENTION OF SEXUAL HARASSMENT

Our company prides itself on being an equal opportunity employer, adhering to a gender-neutral approach in bothÂ recruitment and task allocation. We are steadfast in ourÂ commitment to cultivating a workplace culture where everyÂ individual, irrespective of gender, is empowered to work withÂ confidence, knowing they will be treated with the utmost

dignity, respect, and shielded from any form of harassment. The Company has adopted a Policy on Prevention of SexualÂ Harassment in line with the requirements of the SexualÂ Harassment of Women at Workplace (Prevention, ProhibitionÂ and Redressal) Act, 2013 and the Rules made thereunder toÂ counter any potential harassment or discrimination againstÂ women, resulting in their economic empowerment andÂ inclusive growth. All employees (permanent, contractual,Â temporary, trainees) are covered under the said Policy.

The Policy serves as a guide for employees to report sexual harassment cases at workplace and our process ensuresÂ complete anonymity and confidentiality of information. TheÂ said Policy is available on your Company's website,Â www.Â centuryply.com. The Company continuously invests inÂ enhancing the awareness on the Policy across its workforce.Â Further, the Company has complied with the provisions relatingÂ to constitution of Internal Complaints Committee under SexualÂ Harassment of Women at Workplace (Prevention, ProhibitionÂ and Redressal) Act, 2013 to redress complaints received onÂ sexual harassment. The ICC comprises of internal membersÂ and an external member who has extensive experience in thisÂ field. Adequate workshops and awareness programme againstÂ sexual harassment are conducted across the organization.Â Aggrieved women may report complaints to the ICC formed forÂ this purpose or to any member thereof or to the location head,Â who is also a member of the ICC.

During the year, no complaint regarding sexual harassment was received.

DIVIDEND DISTRIBUTION POLICY

Your Company is deeply committed to driving superior value creation for all its stakeholders. It continuously focuses onÂ sustainable returns, through an appropriate capital strategy forÂ both medium term and longer term value creation.

Pursuant to Regulation 43A of Listing Regulations, the Board of Directors of the Company has formulated and adoptedÂ a progressive and dynamic Dividend Distribution Policy,Â keeping in view the immediate as well as long term needs ofÂ the business. The same has been appended as Annexure â6'Â to this Report and is also available on the Company's websiteÂ at:Â https://www.centuryply.com/codes-policies/CPIL-Dividend-Distribution-Policy.pdf.

The intent of the Policy is to broadly specify the parameters (internal, external, financial, etc.) that the Company would takeÂ into consideration for the purpose of ascertaining the amount ofÂ dividend to be declared. Our dividend distribution policy is aimedÂ at sharing prosperity with shareholders subject to maintainingÂ an adequate chest for liquidity and growth. The Policy sets outÂ the circumstances and different factors for consideration by theÂ Board at the time of taking a decision on the distribution orÂ retention of profits, in the interest of providing transparency toÂ the Shareholders. The Policy, inter alia, specifies the externalÂ and internal factors including financial parameters that need toÂ be considered while declaring dividend and the circumstancesÂ under which the shareholders of the Company may or may notÂ expect dividend.

POLICY FOR DETERMINING MATERIALITY OF EVENTS/ INFORMATION

The Company's Policy for determination of materiality of events/information has been designed to promote transparencyÂ and ensures that the stakeholders are informed regarding theÂ major and material events of the Company. The objective ofÂ this policy is to put in place a framework for the disclosureÂ of events and information to the stock exchanges, in lineÂ with the requirements prescribed under Regulation 30 of theÂ Listing Regulations and to ensure that such information isÂ disclosed to the Stock Exchanges in a timely and transparentÂ manner. Pursuant to the amendments in Listing Regulations,Â the Policy was revised and adopted by the Board of DirectorsÂ of the Company at its meeting held on 4th August, 2023. TheÂ Policy is available on the Company's website atÂ https://www.Â centuryply.com/codes-policies/CPIL-Policy-for-Determination-of-Materiality.pdf.

OTHER POLICIES

Policy on âMaterial Subsidiaries', Policy on Corporate Social Responsibility and Business Responsibility Policy has beenÂ discussed elsewhere in this Report. Policy on Materiality of andÂ dealing with Related Party Transactions, Policy for PreservationÂ of Documents, Archival Policy and Anti-Bribery and AntiCorruption Policy are some of the other policies formulated andÂ adopted by the Board pursuant to the requirement of ListingÂ Regulations. These policies may be accessed on the Company'sÂ website,Â www.centuryply.com.

CODE OF CONDUCT

Your Company has a documented Code of Conduct for members of its Board and for Senior Management Personnel. ItÂ is in alignment with Regulation 17(5) of the Listing RegulationsÂ and details thereof have also been included in the CorporateÂ Governance Report forming part of this Annual Report. TheÂ Code entails our values of maintaining integrity at workplaceÂ and in business practices, honest and ethical personal conduct,Â diversity, fairness and respect and avoidance of practices likeÂ bribery and corruption. The Code intends to follow an ethicalÂ and transparent process in managing the affairs of the CompanyÂ and thereby reinforces the trust and confidence reposed in theÂ Management of the Company by all its stakeholders. The CodeÂ of Conduct can be accessed at the website of the Company atÂ https://www.centuryply.com/codes-policies/Code-of-Conduct-for-Directors-and-Senior-Management-Executives.pdf

All members of the Board and Senior Management Personnel have affirmed compliance with the âCode of Conduct forÂ Directors and Senior Management Personnel' for the financialÂ year 2023-24. A declaration to this effect signed by the CEOÂ & Managing Director is annexed in the Corporate GovernanceÂ Report.

The Senior Management of the Company have made disclosures to the Board confirming that there are no materialÂ financial and/or commercial transactions between them andÂ the Company that could have potential conflict of interest withÂ the Company at large.

CODE OF CONDUCT TO REGULATE, MONITOR AND REPORT TRADING BY DESIGNATEDÂ PERSONS AND CODE OF PRACTICES ANDÂ PROCEDURES FORÂ Â Â Â FAIRÂ Â Â Â DISCLOSURE

OF UNPUBLISHED Â Â Â PRICE SENSITIVE

INFORMATION

In compliance with Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015, the CompanyÂ has instituted a âCode of Conduct to regulate, monitor andÂ report trading by Designated Persons', which advises them onÂ procedures to be followed and disclosures to be made whileÂ dealing in shares of the Company and cautions them on theÂ consequences of violations. No violations have been reportedÂ during the year. This Code is applicable to all the Promoters,Â Directors and such other persons defined as designated personsÂ as well as to their immediate relatives as well.

The key objective of the Code is to protect the interest of shareholders at large, prevent misuse of any unpublished priceÂ sensitive information and promote transparency and fairness inÂ dealings in the securities of the Company. The Code prohibitsÂ and deters the Promoters, Directors of the Company and otherÂ specified employees and their relatives from dealing in theÂ securities of the Company on the basis of any unpublishedÂ price sensitive information available to them by virtue ofÂ their position in the Company. The Code was amended on 5thÂ August, 2024 and is available on the website of the Company,Â www.centuryply.com. The Company Secretary of the CompanyÂ acts as the Compliance Officer for the purpose of the aforesaidÂ Code to inter-alia monitor adherence to the SEBI (Prohibition ofÂ Insider Trading) Regulations, 2015.

Your Company has adopted a Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information.Â This Code lays down principles and practices to be followed byÂ the Company with respect to adequate and timely disclosure ofÂ unpublished price sensitive information.

The Designated Persons of the Company have provided annual disclosure of their shareholding and other information in theÂ format prescribed in the Code.

CORPORATE SOCIAL RESPONSIBILITY

Embedded within our ethos of good corporate citizenship, our Company is deeply committed to enhancing the qualityÂ of life within the communities where we operate, with aÂ particular focus on local areas. We recognize the importance ofÂ fostering sustainable development and long-term stakeholderÂ value creation. Therefore, we prioritize the interests of ourÂ key stakeholders, including communities, especially thoseÂ from socially and economically disadvantaged groups, theÂ underprivileged, and marginalized populations. Our CompanyÂ has a longstanding tradition of philanthropy and communityÂ service, reflected in our proactive initiatives under CorporateÂ Social Responsibility (CSR). Even prior to its mandate under theÂ Companies Act, 2013, we have been steadfast in our dedicationÂ to making a positive impact on society through our CSRÂ endeavors. We treat CSR not as an obligation but as the veryÂ core of why business exists - to eventually share the wealthÂ for the prosperity of our communities. The CSR activities of

the Company encapsulate a large gamut of social activities including promoting education, including special educationÂ and livelihood projects, creating employability, enabling accessÂ to quality primary health care services, disaster relief measuresÂ and environmental protection, with an emphasis on local areasÂ around our business operations.

Pursuant to Section 135 of the Companies Act, 2013 read with Schedule VII thereof and Rules made thereunder, the CompanyÂ has undertaken CSR activities, projects and programs primarilyÂ in the field of Education and Skill Development, Health andÂ Wellness, Environmental Sustainability, participating in reliefÂ operations during natural disasters, while also pursuing CSRÂ activities for the benefit of the local community in the States inÂ which it operates. During the year, the total CSR expenditureÂ incurred by your Company was H955.72 Lac which was higherÂ by H59.08 Lac than that statutorily required to be spent. TheÂ Company also has an amount of H7.61 Lac and H54.77 LacÂ resulting out of excess spending in FY 2021-22 and FY 202223 respectively, available for set off in succeeding financialÂ years. The excess spending of H71.03 Lac pertaining to FYÂ 2020-21 was not set-off in succeeding three financial years andÂ accordingly stood lapsed.

In terms of Rule 4(5) of the Companies (Corporate Social Responsibility Policy) Rules, 2014, Sri Arun Kumar Julasaria,Â Chief Financial Officer of the Company certified that theÂ Corporate Social Responsibility expenditure made duringÂ the year 2023-24 has been utilised for the purpose and in theÂ manner as approved by the Board.

Composition of CSR Committee of your Company, attendance at the said Meeting, terms of reference of the CSR CommitteeÂ and other relevant details has been provided in the CorporateÂ Governance Report forming part of the Annual Report. TheÂ CSR Committee has confirmed that the implementation andÂ monitoring of CSR Policy is in conformity with CSR objectivesÂ and policy of the Company and in compliance with Section 135Â of the Companies Act, 2013.

Your Company's Policy on Corporate Social Responsibility can be accessed on the Company's website atÂ https://www.Â centuryply.com/codes-policies/Policy-on-Corporate-Social-Responsibility.pdf. The Company's CSR Policy statement andÂ annual report on the CSR activities undertaken during theÂ financial year ended 31st March, 2024, in accordance withÂ Section 135 of the Act and Rule 8 of the Companies (CorporateÂ Social Responsibility Policy) Rules, 2014 is set out in AnnexureÂ â7' to this Report.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

Your Directors have provided Business Responsibility and Sustainability Report for the FY 2023-24, which is mandatoryÂ for the top 1000 companies by market capitalization in termsÂ of Regulation 34(2) of the Listing Regulations. The Company'sÂ Business Responsibility and Sustainability Report describingÂ the initiatives taken by the Company from an environmental,Â social and governance perspective is appended as AnnexureÂ â8' to this Annual Report. The Report is aligned with NationalÂ Voluntary Guidelines on Social, Environmental and EconomicÂ Responsibilities of Business released by Ministry of Corporate

Affairs. It is designed to enable Members to take well-informed decisions and to have a better understanding of the Company'sÂ long term vision.

As a publicly listed company, we recognize that our accountability extends beyond our shareholders' interestsÂ in terms of revenue and profitability. We acknowledge ourÂ responsibility to the broader society, which is also a stakeholderÂ in our operations. At Centuryply, we are committed to enhanceÂ value for our stakeholders together with economic and socialÂ well-being of the society and minimising the direct andÂ indirect adverse impact of our operations on the environment.Â The Business Responsibility and Sustainability Report is oneÂ of the avenues to communicate the Company's obligationsÂ and performance to all its Stakeholders. In response toÂ evolving business dynamics, we have established a structuredÂ ecosystem to confront emerging challenges and capitalize onÂ new opportunities, all while contributing to a more sustainableÂ world. Sustainable development is deeply ingrained in ourÂ business strategy. Centuryply takes pride in its commitmentsÂ towards protecting the environment, delivering on its socialÂ responsibilities and good governance. The Company has alwaysÂ believed in the power of partnerships to unlock long-term valueÂ for its stakeholders, in a responsible manner. Your Company,Â as a responsible corporate citizen, recognizes that ethicalÂ conduct in all its functions and processes is the cornerstoneÂ of a responsible business. Your Company, through its variousÂ sustainability initiatives, focusses on creation of a future readyÂ organisation, which can pre-empt imminent challenges andÂ address the needs of all stakeholders. In view of the recentÂ changes in the Listing Regulations, the Business ResponsibilityÂ Policy was restructured into Business Responsibility andÂ Sustainability Policy and the same can be accessed atÂ https://www.centuryply.com/codes-and-policies/BRS-Policy_Â CenturyPly.pdf. The focus is on developing and integratingÂ a detailed sustainability vision into its long-term strategicÂ plan in a way that creates lasting value for its stakeholdersÂ while also building public trust. This is premised on striking aÂ proper balance between economic, social and environmentalÂ performance in dealings with various stakeholders, therebyÂ ensuring sustainable development for the Company.

MISCELLANEOUS ANNUAL RETURN

The Annual Return as required under Section 134(3)(a) and Section 92(3) of the Companies Act, 2013, read with Rule 12Â of the Companies (Management and Administration) Rules,Â 2014 is available on the Company's website atÂ https://www.Â centuryply.com/investor-information/cpil-annual-return/MGT-7.pdf.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY REGULATORS / COURTS /Â TRIBUNALS

There were no significant and material orders passed by the Regulators or Courts or Tribunals during the year impactingÂ the going concern status and the operations of the CompanyÂ in future.

COMPLIANCE WITH SECRETARIAL STANDARDS AND INDIAN ACCOUNTINGÂ STANDARDS

The Company is in compliance with the applicable Secretarial Standards issued by the Institute of Company Secretaries ofÂ India (ICSI) and approved by the Central Government underÂ Section 118(10) of the Companies Act, 2013. In the preparationÂ of the Financial Statements, the Company has also applied theÂ Indian Accounting Standards (Ind AS) specified under SectionÂ 133 of the Companies Act, 2013 read with Companies (IndianÂ Accounting Standards) Rules, 2015.

CREDIT RATING

The Company has obtained a credit rating for its Borrowing Programme viz. Long-term/Short-term, Fund based/Non-fundÂ based Facility limits from ICRA Limited. The details of CreditÂ Ratings are disclosed in the Corporate Governance Report,Â which forms part of the Annual Report.

GREEN INITIATIVES IN CORPORATE GOVERNANCE

Your Company supports and welcomes the âGreen Initiative' undertaken by the Ministry of Corporate Affairs, GovernmentÂ of India, permitting electronic dissemination of notices, AnnualÂ Report and other communications through email to MembersÂ whose email IDs are registered with the Company/DepositoryÂ Participant(s).Your Company sends notices, Annual Report andÂ other communications through email to Members whose emailÂ IDs are registered with the Company/ Depository Participant(s).

In line with the Circulars issued by MCA and SEBI, the Company had circulated Notices and Annual Report of theÂ Company for the financial year ended 31st March, 2023 onlyÂ through email to all those Shareholders who had registeredÂ their email address for the said purpose. With reference to theÂ relaxation provided by MCA and SEBI, Companies have beenÂ dispensed with the printing and dispatch of Annual Reports toÂ Shareholders. Hence, the Annual Report of the Company forÂ the Financial Year ended 31st March, 2024 would also be sentÂ only through e-mail to the Shareholders. Members can accessÂ all the documents relating to Annual General Meeting from theÂ Company's website atÂ centuryply.com/investors-new/investor-information.

We would greatly appreciate and encourage Members who have not yet registered their e-mail address to register theirÂ e-mail address with their Depository Participant in case theÂ shares are held by them in electronic form and with RTA inÂ case the shares are held by them in physical form for receivingÂ all communication including Annual Report, Notices, CircularsÂ etc. from the Company electronically. Members requiringÂ physical copies can send a request to the Company.

HUMAN RESOURCE DEVELOPMENT & INDUSTRIAL RELATIONS

At Centuryply, we believe our people are our most important capital. It is our constant endeavour to maximise our valueÂ proposition for them and strengthen our global human capitalÂ management. To ensure this, concerted efforts are directed

towards building a safe and stimulating work environment. This also empowers employees from diverse backgroundsÂ realise their full potential. Our people are central to our mission.Â Centuryply fosters an inclusive and diverse work environmentÂ and a culture of high performance. This builds accountabilityÂ and ownership, supports creative thinking and ensuresÂ continuous innovation.

During the year under review, your Company has been officially certified as a âGreat Place to Workâ. This esteemed certificationÂ acknowledges organizations that create an outstandingÂ employee experience. It also reflects on the credibility of theÂ Management, Respect for people, fairness at workplace, prideÂ and camaraderie among people. It serves as a testament toÂ our ongoing efforts in cultivating a work environment thatÂ nurtures innovation, fosters respect and promotes professionalÂ development.

The cornerstone of our Company's Human Resource management philosophy lies in empowering employees toÂ enhance productivity, efficiency and their integral role withinÂ the organization. We are dedicated to fostering a collaborativeÂ work environment that prioritizes learning and growth, enablingÂ employees to reach their full potential. We strive to strike aÂ harmonious balance between achieving business objectivesÂ and nurturing our talent pool to fortify the organization'sÂ competitive edge. Our unwavering focus remains on ensuringÂ that we have the right individuals equipped with the requisiteÂ skills to drive value for the business. The industrial relationsÂ have largely remained positive across all locations. TheÂ enthusiasm and unwavering dedication of our employees haveÂ enabled our Company to maintain a leading position within theÂ industry and consistently surpass lofty targets.

The Company's cloud-based HR portal âSampoorna' powered by âHONO' facilitates end-to-end HR functioning includingÂ payroll and appraisals and is integrated with the Company'sÂ present ERP system. The Company's intranet portal âCenturion'Â continues to serve as an interactive platform, bringingÂ employees together and closer to the management besidesÂ keeping them informed of the happenings in the Company.Â Besides this, the âCenturion Help-desk', a Whatsapp group, alsoÂ facilitates time bound resolution of employee grievances.

The Company has a robust performance evaluation process through which individual goals are aligned to organizationalÂ goals so that individuals and the organisation grow in tandem.Â In our quest to remain robust and competitive in peopleÂ processes your Company in partnership with Mercer MettlÂ introduced Psychometric Assessments for lateral hiring atÂ various levels.

Recognizing the pivotal role of employee well-being in sustaining our top-tier business performance, we prioritizeÂ the creation of a collaborative, inclusive, non-discriminativeÂ and safe work culture. Our commitment to providing equalÂ opportunities to all employees underscores our belief that suchÂ an enabling environment is paramount for delivering value toÂ our customers, shareholders, and communities.

Long-service award are being organised to recognize the loyalty and commitment of employees. Performance recognitionÂ through initiatives like representation on the Company's

monthly merit board, âSarvada Sarvottam Ambassadors' and âStar Centurion' are also being carried out on a regular basis.Â All these initiatives coupled with quick grievance resolutionÂ mechanisms have enabled the Company to create a highlyÂ motivated pool of professionals and skilled workforce that shareÂ a passion and vision of the Company.

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

Information on conservation of energy, technology absorption and foreign exchange earnings and outgo as stipulatedÂ under Section 134 of the Companies Act, 2013 read with theÂ Companies (Accounts) Rules, 2014, is set out in the AnnexureÂ â9' to this report.

PROCEEDING UNDER INSOLVENCY AND BANKRUPTCY CODE, 2016

There are no proceedings, either filed by the Company or against the Company, pending under the Insolvency and BankruptcyÂ Code, 2016 as amended, before the National Company LawÂ Tribunal or other Courts as on 31st March, 2024.

ONE TIME SETTLEMENT OF LOANS TAKEN FROM BANKS/ FINANCIAL INSTITUTIONS

The Company serviced all the debts and financial commitments as and when they became due and no settlements were enteredÂ into with the bankers.

COST AUDIT

Maintenance of cost records and the requirement of cost audit as prescribed under the provisions of Section 148(1) ofÂ the Companies Act, 2013 are not applicable for the businessÂ carried out by the Company.

INVESTOR EDUCATION AND PROTECTION FUND

As per the provisions of Sections 124 and 125 of the Companies Act, 2013 (âActâ) read with the Investor Education andÂ Protection Fund Authority (Accounting, Audit, Transfer andÂ Refund) Rules, 2016, read with the relevant circulars andÂ amendments thereto, (âIEPF Rulesâ), dividend, if not claimedÂ for a period of seven years from the date of transfer to UnpaidÂ Dividend Account of the Company, are liable to be transferredÂ to the Investor Education and Protection Fund (âIEPFâ).

Further, pursuant to the provisions of Section 124(6) of the Act, read with IEPF Rules, all shares on which dividend for seven orÂ more consecutive years have remained unclaimed, are requiredÂ to be transferred to the demat account of IEPF Authority. TheÂ said requirement however does not apply to shares in respectÂ of which there is a specific order of Court, Tribunal or StatutoryÂ Authority restraining any transfer of the shares.

In view of the above, the Company has during the year under review, transferred to IEPF H2,86,935 /- in respect of MembersÂ whose dividend were unpaid/ unclaimed for the Financial YearÂ 2015-16 (Interim dividend). Further, your Company has also

transferred 15,725 shares held by 24 shareholders to the demat account of IEPF authority. To date, on this account, a total ofÂ 114264 shares held by 447 shareholders have been transferredÂ by the Company to the IEPF authority.

The Company had communicated to all the concerned shareholders individually whose shares were liable to beÂ transferred to IEPF requesting the shareholders to claim theirÂ dividends in order to avoid the transfer of shares/dividend to theÂ IEPF The Company had also given newspaper advertisements,Â before making such a transfer. In accordance with theÂ provisions of IEPF Rules, the Company has also placed on itsÂ websiteÂ www.centuryply.com, information on dividends whichÂ remain unclaimed with the Company as on the date of close ofÂ financial year. The information is also available on the websiteÂ of the Ministry of Corporate Affairs.

Members are requested to note that the unclaimed dividend amount for the Financial Year ended 31st March, 2017 will beÂ due for transfer to IEPF on 1st October, 2024. In view of this, theÂ Shareholders who have not claimed the dividend for this periodÂ and for subsequent periods, are requested to lodge their claimÂ with the Company.

Members are requested to note that, both the unclaimed or unpaid dividend and corresponding shares transferred to theÂ IEPF including all benefits accruing on such shares, if any, canÂ be claimed back from IEPF Authority by submitting an onlineÂ application in web Form No. IEPF-5 available on the websiteÂ www.iepf.gov.inÂ and sending a physical copy of the same,Â duly signed, to the Company, along with requisite documentsÂ enlisted in the said form. For detailed procedure, shareholdersÂ may refer Rule 7 of the IEPF Rules.

In accordance with the IEPF Rules, the Board of Directors have appointed Sri Sundeep Jhunjhunwala, Company SecretaryÂ of the Company, as the Nodal Officer for the purpose of coordination with the IEPF Authority.

ANNEXURES

Annexures forming part of this Boardâs Report

The Annexures referred to in this Report containing information required to be disclosed are annexed as under:

Annexure	Particulars
1	Statement containing salient features of the financial statements of subsidiaries/ associateÂ companies/ joint ventures
2	Details of Loans, Guarantees and Investments
3	Secretarial Audit Report
4	Particulars of Employees and Managerial Remuneration
5	Remuneration Policy
6	Dividend Distribution Policy

Annexure	Particulars
7	Report on Corporate Social Responsibility
8	Business Responsibility and Sustainability Report
9	Particulars of conservation of energy, technology absorption and foreign exchange earnings andÂ outgo

APPRECIATIONS AND ACKNOWLEDGEMENTS

The Directors appreciate and value the contribution made by every member of the Centuryply family. Our consistent growthÂ has been possible by their commitment, solidarity, dedicationÂ and the tireless efforts. To them goes the credit for theÂ Company's achievements and realization of new performanceÂ milestones.

The Board conveys its appreciation to the Banks, Central and State Governments and their Departments, the LocalÂ Authorities, Securities and Exchange Board of India, BSE Ltd.,Â National Stock Exchange of India Ltd. and other RegulatoryÂ bodies for their continued guidance and support and lookÂ forward to their continued assistance in future.

Your Directors express their appreciation for the co-operation and support given to the Company by its vendors, dealers,Â business associates, consultants, bankers, financial institutions,Â auditors, solicitors and other stakeholders during the year. TheÂ trust and confidence reposed by the customers in the CompanyÂ and its products is especially cherished. The Company looksÂ upon them as partners in its progress and has shared with themÂ the rewards of growth.

Your Directors extend their sincere gratitude to the front-line workers and the exceptionally talented employees of Centuryply,Â whose dedication and expertise have been instrumental inÂ propelling our Company to new heights year after year. TheyÂ also express their heartfelt appreciation for the invaluableÂ contributions made by employees at every level, commendingÂ their exceptional competence, unwavering dedication, andÂ steadfast commitment to the success of our Company.

Finally, the Directors wish to place on record their special appreciation to the valued Shareholders of the Company forÂ their unstinted support towards fulfilment of its corporateÂ vision.

For and on behalf of the Board of Directors

Sajjan Bhajanka

(DIN: 00246043)

Kolkata, 5th August, 2024Â Chairman & Managing Director

Mar 31, 2023

Your Directors take pleasure in presenting the Company''s Forty-second Annual Report of the Company along with the audited financial statements (standalone and consolidated) for the Financial Year ended 31^st March, 2023 and Auditors'' Report thereon. The consolidated performance of the Company and its subsidiaries has been referred to wherever required.

FINANCIAL PERFORMANCE FINANCIAL HIGHLIGHTS

The Company''s financial performance for the year ended 31^st	March, 2023 is summarised below:			Hin crore
Particulars	STANDALONE		CONSOLIDATED
	2022-23	2021-22	2022-23	2021-22
Gross Income	3,665.78	3,023.64	3,694.26	3,050.10
Profit before Depreciation, Interest & Tax	581.85	557.33	606.36	553.92
Depreciation	72.38	67.53	77.51	74.28
Interest & Finance Charges	15.36	9.61	16.98	11.43
Profit before Tax	494.11	480.19	511.87	468.21
Tax Expenses	127.27	154.92	127.82	155.05
Profit after Tax	366.84	325.27	384.05	313.16
Attributable to:
Owners of the Company	366.84	325.27	383.30	313.06
Non-controlling interests	-	-	0.75	0.10
Other Comprehensive Income (net of taxes)	(0.41)	(3.07)	7.51	(0.80)
Total Comprehensive Income for the year	366.43	322.20	391.56	312.36
Attributable to:
Owners of the Company	366.43	322.20	390.74	312.18
Non-controlling interests	-	-	0.82	0.18
Opening balance in Retained Earnings	1,510.11	1,210.13	1,488.39	1,201.07
Adjustment with other equity	(0.41)	(3.07)	(0.28)	(2.92)
Adjustment on (acquisition)/disposal of subsidiary	-	-	13.91	(0.60)
Amount available for appropriation	1,876.54	1,532.33	1,885.32	1,510.61
Final Dividend- FY 2021-22	33.33	22.22	33.33	22.22
Closing Balance in Retained Earnings	1,843.21	1,510.11	1,851.99	1,488.39

THE YEAR IN SUMMARY

Standalone

â¢ During the financial year 2022-23, your Company registered a revenue of H3620.65 crore vs H3,000.88 crore in the previous year, up 20.65% YoY.

â¢ Profit before Tax stood at H494.11 crore as against H480.19 crore in the previous year - a growth of 2.90%.

â¢ Profit after Tax is H366.84 crore as against H325.27 crore in the previous year showing an increase of 12.78%.

â¢ EBITDA Margin is 16.07% as against 18.57% in the previous year.

Consolidated

â¢ Centuryply recorded consolidated revenue of H3646.57 crore as against H3027.02 crore in the previous year, up 20.47% YoY .

â¢ Profit before Tax stood at H511.87 crore as against H468.21 crore in the previous year - a growth of 9.32%.

â¢ Profit after Tax is H384.05 crore as against H313.16 crore in the previous year - showing an increase of 22.64 %.

â¢ EBITDA Margin is 16.62% as against 18.29% in the previous year.

The operations and financial results of the Company are elaborated in the annexed Management Discussion and Analysis.

SCHEME OF ARRANGEMENT BETWEEN THE COMPANY AND CENTURY INFRA LIMITED

During the year under review, the Board of Directors of the Company, on the basis of recommendations of the Audit Committee and the Committee of Independent Directors of the Company, at their meeting held on 20^th July, 2022 considered and approved the Scheme of Arrangement between the Company and Century Infra Limited and their shareholders and creditors under Sections 230 to 232 and other applicable provisions of the Companies Act, 2013, and rules framed thereunder (âScheme of Arrangementâ or âSchemeâ). The Appointed Date for the Scheme is 1^st April 2022.

The Scheme received âNo-Objectionâ / âNo adverse observationsâ from both National Stock Exchange of India Limited and BSE Limited vide their observation letters dated 10^th October, 2022. The resolution approving the Scheme was passed by requisite majority by the Equity Shareholders and Unsecured Creditors of the Company at their respective Meetings held on 20^th March, 2023 through Video Conferencing / Other Audio-Visual Means, convened pursuant to the order of Hon''ble National Company Law Tribunal, Kolkata Bench dated 10^th February, 2023. Subsequently, the Company has filed a Petition with the Hon''ble NCLT on 31^st March, 2023.

The Scheme shall be effective from the date on which the certified copies of the order of the NCLT, Kolkata is filed with the Registrar of Companies at Kolkata. Upon the Scheme becoming effective, the Container Freight Station Services Undertaking (as defined in the Scheme) of Century Plyboards (India) Limited shall stand transferred to and vested in Century Infra Limited, as a going concern, on slump sale basis from 1^st April, 2022, being the appointed date and in consideration whereof, Century Infra Limited shall issue and allot 32,71,00,000 fully paid-up Equity Shares of Re. 1/- each to the Company.

DIVIDEND

Your Company has a consistent track record of dividend payment. For the financial year ended 31^st March, 2023, based on the Company''s performance and in conformity with its Dividend Distribution Policy, the Directors are pleased to recommend for approval of the Members a Final Dividend of Re. 1/- (100%) per equity share of the face value of Re. 1/-(Rupee one) each (compared to that of the previous year of 150% i.e H1.50/- per equity share of Re. 1/- each). The Company continues to balance the dual objective of appropriately rewarding Members through dividends and retaining sufficient funds to support the long term growth of your Company. The final dividend, subject to the approval of the shareholders at the ensuing Annual General Meeting (AGM) of the Company, will be paid within the statutory period.

In view of the changes made under the Income-tax Act, 1961, by the Finance Act, 2020, dividends paid or distributed by the Company shall be taxable in the hands of the Shareholders. The Company shall, accordingly, make the payment of the final dividend after deduction of tax at source, wherever applicable.

In compliance of Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (âListing Regulationsâ), the Company has formulated a Dividend Distribution Policy which, inter alia, specifies the various factors, that shall be considered while declaring dividend and the circumstances under which the shareholders of the Company may or may not expect dividend.

The Policy is available on the Company''s website at: https://www.centuryply.com/codes-policies/CPIL-Dividend-Distribution-Policy.pdf and the same is also annexed to this Report as Annexure â6''.

TRANSFER TO RESERVES

The Reserves and Surplus of your Company has increased to H1875.71 crore in the year 2022-23 as compared to H1542.62 crore in the year 2021-22. Your Directors have proposed not to transfer any sum to the General Reserve during the Financial Year 2022-23.

SHARE CAPITAL

During the year under review, there were no changes in the share capital of the Company. As on 31^st March, 2023, the Company''s paid-up Equity Share Capital was H22,25,27,240/-comprising of 22,21,72,990 Equity Shares of Face Value of Re. 1/- each and H3,54,250 received on account of 13,80,000 (post-split) forfeited shares. During the Financial Year 202223, your Company has neither issued any shares or convertible securities nor has granted any stock options or sweat equity.

INDIAN ECONOMY AND STATE OF AFFAIRS

FY23 has been strong for India''s economy despite the tailwind of the pandemic and the headwind of the geo-political conflict intertwining to escalate global economic uncertainties. The pandemic-induced uncertainty, the geopolitical conflict and the associated risks on India, weighed down GDP growth in FY21. The following year, FY22, the Indian economy started to recover despite the Omicron wave of January 2022. Amidst all these, the Indian economy performed well and emerged as the fastest growing major economy and is expected to sustain the momentum going forward.

The International Monetary Fund (IMF) has projected global real GDP growth at 2.8 per cent for 2023 and 3 per cent for 2024 in its latest World Economic Outlook report. It marks a distinct slowdown from 3.4 per cent growth in 2022. On the other hand, IMF in its flagship World Economic Outlook report, projected that the Indian economy will grow by 5.9% in the current fiscal year, making it the fastest-growing economy in the world, despite confronting considerable challenges such as financial sector turmoil, inflationary pressures, effects of the Russia-Ukraine war and the persistent impact of the Covid-19 pandemic over the past three years. These optimistic growth forecasts stem in part from the resilience of the Indian economy seen in the rebound of private consumption seamlessly replacing the export stimuli as the leading driver of growth. The uptick in private consumption has also given a boost to production activity resulting in an increase in capacity utilisation across sectors. The year FY23 so far for India has reinforced the country''s belief in its economic resilience.

While the year 2022 witnessed a return of high inflation in the advanced world after three to four decades, India caps the rise in prices. While India''s retail inflation rate peaked at 7.8 per cent in April 2022, above the RBI''s upper tolerance limit of 6 per cent, the overshoot of inflation above the upper end of the target range in India was however one of the lowest in the world. Inflation remained beyond the tolerance level of the RBI, prompting the country''s apex bank to go for successive rate hikes.The challenge posed by depreciating rupee, although better performing than most other currencies, also persists with the likelihood of further increases in policy rates by the US Fed. Even during the current times, despite biting inflation and increasing interest rates, the real estate market is still on an upswing.

According to the Economic Survey 2022-2023, the Capital Expenditure (Capex) of the central government increased by 63.4 per cent in the first eight months of FY23 and became major driver of the Indian economy in the current year. The world''s second-largest vaccination drive involving more than 2 billion doses also served to lift consumer sentiments that may prolong the rebound in consumption. Vaccinations have facilitated the return of migrant workers to cities to work in construction sites as the rebound in consumption spilled over into the housing market. This is evident in the housing market witnessing a significant decline in inventory overhang to 33 months in Q3 of FY23 from 42 months last year.

The measures announced in the Union Budget FY24, such as a rise in capital expenditure, increased focus on infrastructure development, boost to the green economy, and initiatives for strengthening financial markets etc., are expected to promote job creation and spur economic growth. Measures announced for the MSME sector will likely reduce the cost of funds and aid small enterprises. Revision in tax slabs under the new personal income tax regime is expected to boost consumption, thus providing more impetus to economic growth.

The Real Estate sector has witnessed resilient growth in the current year, with housing sales and the launch of new houses surpassing in Q2 of FY23 the pre-pandemic level of Q2 of FY20. There is a massive demand for affordable housing in many parts of the country, propelled by rapid urbanization. Apart from it, there is a significant increase in demand for luxury and big housing spaces due to the need for better lifestyles. The need for a lifestyle upgrade among homebuyers, low-interest rates, comparatively low prices, and the pandemic''s renewed need for home ownership have been the primary drivers of sales growth. The real estate industry has particularly benefited from the push for policy that has resulted in legislation like the Real Estate Regulatory Authority (RERA), the introduction of Real Estate Investment Trusts (REITs), and housing initiatives like PMAY (Pradhan-Mantri Awas Yojana) and SWAMIH (Special Window for Completion of Construction of Affordable and MidIncome Housing Projects). These timely policy intervention by the government coupled with low home loan interest rates propped up demand and attracted buyers more readily in the affordable segment in FY23.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There have been no material changes and commitments affecting the financial position of the Company which occurred between the end of the financial year 2022-23 and the date of this report. The Company is virtually debt free and has adequate liquidity to meet its business requirements.

FUTURE OUTLOOK

The Indian plywood market has witnessed significant growth and transformation over the years. With the increasing demand in the construction and furniture sector, the demand for plywood products is expected to rise. Century Plyboards is one of the prominent players in the Indian plywood market. The future of the plywood industry in India looks bright as the economy of India continues to grow, this will lead to surge in construction industry driving the demand for plywood. As the standard of living of middle class population is increasing in India, the demand for furniture is expected to rise, further driving the need for plywood. However, the Plywood industry in India faces several challenges such as the lack of quality raw materials and skilled manpower. To overcome these challenges, the industry must focus on developing efficient supply chains and investing in the training and development of the workforce. Our resilient business model enables us to withstand challenges and adapt to the changing market demands.

The key drivers of Indian furniture market from the residential sector are growing population, rapid urbanization, shifting lifestyle patterns coupled with increasing number of nuclear families across India. As majority of the population prefers semi-furnished or fully furnished houses, there has been significant increase in the refurbishment and renovation of existing residential areas, which, in turn, is escalating the demand for plywood in the Indian market. This, coupled with the inflating disposable incomes and improving living standards of the working population, are positively influencing the market growth. As consumer awareness and disposable incomes increase, there is a noticeable shift in preference towards branded and high-quality plywood products. Century Plyboards, with its established reputation for manufacturing reliable and durable plywood, is likely to benefit from this trend. Furthermore, rapidly expanding distribution networks and reduced manufacturing costs are also creating a positive market outlook across the country.

The total market size of wood panel industry is estimated at H40,000 crore, comprising of both organised and unorganised players, and Century Plyboards has a 25 per cent share of the organised panels market. The Indian plywood market is gradually witnessing a transition from unorganized to organized retail. This shift is driven by factors such as changing consumer preferences, the emergence of modern retail formats, and the increasing influence of e-commerce. Century Plyboards, with its extensive dealer network and robust distribution channels, is well-positioned to tap into this evolving retail landscape.

Century Plyboards operates in a space where more than 50% of the market is dominated by the unorganized sector. In the organised sector, your Company enjoys a leadership position.

The Company''s focus on product innovation and sustainable practices further enhances its appeal among environmentally conscious consumers. The Company aims to achieve raw material self-sufficiency while promoting its sustainability and inclusive growth efforts. Besides environmental protection, this helps maintain the sustainability and financial viability of the eco-system and also generates employment opportunities. Centuryply has been the front-runner when it comes to implementing innovative practices. Centuryply upholds its quality commitment by providing in all Centuryply products a unique QR code embedded in them, scanning of which, through a mobile application, will provide relevant details in support of whether consumers are buying a genuine Century Ply product or not. The QR code feature secures trust of customers by verifying authenticity and preventing counterfeit sellers.

The year FY2023 proved to be a tumultuous one for the MDF sector, with various challenges cropping up along the way. The withdrawal of anti-dumping duty, coupled with a slowdown in Europe, resulted in cheaper imports from Thailand and Vietnam, leading to a demand-supply mismatch in the MDF category. Further, rising input prices owing to high crude oil price led to margin pressure. The Indian Furniture Industry (especially the residential and home furnishing segments) continues to be dominated by plywood. Globally, the MDF to plywood consumption ratio is 80:20, but in India, the ratio is skewed in favour of the plywood at 20:80. This number suggests that there is enough room for the growth of MDF in the country in the future. It is estimated that the MDF to Plywood ratio in India will improve to 50:50 by 2030. This presents a strong growth potential for the MDF industry in India. It is expected to gain market share of low & medium grade plywood (which constitute 85% of the plywood market in India). In India, MDF has penetrated all the regions in terms of market presence and is rapidly advancing in terms of both consumer demand as well as production capacity. Further, unlike Plywood, MDF industry is characterized by Strong Entry Barriers. Due to this, it less likely to face competition from the unorganized segment, resulting in larger market share for the organized players and higher growth potential.

Post-pandemic, there has been continuous momentum in the residential market and higher spending on home improvement, contributing to the robust demand for wood-panels, MDF and readymade furniture. Therefore, one of the industry leaders Centuryply is hoping for a further boost to the housing sector. This would go a long way in keeping up the growth momentum in the plywood-affiliated industry.

The demand in particle board sector is better compared to plywood as demand and supply equilibrium is in balance. The particle board sector is growing steady with double digit growth thanks to rising domestic demand and growing consumption in furniture sector. Significant growth in the construction of homes on account of rapid urbanization and the rising global population represents one of the key factors fueling the market growth. This, along with the growing working population, changing trends of modern offices, growing awareness about

the eco-friendly nature of particle boards among end users, is positively influencing the demand for particle boards in commercial establishments for enhanced aesthetics. To make the mist of the growing demand in this segment, Century Plyboards has already taken up expansion of its particle board capacities.

In India, the laminate market has been experiencing steady growth over the years and is expected to exhibit a CAGR of 5.8% during 2023-2028, The large industries with quality and brand focus are now edging out the unorganised decorative laminate players. Your Company launched a new mass segment laminate brand âSainik'', backed by the same quality commitments as is applicable to Century Laminates.

It can safely be concluded that the future of the wood panel industry in India is promising, driven by the growth of the construction and furniture industries, government initiatives to provide affordable housing and increasing demand for ecofriendly building materials.

FUTURE PLANS OF EXPANSION

After having received required approvals, construction of a new greenfield unit in the state of Andhra Pradesh by the Company''s wholly owned Subsidiary, Century Panels Ltd. for manufacturing of MDF boards having an installed capacity of 313,500 CBM per year is already underway. The Company aims to develop this project as the largest integrated wood panel manufacturing unit, covering Laminates, MDF and Plywood with investments of more than H1500 crore in a phased manner and expects first phase production comprising of laminates and MDF to be operational within the third quarter of FY 2023-24.

The Company has also embarked upon enhancement of its present particle board capacities of 72000 CBM per annum with a proposed addition of 240000 CBM per year through a green field project at Gummidipoondi in Tamil Nadu at a CAPEX of about H550 Crore.

Capacity expansion at the Company''s MDF unit at Hoshiarpur in Punjab has been completed and commercial production at the new line commenced in March, 2023. Post expansion, the capacity of this unit has increased to 313,500 CBM per year. The Company has also initiated steps for setting up a new unit in the State of Punjab for manufacturing of plywood, with capacity of 60,000 CBM per year and for which the required land has been acquired. The Company is in the process of obtaining necessary approvals for going ahead with the construction activity.

The project for rejuvenation of Khidderpore Docks (KPD-I West) through PPP mode on Design, Build, Finance, Operate and Transfer (DBFOT) basis at Syama Prasad Mookerjee Port, Kolkata, being undertaken by the Company''s wholly owned Subsidiary Century Ports Limited is progressing at a steady pace and is expected to be completed and operational within the third quarter of FY 2023-24. The Company had emerged as the top bidder to modernise and mechanise a cluster of six berths in Calcutta''s Khidderpore Docks, marking a major milestone in private sector participation in the city''s century old port operation. Concession Agreement for this project has also been executed. Once fully operational, these berths under

KPD -I (West), will create additional port capacity in eastern India by installing mechanised systems to handle containers as well as clean bulk cargo.

Your Company launched a new mass brand âSainik Laminates'' in order to address the untapped 80% of the approximately H8,000 crore laminate market. With this, your Company aims to reinforce its high margin laminates vertical.

CHANGE IN NATURE OF BUSINESS, IF ANY

There has not been any change in the nature of business of the Company during the FY ended 31^st March, 2023.

SUBSIDIARIESCHANGES IN SUBSIDIARIES

As a purposeful strategy, your Company carries a part of its business operations through several subsidiaries which are formed either directly or as step-down subsidiaries or in certain cases by acquisition of majority stake in existing companies. As on 31^st March, 2023, your Company had following 12 subsidiaries and 4 step-down subsidiaries:

Subsidiary Companies

â¢ Auro Sundram Ply & Door Pvt. Ltd.

â¢ Century MDF Ltd.

â¢ Ara Suppliers Pvt. Ltd.

â¢ Arham Sales Pvt. Ltd.

â¢ Adonis Vyaper Pvt. Ltd.

â¢ Apnapan Viniyog Pvt. Ltd.

â¢ Century Infotech Ltd.

â¢ Century Panels Ltd.

â¢ Century Infra Ltd.

â¢ Century Ports Ltd.

â¢ Century Ply (Singapore) Pte. Ltd.

â¢ Century Gabon SUARL

Step-down subsidiaries

â¢ Asis Plywood Ltd.

â¢ Century Ply Laos Co. Ltd.

â¢ Century Huesoulin Plywood Lao Co., Ltd.

â¢ Century Adhesives & Chemicals Limited

Your Company did not have any associate companies or joint venture companies within the meaning of Section 2(6) of the Companies Act, 2013, as amended from time to time. There has been no material change in the nature of the business of the subsidiaries. During the year and till date the following changes have taken place with respect to subsidiary companies:

â¢ Your Company incorporated a wholly-owned subsidiary in the name of âCentury Ports Ltd.'' at Kolkata on 20^th April, 2022 for rejuvenation, repair and renovation, maintenance and operation of ports, docks, jetties, containers freight stations, etc. It had bagged its first contract for carrying out the project for rejuvenation of Khidderpore Docks (KPD-I West) through PPP mode on Design, Build, Finance, Operate and Transfer (DBFOT) basis at Syama Prasad Mookerjee Port, Kolkata.

â¢ Century Panels Ltd., a wholly owned subsidiary of the Company, acquired the entire shareholding in Century Adhesives & Chemicals Ltd., thereby making it a step-down subsidiary of the Company with effect from 1^stOctober, 2022.

â¢ The Board of Directors approved to dispose of the Company''s investments in Centuryply Myanmar Pvt. Ltd. (CPML). The Company had estimated and recognised impairment loss of H4937 lacs (including H237 lacs in current quarter) in the carrying amount of its investment in the aforesaid foreign subsidiary. The Company has completed disposal and transfer of its entire stake in CPML w.e.f 1^st March, 2023. Consequently, CPML remains a subsidiary of the Company till 28^th February, 2023.

â¢ Century Infra Limited, a wholly owned subsidiary of your Company incorporated with the object of operating container freight station, container handling services, warehousing of imported and exported goods and other related services. Upon the Scheme of arrangement between Century Plyboards (India) Limited and Century Infra Limited & their respective shareholders and creditors under Sections 230 to 232 (read with other applicable provisions) of the Companies Act, 2013, and rules framed thereunder (âScheme''), becoming effective, the business and interest of the Company in manufacture of Container Freight Station Services will be transferred to and vest in Century Infra Limited on slump sale basis and in consideration thereof the Resulting Company shall issue its equity shares to the Company. The details of the Scheme have been included elsewhere in this Report.

Your Company does not have any material subsidiary whose net worth exceeds 10% of the consolidated net worth of the Company in the immediately preceding financial year or has generated 10% of the consolidated income of the Company during the previous financial year.

OPERATIONS

There has been no material change in the nature of the business of the subsidiaries/ step-down subsidiaries during the year under review.

Auro Sundram Ply & Door Pvt. Ltd. is engaged in the manufacturing of plywood and allied products from eco-friendly agro-forestry timber and operating a plywood unit at Roorkee in Uttarakhand.

The Company''s wholly owned Subsidiary, Century Panels Ltd. is actively moving ahead with the construction of its integrated wood panel manufacturing facility at Gopavaram, Kadapa District in Andhra Pradesh. It expects the laminate and MDF manufacturing to facililties to commence operations within the third quarter of FY 2023-24.

The project is designed to provide direct employment to over 2000 people and indirect employment to over 5000. Apart from this, the local farmers will be the largest beneficiaries of this project as much of the required raw materials would be sourced from them.

Ara Suppliers Pvt. Ltd., Arham Sales Pvt. Ltd., Adonis Vyaper Pvt. Ltd. and Apnapan Viniyog Pvt. Ltd. jointly own

and hold some land in Kolkata which is yet to be developed. Century Infotech Ltd. is primarily engaged in the business of e-commerce, e-shopping, online information services, online application integration including buying, selling, marketing, trading and dealing in various kinds of products and services. Its e-commerce operations are however currently suspended. Century MDF Ltd., Century Infra Ltd., and Asis Plywood Ltd. are presently not operational.

Century Ports Ltd. had initiated steps for carrying out the project for rejuvenation of Khidderpore Docks (KPD-I West) for carrying out the project for modernisation of Khidderpore Docks (KPD-I West) through PPP mode on Design, Build, Finance, Operate and Transfer (DBFOT) basis at Syama Prasad Mookerjee Port, Kolkata.

Century Adhesives & Chemicals Ltd. has initiated the process for setting up a resin and formalin manufacturing facility at Multi product SEZ, Industrial Park Naidupetta, Andhra Pradesh.

Century Gabon SUARL enjoys the advantage of availability of abundant Okoume timber required for production of face veneer. It is presently operating at a capacity of peeling 200 CBM of timber per day, serving as a vital backward integration for securing availability of raw material for Century Ply.

Century Ply Laos Co. Ltd. is engaged in the manufacturing of veneer in Attapeu province in Laos out of raw material sourced locally while Century Huesoulin Plywood Lao Co., Ltd. is manufacturing plywood at its unit in Savannakhet Province in Laos. However, due to administrative restrictions imposed by the Laos Government, the operations of these step-down subsidiaries and consequently that of Century Ply (Singapore) Pte. Ltd. remained suspended during the financial year under review.

POLICY ON MATERIAL SUBSIDIARIES

In accordance with Regulation 16(1)(c) of Listing Regulations, your Company has adopted a policy for determining material subsidiaries. The Policy aims to Material Subsidiaries of the Company and to provide the governance framework for such subsidiaries. The Policy is hosted on the website of the Company under the web link: https://www.centuryply.com/ codes-policies/CPIL-Policy-on-material-subsidiary.pdf.The Company does not have any material subsidiary Company.

FINANCIAL POSITION & PEFORMANCE

During the year under review, the affairs of the subsidiaries were reviewed by the Board, inter alia, by the following means:

â¦ Financial statements of the subsidiary companies are reviewed by the Company''s Audit Committee.

â¦ Major investments made by the subsidiaries are reviewed quarterly by the Company''s Audit Committee.

â¦ Minutes of Board meetings of subsidiary companies are placed before the Company''s Board regularly.

â¦ Significant transactions and arrangements entered into by subsidiary companies are placed before the Company''s Board.

Pursuant to the provisions of Section 129(3) of the Companies Act, 2013 read with Rule 5 of the Companies (Accounts) Rules, 2014, a statement in Form No. AOC-1, containing the salient features of financial statements of the Company''s subsidiaries is appended as Annexure â1'' to this Report.

The Contribution of the subsidiaries to the overall performance of the Company during the year is given in note no. 47 of the Consolidated Financial Statement.

ACCOUNTSCONSOLIDATED FINANCIAL STATEMENTS

The consolidated financial statements of the Company and its subsidiaries for FY 2022-23 are prepared in compliance with the applicable provisions of the Companies Act, 2013, Regulation 33 of the Listing Regulations and in accordance with the Indian Accounting Standards notified under the Companies (Indian Accounting Standards) Rules, 2015.

In accordance with the provisions of Section 129(3) of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014, Companies (Indian Accounting Standards) Rules, 2015 and other applicable provisions and Regulation 34(2) of Listing Regulations, the Consolidated Financial Statements of the Company and its subsidiaries for FY 2022-23 along with Auditor''s Report thereon forms part of this Annual Report. These statements have been prepared on the basis of audited financial statements received from the subsidiary companies as approved by their respective Boards.

Pursuant to the provisions of Section 136 of the Companies Act, 2013, Annual Report of the Company, containing therein its standalone and consolidated financial statements along with relevant documents and separate audited financial statements in respect of each of the subsidiaries, are available on the website of the Company, www.centuryply.com under the âInvestors'' section.

The Financial Statements along with audit reports thereto in respect of the Company''s subsidiaries are available for inspection by the Members at the Registered Office of the Company and that of the respective subsidiaries during working days between 11.00 A.M. and 1.00 PM. Shareholders interested in obtaining a copy of the audited financial statements of the subsidiary companies may write to the Company Secretary at the Company''s registered office.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

Details of loans, guarantees and investments under the provisions of Section 186 of the Companies Act, 2013 read with the Companies (Meetings of Board and its Powers) Rules, 2014 and schedule V of the Listing Regulations, as on 31st March, 2023, are set out in Annexure â2'' hereto and forms a part of this Report. The particulars of loans and investments have also been disclosed in notes to the Financial Statements.

The aggregate of loans, guarantees given and investments made by the Company in accordance with Section 186 of the Companies Act, 2013, does not exceed the higher of sixty percent of its paid-up share capital, free reserves and securities premium account or one hundred percent of its free reserves and securities premium account.

RELATED PARTY TRANSACTIONS

Your Company has drawn up a Policy on materiality of and dealing with Related Party Transactions (âRPT Policy''), in line with the provision of the Companies Act and Listing Regulations. The Policy may be accessed on the Company''s website at: https://www.centuryply.com/codes-policies/Policy-on-Materiality-of-and-dealing-with-related-party-transcations. pdf. The Policy intends to regulate transactions between the Company and its Related Parties based on applicable laws and regulations and also sets out the mechanism for identification, approval, review and reporting of such transactions.

All contracts/ arrangements/ transactions with related parties, entered into or modified by the Company during the Financial Year 2022-23, were on an arm''s length basis and not âmaterial''. The said transactions with Related Parties were entered into for the benefit and in the interest of your Company and its stakeholders. These transactions were, inter-alia, based on various considerations such as business exigencies, synergy in operations, the policy of the Company and resources of the Related Parties. During the year, all transactions entered into with related parties were approved by the Audit Committee. Certain transactions, which were planned/ repetitive in nature or unforeseen in nature, were approved through omnibus route. A statement of transactions entered into pursuant to the approvals so granted is placed before the Audit Committee and the Board of Directors on a quarterly basis. All the transactions were in compliance with the applicable provisions of the Companies Act, 2013 and Listing Regulations. There are no materially significant transactions with related parties which may have a potential conflict with the interest of the Company at large.

During the year, your Company had not entered into any contract / arrangement / transaction with related parties which could be considered material in terms of the RPT Policy, requiring shareholders'' approval under Regulation 23(4) of the Listing Regulations or Section 188 of the Companies Act, 2013 read with Rules made thereunder. Accordingly, the disclosure of Related Party Transactions as required under Section 134(3) (h) of the Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014 in Form AOC-2 is not applicable.

Members may refer Note No. 38 to the Financial Statements which sets out the Related Party Disclosures pursuant to IND AS and in terms of Regulation 34(3) read with Part A of Schedule V of the Listing Regulations. The Company, in terms of Regulation 23 of the Listing Regulations submits half-yearly disclosures of related party transactions to the stock exchanges and the same can be accessed on the website of the Company, www.centuryply.com.

PUBLIC DEPOSITS

During the Financial Year 2022-23, the Company has not invited, accepted or renewed any public deposits covered under Section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014. As such, no amount on account of principal or interest on public deposits was outstanding as on the date of the Balance Sheet. In terms

of Rule 2(1)(c)(viii) of the Companies (Acceptance of Deposits) Rules, 2014, the details of the amount received, if any, from the Directors of the Company are provided in the Note Nos. 17 and 38 of the Standalone Financial Statements of the Company.

AUDITORS

STATUTORY AUDITORS

M/s Singhi & Co, Chartered Accountants (ICAI Firm Registration No. 302049E) has been your Company''s Auditors since 2014. In terms of the provisions of Section 139 of the Companies Act, 2013 read with provisions of the Companies (Audit and Auditors) Rules, 2014, as amended, the Members at the Thirty-Eighth Annual General Meeting (AGM) held on 4^thSeptember, 2019, approved their re-appointment as Statutory Auditors of the Company for a second term of five consecutive years, i.e., from the conclusion of the Thirty-eighth AGM until the conclusion of Forty-third AGM to be held in the calendar year 2024. The Statutory Auditors of the Company were present in the last AGM.

Pursuant to Section 141 of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014, M/s. Singhi & Co have represented that they are not disqualified and continue to be eligible to act as the Auditor of the Company. M/s. Singhi & Co. have also confirmed that they have been subjected to the peer review process of the Institute of Chartered Accountants of India (ICAI) and holds a valid certificate issued by the Peer Review Board of ICAI as required under Regulation 33(1)(d) of the Listing Regulations.

STATUTORY AUDITORSâ REPORT

The Statutory Auditors'' Report âwith an unmodified opinionâ, given by M/s. Singhi & Co, on the Standalone and Consolidated Financial Statements of the Company for the Financial Year ended 31^st March, 2023, is appended in the Financial Statements forming part of this Annual Report. There has been no qualification, reservation, adverse remark or disclaimer given by the Statutory Auditor in their Report for the year under review.

The Notes on Financial Statements referred to in the Auditors'' Report are self-explanatory and do not call for any further comments.

SECRETARIAL AUDIT

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Regulation 24A of the Listing Regulations, your Company had appointed M/s MKB & Associates, a firm of Company Secretaries in Practice, as Secretarial Auditor to conduct the Secretarial Audit of the Company for the Financial Year 2022-23. The Report of the Secretarial Audit in Form MR-3 is appended hereto as Annexure â3''. The Report does not contain any qualification, reservation, adverse remark or disclaimer.

REPORTING OF FRAUDS BY AUDITORS

In terms of Section 143(12) of the Companies Act, 2013, the Auditors have not reported any instances of frauds committed in the Company by its Officers or Employees during the year under review.

DIRECTORS AND KEY MANAGERIAL PERSONNELI. INDEPENDENT DIRECTORS:

(a) CHANGES IN INDEPENDENT DIRECTORS

Pursuant to the provisions of Section 149 and 152 read with Schedule IV of the Companies Act, 2013 and the Rules made thereunder, the shareholders at the Annual General Meeting held on 21^st September, 2022, inter alia, confirmed re-appointment of Sri Probir Roy (DIN: 00033045) for a second term of three years from 1^st October, 2022 to 30^thSeptember, 2025 as Independent Director on the Board of the Company.

The Company''s remuneration policy provides criteria for the selection, appointment and remuneration of Directors, which inter-alia, requires that the Directors shall be of high integrity with relevant expertise and experience to have a diverse Board. The Policy also lays down the positive attributes/criteria while recommending the candidature for the appointment of a new Director.

Based on recommendation of Nomination and Remuneration Committee, the Board of Directors, through a Circular Resolution passed on 26^th March, 2022, subject to approval of the shareholders, appointed Ms. Ratnabali Kakkar (DIN: 09167547) as an Additional Director in the Independent category, not liable to retire by rotation, with effect from 1^st April, 2022 for a term of five years ending on 31^st March, 2027, in place of Ms. Mamta Binani, whose second term got completed on 31^st March, 2022.

The Company had received a notice in writing from a member under Section 160 of the Companies Act, 2013, proposing the candidature of Ms. Ratnabali Kakkar for the office of Independent Director of the Company.

The Company had also received from Ms. Ratnabali Kakkar (i) consent to act as Director in writing in Form DIR-2 pursuant to Rule 8 of Companies (Appointment and Qualification of Directors) Rules, 2014, (ii) disclosure in Form DIR-8 pursuant to Rule 14(1) of the Companies (Appointment and Qualification of Directors) Rules, 2014 to the effect that she is not disqualified under sub section (2) of Section 164 of the Companies Act, 2013 and (iii) declaration to the effect that she meets the criteria of independence as prescribed both in the Act and in the Listing Regulations.

Approval of the Members by way of Special Resolution, was sought through Postal Ballot/ e-voting for appointment of Ms. Ratnabali Kakkar as an Independent Director, not liable to retire by rotation, with effect from 1^st April, 2022 for a term of five years ending on 31^st March, 2027 and the same was approved by requisite majority on 24^th May, 2022, being the last date specified for E-voting.

Pursuant to the provisions of Section 149 and 152 read with Schedule IV of the Companies Act, 2013 and the Rules made thereunder, the shareholders, at their Annual General Meeting held on 9^th September, 2020, inter-alia, had confirmed appointment of Sri Amit Kiran Deb (DIN: 02107792) as an Independent Director with effect from 1^stApril, 2020 to 30^th September, 2023.

As per the provisions of Section 149(10) of the Companies Act, 2013, Independent Directors can be re-appointed for a second term of up to five consecutive years on passing of special resolution by shareholders of the Company and disclosure of such appointment in its Board''s report. Accordingly, in terms of Sections 149(10) and 149(11) of the Companies Act, 2013, the first term of Sri Amit Kiran Deb is due to expire on 30^th September, 2023. The Board of Directors at its meeting held on 4^th August, 2023, after considering the recommendations of the Nomination and Remuneration Committee and on the basis of his performance evaluation and his consent and subject to approval of the shareholders, recommended reappointment of Sri Amit Kiran Deb for a second term of five years from 1^st October, 2023 to 30^th September, 2028 as Independent Director on the Board of the Company, notwithstanding that he would be attaining the age of 75 years on 26^th December, 2023.

(b) DECLARATION BY INDEPENDENT DIRECTORS

Pursuant to the provisions of Section 149 (7) of the Companies Act, 2013 read with Rules made thereunder and in terms of Regulation 25(8) of Listing Regulations, the independent directors have submitted declarations confirming that:

i. they meet the criteria of independence as prescribed under Section 149(6) of the Companies Act, 2013 read with Schedule and Rules framed thereunder and Regulation 16(1)(b) of the Listing Regulations, as amended and that during the year, there has been no change in the circumstances affecting their status as Independent Directors of the Company;

ii. in terms of Regulation 25(8) of the Listing Regulations, they are not aware of any circumstance or situation, which exist or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgment and without any external influence;

In terms of Regulation 25(9) of the Listing Regulations, the Board of Directors has ensured the veracity of the disclosures made under Regulation 25(8) of the Listing Regulations by the Independent Directors of the Company and is of the opinion that they fulfil the conditions specified in the Act and the Listing Regulations and that they are independent of the management.

The Independent Directors have confirmed compliance with the Company''s Code of Conduct as formulated by the Company and also with the Code for Independent Directors prescribed in Schedule IV to the Companies Act, 2013. As required under Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014, all the Independent

Directors of the Company have valid registration with the Independent Director''s database maintained by the Indian Institute of Corporate Affairs and also completed the online proficiency test conducted by the Indian Institute of Corporate Affairs, wherever required.

All the Directors of your Company have confirmed that they are not disqualified from being appointed or continuing as Directors in terms of Section 164(2) of the Companies Act, 2013 and Rule 14(1) of the Companies (Appointment and Qualification of Directors) Rules, 2014.

During the year under review, the non-executive directors of the Company had no pecuniary relationship or transactions with the Company, other than payment of sitting fees, commission and reimbursement of expenses incurred by them for the purpose of attending meetings of the Board / Committee / Independent Directors of the Company and save and except one transaction as detailed in Note no. 38(b) of the Notes to the Financial Statements.

Pursuant to Regulation 25(7) of the Listing Regulations and Schedule IV of the Companies Act, 2013, the Company conducted a familiarization programme for all its Independent Directors on 7^th February, 2023, wherein a visit to the Company''s MDF manufacturing facility at Hoshiarpur, Punjab was organised. The Independent Directors were given an overview of the plant operations, production processes, important raw materials, finished goods, health and safety measures together with environmental concerns. Independent Directors had an opportunity to have interactions with HODs of various departments and functions including HR and marketing. For more details on the familiarisation programmes imparted to Independent Directors, Members may visit the Company''s website, https://www.centuryply.com/investor-information/familiarisation-program/Familiarisation-Programme-Details_2022-23.pdf.

Your Company has in place a structured programme for orientation and training of the Independent Directors so as to enable them to understand the Company - its operations, business, industry and environment in which it functions. Each Director of the Company has complete access to any information relating to the Company. Independent Directors have the freedom at all times to interact with the Company''s management. A detailed overview of the Company''s familiarisation program can be accessed through web-link: https://www.centuryply.com/codes-policies/Familiarization-Programme-for-Independent-Directors.pdf.

On appointment of an Independent Director, the Company issues a formal appointment, inter-alia, setting out his / her role, function, duties and responsibilities. The newly Independent Director to the Board are provided an induction-cum-familiarization kit containing Memorandum and Articles of Association of the Company, organisational structure, set of major statutory and internal policies of the Company, Board and Committee structure and details about the Company''s subsidiaries. The Company Secretary briefs the Director about their legal & regulatory responsibilities as a Director.

The Company believes that an enlightened Board plays a pivotal role in the overall governance processes of the Company. To this end, the Directors were empowered with the knowledge of the latest developments with respect to significant amendments in the Companies Act and SEBI Regulations and implication thereof. The Directors are periodically updated on the performance/developments of the Company, new initiatives by the Company, domestic/ overseas industry scenario, business model of the Company and its strategic priorities.

The Company also arranges for visits to the Company''s Plants to enable them to get first hand understanding of the processes. Apart from in-house programme, the Independent Directors are also encouraged to participate in various training sessions to update and refresh their skills and knowledge. Each Director has complete access to information relating to the Company. Independent Directors have the freedom at all times to interact with the Company''s management.

(d) STATEMENT REGARDING INDEPENDENT DIRECTOR

Independent Directors on your Company''s Board bring a wealth of industry experience to the Company and represents a good and diverse mix of professionalism, knowledge and experience. In the opinion of the Board of Directors of your Company, the Independent Directors comprise persons of high repute and possess relevant expertise and experience in their respective fields. They demonstrate highest level of integrity while maintaining confidentiality and identifying, disclosing and managing conflict of interest.

II. NON- INDEPENDENT DIRECTORS:

(a) CHANGES IN NON-INDEPENDENT DIRECTORS

There has not been any appointment/ retirement/ resignation of Non-independent Directors during the Financial Year ended 31^st March, 2023.

(b) RETIREMENT BY ROTATION

In accordance with Section 152(6)(c) of the Companies Act, 2013, Sri Rajesh Kumar Agarwal (DIN: 00223718) and Sri Prem Kumar Bhajanka (DIN: 00591512), being longest in office, will retire by rotation at the ensuing Annual General Meeting of the Company and being eligible, have offered their candidature for re-appointment as Directors. In view of their considerable experience and contribution to the Company, the Board recommends their re-appointment. Their detailed profiles and particulars of experience, skill and attributes that qualify them for Board Membership together with other details as required under the Companies Act, 2013, Secretarial Standards and Listing Regulations, forms a part of the explanatory statement attached to the Notice of ensuing Annual General Meeting of the Company.

III. KEY MANAGERIAL PERSONNEL

Pursuant to the recommendation of the Nomination and Remuneration Committee, the Board of Directors at its meeting held on 7^th February, 2023, subject to approval of

the shareholders, re-appointed Sri Prem Kumar Bhajanka and Sri Vishnu Khemani as Managing Directors of the Company for a further period of five years each with effect from 1^st August, 2023. The Board of Directors of your Company accordingly recommends the same for approval of the shareholders.

Apart from the above, there has not been any change in Key Managerial Personnel during the Financial Year ended 31^st March, 2023.

IV. INTER-SE RELATIONSHIPS BETWEEN THE DIRECTORS

None of the Directors of the Company are related inter-se, except for Sri Keshav Bhajanka who is the son of Sri Sajjan Bhajanka, Chairman and Managing Director and Ms. Nikita Bansal, who is the daughter of Sri Sanjay Agarwal, CEO & Managing Director.

MEETINGS

MEETINGS OF BOARD OF DIRECTORS

During the year, the Board met four times, i.e., on 16^th May,

2022, 20^th July, 2022, 10^th November, 2022 and 7^th February,

2023. The details of these Meetings are given in the Corporate Governance Report forming part of the Annual Report.

MEETINGS OF INDEPENDENT DIRECTORS

During the year under review, the Independent Directors met once on 7^th February, 2023 without the presence of NonIndependent Directors and members of the Management inter alia to:

â¢ Review the performance of Non-Independent Directors, the Board as a whole and that of its Committees;

â¢ Review the performance of the Chairman of the Company, taking into account the views of Executive Directors and Non-Executive Directors; and

â¢ Assess the quality, content and timeliness of flow of information between the Company''s management and the Board which is necessary for the Board to effectively and reasonably perform its duties.

MANAGERIAL REMUNERATION

PARTICULARS OF MANAGERIAL REMUNERATION

Disclosure pertaining to remuneration and other details as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed to this Report as Annexure â4''. Your Directors state that none of the Executive Directors of the Company received any remuneration or commission from any of its Subsidiaries.

PARTICULARS OF EMPLOYEES

Statement containing particulars of Top 10 employees in terms of remuneration drawn and the particulars of employees as

required under Section 197 (12) of the Companies Act, 2013 read with Rule 5(2) and (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is provided in Annexure â4'' forming part of this report.

There was no employee receiving remuneration during the year in excess of that drawn by the Managing Director or Wholetime Director and holding by himself or along with his spouse and dependent children, not less than two percent of the equity shares of the Company.

CORPORATE GOVERNANCE MEASURES DIRECTORSâ RESPONSIBILITY STATEMENT

Pursuant to Section 134(3)(c) and 134(5) of the Companies Act, 2013, the Board of Directors, to the best of their knowledge and belief, states that it had:-

(i) followed the applicable accounting standards in the preparation of the Annual Accounts for the year ended 31^stMarch, 2023 along with proper explanations relating to material departures, if any;

(ii) 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 as at the end of the Financial Year 31^st March, 2023 and of the profit of the Company for that period;

(iii) taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) prepared the Annual Accounts of your Company for the Financial Year ended 31^st March, 2023 on a âgoing concern'' basis;

(v) laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

(vi) devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and were operating effectively.

MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion and Analysis report, capturing your Company''s performance, industry trends and other material changes with respect to your Company and its subsidiaries is presented in a separate section forming part of the Annual Report. The Report provides a consolidated perspective of economic, social and environmental aspects material to our strategy and our ability to create and sustain value for our stakeholders and includes aspects of reporting as required by Regulation 34(2)(e) read with Schedule V of the Listing Regulations.

CORPORATE GOVERNANCE

Centuryply believes in promoting the principles of sound Corporate Governance and its endeavor is to uphold ethical

business practices to ensure transparency, integrity and accountability in its functioning which are vital to achieve its vision of âSarvada Sarvottam, - The Best Always.â We consider it our inherent responsibility to ensure transparency in our operations and disclose timely and accurate disclosures to stock exchanges for enhancing and retaining investors trust. Governance is integral to your Company''s existence and its business structures, values, cultures, policies and procedures are designed to ensure that the Company is managed in a manner that meets stakeholder''s aspirations and societal expectations.

The Company believes in achieving business excellence and optimizing long-term value for its shareholders on a sustained basis through ethical business conduct. Your Company is committed to adopt best Corporate Governance practices to boost long-term shareholder value without compromising the rights of the minority shareholders.

Your Company complies with the applicable provisions of the Companies Act, 2013 and applicable Secretarial Standards issued by the Institute of Company Secretaries of India. Apart from complying with the mandatory requirements, your Company also complies with certain discretionary requirements of Corporate Governance as specified in Part E of Schedule II of the Listing Regulations.

In compliance with the provisions of Regulation 34 of the Listing Regulations read with Schedule V of Listing Regulations, a Report on Corporate Governance for the Financial Year ended 31^st March, 2023 along with a Certificate issued by M/s. MKB & Associates, Company Secretaries in Practice, confirming compliance with the requirements of Corporate Governance, forms a part of the Annual Report.

CEO & CFO CERTIFICATION

In terms of Regulation 17(8) read with Schedule II Part B of the Listing Regulations, a certificate from the Chief Executive Officer and Chief Financial Officer of the Company addressed to the Board of Directors, inter alia, confirming the correctness of the financial statements and cash flow statements for the Financial Year ended 31^st March, 2023, adequacy of the internal control measures and reporting of matters to the Audit Committee, is provided elsewhere in this Annual Report.

RISK MANAGEMENT

Risks are unavoidable component of business. Thus, your Company focuses on timely management of the key risks of your Company to prevent unfavourable circumstances. Your Company has in place a robust and efficient mechanism for the identification, assessment, quantification, control, mitigation and monitoring of the risks. Our risk management framework ensures identification of emerging risks 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. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis. Your Company is conscious of how better risk management techniques may provide early signals of probable threats to the Company so that they may be addressed in time. Risk management process has been established across

your Company and is designed to identify, assess and frame a response to threats that may affect achievement of its objectives. It is designed to manage rather than eliminate the risk of failure to achieve business objectives and provides reasonable and not absolute assurance against material misstatement or loss. Risk management is at the core of the operating structure of the Company. Our risk management approach includes minimising undue concentrations of exposure, limiting potential losses from stress events and ensuring the continued adequacy of all our financial resources.

The Board shoulders the ultimate responsibility for the management of risks and for ensuring the effectiveness of internal control systems. The Risk Management Committee aids the Board by assessing and providing oversight to management relating to identification and evaluation of the identified risks, including Sustainability, Information Security, etc. The Committee is responsible for monitoring and reviewing the risk management plan and ensuring its effectiveness. The Audit Committee has additional oversight in the area of financial risks and controls.

The Company endeavours to continually sharpen its Risk Management systems and processes in line with a rapidly changing business environment. The Company, through its risk management process, aims to contain the risks within its risk appetite. There are no risks which in the opinion of the Board threaten the existence of the Company.

INTERNAL CONTROLS/ INTERNAL FINANCIAL CONTROLS AND THEIR ADEQUACY

The Company''s internal controls are commensurate with the nature of its business, the size and complexity of its operations. These have been designed to provide reasonable assurance with regard to recording and providing reliable financial and operational information, complying with applicable statutes, safeguarding assets from unauthorized use, executing transactions with proper authorization and ensuring compliance with corporate policies. Such controls have been tested during the year and no reportable material weakness or significant deficiencies in the design or operation of internal financial controls was observed. The Audit Committee regularly reviews the budgetary control system of the Company as well as system for cost control, financial controls, accounting controls, physical verification controls, etc. to assess the adequacy and effectiveness of the internal control systems. Regular review of the established internal controls system of the Company were undertaken and deficiencies in the design or operation of such control, if any, was discussed with the Auditors and the Audit Committee and suitable actions to rectify those deficiencies were recommended for implementation. Based on its evaluation (as defined in section 177 of Companies Act 2013 and Clause 18 read with Part C of Schedule II of the Listing Regulations), the Audit Committee has concluded that, as of 31^st March, 2023, the Company''s internal financial controls were adequate and operating effectively.

Your Company understands a strong internal controls framework is imperative to carry on business in an orderly and efficient manner. In this context, your Company has adequate

Internal Financial Controls System over financial reporting which ensures that all transactions are authorized, recorded, and reported correctly in a timely manner. The Company''s Internal Financial Control over financial reporting is designed to provide reliable financial information and to comply with applicable accounting standards. The Company uses a state-of-the-art enterprise resource planning (ERP) system that connects all parts of the organization, to record data for accounting, consolidation and management information purposes.

The Company has laid down Standard Operating Procedures and policies to guide the operations of the business. Functional heads are responsible to ensure compliance with all laws and regulations and also with the policies and procedures laid down by the Management. Robust and continuous internal monitoring mechanisms and review processes ensure that such systems are reinforced on an ongoing basis and updated with new / revised standard operating procedures in order to align the same with the changing business environment. 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 statutory auditors and the Audit Committee.

Your Board reviews the internal processes, systems and the internal financial controls and accordingly, the Directors'' Responsibility Statement contains a confirmation as regards adequacy of the internal financial controls. The statutory Auditors of the Company, The Internal Financial Control of the company is analyzed and audited for the compliances and accordingly the report under Section 143 of the Companies Act, 2013 is prepared and the report on internal control over financial reporting as issued by M/s. Singhi & Co., Statutory Auditors is annexed to the Independent Auditor''s Report. As per the Report, the Company has, in all material respects, an internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at 31^st March, 2023 based on internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting issued by the Institute of Chartered Accountants of India. We believe that these systems provide reasonable assurance that our internal financial controls are designed effectively and are operating as intended.

PERFORMANCE EVALUATION

The Independent Directors at their separate Meeting held on 7^th February, 2023, collectively reviewed the performance of the non-independent Directors, the Board as a whole and that of its Committees. The performance of the Chairman of the Company was also reviewed after taking into account the views of executive directors and non-executive directors. The Independent Directors also assessed the quality, quantity and timeliness of flow of information between the Company''s management and the Board. The Nomination and Remuneration Committee, at its Meeting held on 7^th February, 2023, carried out evaluation of performance of all Independent

Directors. The Independent Directors were highly satisfied with the overall functioning of the Board, its various committees and with the performance of other Non-Executive and Executive Directors. They also appreciated the exemplary leadership role of the Board Chairman in upholding and following the highest values and standards of corporate governance.

The Board, at its meeting held on 7^th February, 2023, discussed and took on record the performance evaluation carried out by the Independent Directors and by the Nomination and Remuneration Committee.Thereafter, the Board carried out an evaluation of its own performance and that of its Committees. Performance evaluation of all Directors was also carried out by the entire Board without the presence and participation of the Director being evaluated. Parameters and process applied for carrying out the evaluation has been discussed in detail in the Corporate Governance Report.

As on outcome of the evaluation exercise, the performance of the Board, its Committees and Individual Directors, including that of Chairman and Independent Directors, was found to be satisfactory. It was noted that the Board as a whole has a composition that represents appropriate balance of experience, skills, expertise, etc. and that the Board is provided with adequate competitive and industry information to keep the members upto date with industry landscape. The Board members functioned constructively individually as well as a team. The Board is well-supported by the activities of each of the Board Committees which ensure the right level of attention and consideration are given to specific matters. It was noted that the Committees of the Board are functioning smoothly in accordance with its respective charter which clearly defines their purpose, roles, and responsibilities. Each Director on the Board is bringing to the table deep functional experience, well proven strategic and critical thinking skills and sound financial acumen, thereby aggregating a competent Board of Directors. The board meetings were well run and the members of the Board acted with sufficient diligence and care. The Chairman had been instrumental in fostering and promoting the integrity of the Board while nurturing a culture where the Board works harmoniously for the long-term benefit of the Company and all its stakeholders. Under the abled guidance of the Chairman, the Company performs satisfactorily even in the adverse market conditions. He demonstrated efficient leadership abilities by providing his continuous guidance to the Board with the objective of creating long term value for the Company''s stakeholders. The Chairman follows utmost professionalism and objectivity in decision making.

Information is provided to the Board and Committee Members on a continuous basis for their review, inputs and approval from time to time. The Independent Directors reviewed the quality, content and timeliness of the flow of information between the Management and the Board and its Committees and unanimously opined that the same is proper, adequate and timely. The Directors freely interact with the Management on information that may be required by them.

openness of the Management in sharing strategic information to enable Board Members to discharge their responsibilities.

COMMITTEES OF BOARD OF DIRECTORS

The Committees of the Board are pillars of Corporate Governance and they function as extended arms of the Board. The Board has seven Committees out of which five have been mandatorily constituted in compliance with the requirements of Companies Act, 2013 and Listing Regulations and two nonmandatory Committees have been constituted to enhance the objectivity and independence of the Board''s judgment and to increase the efficacy of governance. The Board has adopted charters setting forth the roles and responsibilities of each of the Committees. The Company Secretary officiates as the Secretary of these Committees. The Board has constituted following Committees to deal with matters and to monitor activities falling within their respective terms of reference:-

Mandatory Committees

â¢ Audit Committee

â¢ Nomination and Remuneration Committee

â¢ Stakeholders Relationship Committee

â¢ Risk Management Committee

â¢ Corporate Social Responsibility Committee

Non-mandatory Committees

â¢ Share Transfer Committee

â¢ Finance Committee

Details of composition of the above Committees, their terms of reference, number of meetings held during the year, attendance therein and other related aspects are provided in the Corporate Governance Report forming part of the Annual Report. There has been no instance where the Board has not accepted the recommendations of its Committees.

POLICIES AND CODES REMUNERATION POLICY

The Board of Directors has framed a Remuneration Policy which lays down a framework in relation to appointment and remuneration of Directors, Key Managerial Personnel, Senior Management on the basis of their qualifications, positive attributes and independence of a Director and other matters as required under Section 178(3) of the Companies Act, 2013. .The aforesaid Policy is given in Annexure â5'', which forms part of this annual Report, and has also been posted on the website of the Company at https://www.centuryply.com/codes-policies/ Remuneration-policy.pdf

Your Company''s Remuneration Policy is designed to create a high performance culture. It enables the Company to attract, retain and motivate employees to achieve results. Your Company''s Remuneration Policy is directed towards providing a well-balanced and performance-related compensation package, taking into account shareholder interests, industry standards and relevant Indian corporate regulations. Further, it aims to attract, retain and motivate highly qualified members for the Board and other executive level and ensure their long term sustainability. The Policy is designed to ensure that:

a) the Company is able to attract, retain and motivate highly qualified members for the Board and other executive level and ensure their long term sustainability.

b) the Company is able to provide a well-balanced and competitive compensation package to its Executives, taking into account their roles and position, shareholder interests, industry standards and relevant regulations.

c) remuneration of the Directors and other Executives are aligned with the business strategy and risk tolerance, objectives, vision, values and long-term interests of the Company.

Selection and procedure for nomination and appointment of Directors

The Nomination and Remuneration Committee (âNRC'') is responsible for developing competency requirements for the Board based on the industry and strategy of the Company. The Board composition analysis reflects in-depth understanding of the Company, including its strategies, environment, operations, financial condition and compliance requirements.

The NRC conducts a gap analysis to refresh the Board on a periodic basis, including each time a Director''s appointment or re- appointment is required. The NRC reviews and vets the profiles of potential candidates vis-a-vis the required competencies, undertakes due diligence, prior to making recommendations of their nomination to the Board.

Criteria for determining qualifications, positive attributes and independence of a Director

In terms of the provisions of Section 178(3) of the Companies Act, 2013 and Regulation 19 read with Schedule II of the Listing Regulations, the NRC has formulated the criteria for determining qualifications, positive attributes and independence of Directors, the key features of which are as follows:

â¢ Qualifications - The Board nomination process encourages diversity of thought, experience, knowledge, age and gender. It also ensures that the Board has an appropriate blend of functional and industry expertise.

â¢ Positive Attributes - Apart from the duties of Directors as prescribed in the Companies Act, 2013, the Directors are expected to demonstrate high standards of ethical behaviour, communication skills and independent judgment. The Directors are also expected to abide by the respective Code of Conduct as applicable to them.

â¢ Independence - A Director will be considered independent if he / she meets the criteria laid down in Section 149(6) of the Companies Act, 2013, the Rules framed thereunder and Regulation 16(1)(b) of the Listing Regulations.

BOARD DIVERSITY POLICY

has over the years been fortunate to have eminent persons from diverse fields as Directors on its Board. The Company believes that a truly diverse Board leverages differences in thought, perspective, knowledge, skill, regional and industry experience, cultural and geographical background, age, ethnicity and gender that will help the Company retain its competitive advantage.

The Company''s Policy on Board Diversity, formulated and adopted in terms of Regulation 19 read with Part D of Schedule II of Listing Regulations sets out its approach to diversity. This policy aims to address the importance of a diverse Board in harnessing the unique and individual skills and experiences of the members in a way that collectively benefits the organisation and business as a whole. The said Policy makes the Nomination and Remuneration Committee of the Company responsible for monitoring and assessing the composition and performance of the Board, as well as identifying appropriately qualified persons to occupy Board positions.

The Board Diversity Policy of the Company is available on our website at https://www.centuryply.com/codes-policies/Board-Diversity-Policy.pdf.

Moving beyond the Board, the Company also believes and puts into practice the fact that diversity and inclusion at workplace helps nurture innovation, by leveraging the variety of opinions and perspectives coming from employees with diverse age, gender and ethnicity.

WHISTLE BLOWER POLICY/ VIGIL MECHANISM

Over the years, the Company has built a reputation for doing business with honesty and integrity, and it has zero tolerance for any type of unethical behaviour or wrongdoing. The Organization has in place a stringent vigil system to deal with ethical transgressions in the organization. In terms of the requirements under Section 177 (9) and (10) of the Companies Act, 2013 read with the relevant Rules, Regulation 22 of the SEBI Listing Regulations and SEBI (Prohibition of Insider Trading) Regulations, 2015, as amended, the Company has framed vigil mechanism/ whistle blower policy for Directors and Employees to report their genuine concerns or grievances, about unethical behaviour, actual or suspected fraud or violation of the Company''s code of conduct or ethics policy. The Policy is designed to ensure that whistle blowers may report genuine concerns without fear of retaliation. It lays emphasis on the integrity at workplace and in business practices, honest and ethical personal conduct, diversity, fairness and respect. The vigil mechanism works with the objective to promote probity and integrity in governance. During the year under review, there was no change in the Company''s Whistle Blower Policy.

adopted by the Company. The Policy also provides complete confidentiality of the matter so that no unfair treatment is meted out to the Whistle Blower for reporting any concern. The Policy provides that the Vigilance and Ethics Officer of the Company investigates such incidents, when reported, in an impartial manner and takes appropriate action to ensure that requisite standards of professional and ethical conduct are always upheld.

The Audit Committee oversees the implementation of the Whistle Blower Policy which provides for direct access to the Chairman/ CEO/ Chairman of the Audit Committee in exceptional cases. The said policy is available on the Company''s website at: https://www.centuryply.com/codes-policies/Vigil-Mechanism-Policy-CPIL.pdf.

During the Financial Year ended 31^st March, 2023, no case was reported under this policy. Further, no employee or Director was denied access to the Audit Committee or its Chairman.

RISK MANAGEMENT POLICY

The Company follows a consistent and comprehensive risk management strategy at all levels. Company''s Risk Management procedure covers all aspects which may affect its working like, changes in business environment, Government policies, competency requirements, manpower planning, safety of manpower, buildings and other assets, currency risk management, data security, cyber security etc. Your Company''s policy on Risk Management is designed to minimise the adverse consequence of risks on business objectives of the Company. The Risk Management Policy articulates the Company''s approach to address uncertainties in its endeavours to achieve its stated and implicit objectives. Risk Management is an attempt to identify and then manage threats that could severely impact or bring down the organisation.

We have a structured risk management process, which is overseen by the Risk Management Committee. The Company''s Risk Management Committee is entrusted with the responsibility to frame, implement and monitor the risk management plan for the Company. The Committee also monitors and reviews the risk management plan and ensures its effectiveness. The Board is kept informed about the risk assessment and minimization procedures. The risk management framework is reviewed periodically by the Board and the Audit Committee. The Audit Committee has additional oversight in the area of financial risks and controls. The major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis.

The development and implementation of Risk Management Policy has been covered in the Management Discussion and Analysis, which forms part of this report.

POLICY ON PREVENTION OF SEXUAL HARASSMENT

Your Company is an equal opportunity employer and has a gender neutral approach in its hiring process and task assignments to its workforce. The Company is committed to create a positive atmosphere at the workplace where a woman is encouraged to come to work, secure in the knowledge that

she will be treated with dignity, respect and will be protected from harassment. We have adopted a Policy on Prevention of Sexual Harassment in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules made thereunder to counter any potential harassment or discrimination against women, resulting in their economic empowerment and inclusive growth. All employees (permanent, contractual, temporary, trainees) are covered under the said Policy.

The Policy serves as a guide for employees to report sexual harassment cases at workplace and our process ensures complete anonymity and confidentiality of information. The said Policy is available on your Company''s website, www. centuryply.com. The Company continuously invests in enhancing the awareness on the Policy across its workforce. Further, the Company has complied with the provisions relating to constitution of Internal Complaints Committee under Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 to redress complaints received on sexual harassment. The ICC comprises of internal members and an external member who has extensive experience in this field. Adequate workshops and awareness programme against sexual harassment are conducted across the organization. Aggrieved women may report complaints to the ICC formed for this purpose or to any member thereof or to the location head, who is also a member of the ICC.

During the year, no complaint regarding sexual harassment was received.

DIVIDEND DISTRIBUTION POLICY

Your Company is deeply committed to driving superior value creation for all its stakeholders. It continuously focuses on sustainable returns, through an appropriate capital strategy for both medium term and longer term value creation.

Pursuant to Regulation 43A of Listing Regulations, the Board of Directors of the Company have formulated and adopted a progressive and dynamic Dividend Distribution Policy, keeping in view the immediate as well as long term needs of the business. The same has been appended as Annexure â6'' to this Report and is also available on the Company''s website at: https://www.centuryply.com/codes-policies/CPIL-Dividend-Distribution-Policy.pdf.

The intent of the Policy is to broadly specify the parameters (internal, external, financial, etc.) which the Company would take into consideration for the purpose of ascertaining the amount of dividend to be declared. Our dividend distribution policy is aimed at sharing prosperity with shareholders subject to maintaining an adequate chest for liquidity and growth. The Policy sets out the circumstances and different factors for consideration by the Board at the time of taking a decision on distribution or retention of profits, in the interest of providing transparency to the Shareholders. The Policy, inter alia, specifies the external and internal factors including financial parameters that need to be considered while declaring dividend and the circumstances under which the shareholders of the Company may or may not expect dividend.

POLICY FOR DETERMINING MATERIALITY OF EVENTS/ INFORMATION

The Company''s Policy for determination of materiality of events/ information has been designed to promote transparency and ensures that the stakeholders are informed regarding the major and material events of the Company. The objective of this policy is to put in place a framework for disclosure of events and information to the stock exchanges, in line with the requirements prescribed under Regulation 30 of the Listing Regulations and to ensure that such information is disclosed to the Stock Exchanges in a timely and transparent manner. The Policy is available on the Company''s website at https://www.centuryply.com/codes-policies/CPILs-Policy-for-Determination-of-Materiality.pdf.

OTHER POLICIES

Policy on âMaterial Subsidiaries'', Policy on Corporate Social Responsibility and Business Responsibility Policy has been discussed elsewhere in this Report. Policy on Materiality of and dealing with Related Party Transactions, Policy for Preservation of Documents, Archival Policy and Anti-Bribery and AntiCorruption Policy are some of the other policies formulated and adopted by the Board pursuant to the requirement of Listing Regulations. These policies may be accessed on the Company''s website, www.centuryply.com.

CODE OF CONDUCT

Your Company has a documented Code of Conduct for members of its Board and for Senior Management Personnel. It is in alignment with Regulation 17(5) of the Listing Regulations and details thereof have also been included in the Corporate Governance Report forming part of this Annual Report. The Code entails our values of maintaining integrity at workplace and in business practices, honest and ethical personal conduct, diversity, fairness and respect and avoidance of practices like bribery and corruption. The Code intends to follow an ethical and transparent process in managing the affairs of the Company and thereby reinforces the trust and confidence reposed in the Management of the Company by all its stakeholders.

In line with the amendments in the SEBI (Listing Obligations and Disclosure Requirements) (Amendment) Regulations, 2023, whereby, inter alia, the definition of âSenior Management'' has been amended, your Company''s Policy on Code of Conduct for Directors and Senior Management was amended by the Board of Directors at its meeting held on 7^th February, 2023 and same became effective from that date. This policy is available on the Company''s website at: https://www.centuryply.com/ codes-policies/Code-of-Conduct-for-Directors-and-Senior-Management-Executives.pdf

All members of the Board and Senior Management Personnel have affirmed compliance with the âCode of Conduct for Directors and Senior Management Personnel'' for the financial year 2022-23. A declaration to this effect signed by the CEO & Managing Director is annexed in the Corporate Governance Report.

The Senior Management of the Company have made disclosures to the Board confirming that there are no material

financial and/or commercial transactions between them and the Company that could have potential conflict of interest with the Company at large.

CODE OF CONDUCT TO REGULATE, MONITOR AND REPORT TRADING BY DESIGNATED PERSONS AND CODE OF PRACTICES AND PROCEDURES FOR FAIR DISCLOSURE

OF UNPUBLISHED PRICE SENSITIVE

INFORMATION

Pursuant to Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015, your Company has laid down a comprehensive âCode of Conduct to regulate, monitor and report trading by Designated Persons'' to preserve the confidentiality and to prevent misuse of un-published price sensitive information. All the Promoters, Directors and such other persons defined as designated persons and their immediate relatives have a duty to adhere the aforesaid Regulations and the Code.

The key objective of the Code is to protect the interest of shareholders at large, prevent misuse of any unpublished price sensitive information and promote transparency and fairness in dealings in the securities of the Company. The Code lays down guidelines, which advise on procedures to be followed and disclosures to be made, while dealing in shares of the Company and cautions on the consequences of non-compliances. The Code prohibits and deters the Promoters, Directors of the Company and other specified employees and their relatives from dealing in the securities of the Company on the basis of any unpublished price sensitive information available to them by virtue of their position in the Company. The Code is available on the website of the Company, www.centuryply.com. The Company Secretary of the Company acts as the Compliance Officer for the purpose of the aforesaid Code to inter-alia monitor adherence to the SEBI (Prohibition of Insider Trading) Regulations, 2015.

Your Company has adopted a Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information. This Code lays down principles and practices to be followed by the Company with respect to adequate and timely disclosure of unpublished price sensitive information.

The Designated Persons of the Company have provided annual disclosure of their shareholding and other information in the format prescribed in the Code.

CORPORATE SOCIAL RESPONSIBILITY

As a large-scale industrial player, Centuryply has considerable responsibility to give back to the communities. Towards achieving our commitment in bringing about a lasting and holistic impact on enhancement of social values, we have been undertaking Corporate Social Responsibility (CSR) initiatives well before it became a legal mandate. We treat CSR not as an obligation but as the very core of why business exists - to eventually share the wealth for prosperity of our communities. The CSR activities of the Company encapsulate a large gamut of social activities including promoting education, including special education & livelihood projects, creating employability,

enabling access to quality primary health care services, disaster relief measures and environmental protection, with emphasis on local areas around our business operations. The Company''s CSR is an extension of its commitment to respond ethically and contribute to economic development while improving life quality of the workforce, local communities and society at large.

Pursuant to Section 135 of the Companies Act, 2013 read with Schedule VII thereof and Rules made thereunder, the Company has undertaken CSR activities, projects and programs primarily in the field of Education and Skill Development, Health and Wellness, Environmental Sustainability, participating in relief operations during natural disasters, while also pursuing CSR activities for the benefit of the local community in the States in which it operates. During the year, the total CSR expenditure incurred by your Company was H747.26 lac which was higher by H54.77 lac than that statutorily required to be spent. The Company also has an amount of H71.03 lac and H7.61 lac resulting out of excess spending in FY 2020-21 and FY 202122 respectively, available for set off in succeeding financial years. In terms of Rule 4(5) of the Companies (Corporate Social Responsibility Policy) Rules, 2014, Sri Arun Kumar Julasaria, Chief Financial Officer of the Company certified that the Corporate Social Responsibility expenditure made during the year 2022-23 has been utilised for the purpose and in the manner as approved by the Board.

Composition of CSR Committee of your Company, attendance at the said Meeting, terms of reference of the CSR Committee and other relevant details has been provided in the Corporate Governance Report forming part of the Annual Report. The CSR Committee has confirmed that the implementation and monitoring of CSR Policy is in conformity with CSR objectives and policy of the Company and in compliance with Section 135 of the Companies Act, 2013.

Your Company''s Policy on CSR was amended on 10^th November, 2022 and the same can be accessed on the Company''s website at https://www.centuryply.com/codes-policies/Policy-on-Corporate-Social-Responsibility.pdf. The Company also amended its Annual Action Plan for CSR Activities for the FY 2022-23. The Company''s CSR Policy statement and annual report on the CSR activities undertaken during the financial year ended 31^st March, 2023, in accordance with Section 135 of the Act and Rule 8 of the Companies (Corporate Social Responsibility Policy) Rules, 2014 is set out in Annexure â7'' to this Report.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

Being a public listed Company, your Company understands that its accountability is not merely to their shareholders from a revenue and profitability perspective but also to the larger society which is also its stakeholder. At Centuryply, we are committed to enhance value for our stakeholders together with economic and social well-being of the society and minimising the direct and indirect adverse impact of our operations on the environment. The Business Responsibility and Sustainability Report is one of the avenues to communicate the Company''s obligations and performance to all its Stakeholders. To adapt ourselves to changing business dynamics, we have developed

an organised ecosystem to address new challenges and seize new opportunities while supporting a more sustainable world. Sustainable development is integral to our business strategy. Centuryply takes pride in its commitments towards protecting the environment, delivering on its social responsibilities and good governance. The Company has always believed in the power of partnerships to unlock long-term value for its stakeholders, in a responsible manner. Your Company, as a responsible corporate citizen, recognizes that ethical conduct in all its functions and processes is the cornerstone of a responsible business. Your Company, through its various sustainability initiatives, focusses on creation of a future ready organisation, which can pre-empt imminent challenges and address the needs of all stakeholders. The Business Responsibility Policy adopted by your Company focuses on developing and integrating a detailed sustainability vision into its long-term strategic plan in a way that creates lasting value for its stakeholders whilst also building public trust. This is premised on striking a proper balance between economic, social and environmental performance in dealings with various stakeholders, thereby ensuring sustainable development for the Company.

In accordance with Listing Regulations, the Company''s Business Responsibility and Sustainability Report describing the initiatives taken by the Company from an environmental, social and governance perspective is appended as Annexure â8'' to this Annual Report. The Report is aligned with National Voluntary Guidelines on Social, Environmental and Economic Responsibilities of Business released by Ministry of Corporate Affairs and is in accordance with Regulation 34(2)(f) of the Listing Regulations. The Report describes the initiatives taken by the Company from an environmental, social and governance perspective to enable Members to take well-informed decisions and to have a better understanding of the Company''s long term perspective.

MISCELLANEOUS ANNUAL RETURN

The Annual Return as required under Section 134(3)(a) and Section 92(3) of the Companies Act, 2013, read with Rule 12 of the Companies (Management and Administration) Rules, 2014 is available on the Company''s website at https://www. centuryply.com/investor-information/cpil-annual-return/MGT-7.pdf.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY REGULATORS / COURTS / TRIBUNALS

There were no significant and material orders passed by the Regulators or Courts or Tribunals during the year impacting the going concern status and the operations of the Company in future.

COMPLIANCE WITH SECRETARIAL STANDARDS AND INDIAN ACCOUNTING STANDARDS

Your Directors state that during the Financial Year 2022-23,

the Company has complied with the applicable Secretarial Standards, i.e. SS-1 and SS-2 relating to âMeetings of the Board of Directorsâ and âGeneral Meetingsâ respectively. In the preparation of the Financial Statements, the Company has also applied the Indian Accounting Standards (Ind AS) specified under Section 133 of the Companies Act, 2013 read with Companies (Indian Accounting Standards) Rules, 2015.

CREDIT RATING

The Company has obtained credit rating for its Borrowing Programme viz. Long-term/Short-term, Fund based/Non-fund based Facility limits from ICRA Limited. The details of Credit Ratings are disclosed in the Corporate Governance Report, which forms part of the Annual Report.

GREEN INITIATIVES IN CORPORATE GOVERNANCE

Your Company supports and welcomes the âGreen Initiative'' undertaken by the Ministry of Corporate Affairs, Government of India, permitting electronic dissemination of notices, Annual Report and other communications through email to Members whose email IDs are registered with the Company/ Depository Participant(s).Your Company sends notices, Annual Report and other communications through email to Members whose email IDs are registered with the Company/ Depository Participant(s).

In line with the Circulars issued by MCA and SEBI, the Company had circulated Notices and Annual Report of the Company for the financial year ended 31^st March, 2022 only through email to all those Shareholders who have registered their email address for the said purpose. With reference to relaxation provided by MCA and SEBI, Companies have been dispensed with the printing and dispatch of Annual Reports to Shareholders. Hence, the Annual Report of the Company for the Financial Year ended 31^st March, 2023 would also be sent only through e-mail to the Shareholders. Members can access all the documents relating to Annual General Meeting from the Company''s website at centuryply.com/investors-new/investor-information.

We would greatly appreciate and encourage Members who have not yet registered their e-mail address to register their e-mail address with their Depository Participant in case the shares are held by them in electronic form and with RTA in case the shares are held by them in physical form for receiving all communication including Annual Report, Notices, Circulars etc. from the Company electronically. Members requiring physical copies can send a request to the Company.

HUMAN RESOURCE DEVELOPMENT & INDUSTRIAL RELATIONS

Your Company values its employees and believes that the Company''s success is a result of the collective efforts of all of its employees. In today''s intensely dynamic markets, your Company follows a multipronged approach covering all the key facets of employee development to make them more productive, efficient and integral to the organisation. Your Company endeavours to create a work environment which is collaborative and learning and growth oriented to enable employees to perform at their full potential. Your Company''s unique culture

and robust People Practices & Policies, inspire and ensure that every employee aspires to grow in the organization. On-boarding the right people with the right skills, plays a vital role in shaping the culture of the organization. On the industrial front, the Company maintained positive Industrial Relations with its workforce throughout the year. Notwithstanding the challenges posed by the ongoing pandemic, the enthusiasm and unstinting efforts of the employees have enabled your Company to remain at the forefront of the Industry and to achieve ever high targets.

The Company''s cloud-based HR portal Adrenalin'' facilitates end-to-end HR functioning including payroll and appraisals and is integrated with the Company''s present ERP system. The Company''s intranet portal âcenturion'' continues to serve as an interactive platform, bringing employees together and closer to the management besides keeping them informed of the happenings in the Company. Besides this, the âCenturion Helpdesk'', a Whatsapp group, also facilitates time bound resolution of employee grievances.

The Company has a robust performance evaluation process through which individual goals are aligned to organizational goals so that the individuals and the organisation grow in tandem. In our quest to remain robust and competitive in people processes your Company in partnership with Mercer Mettl introduced Psychometric Assessments for lateral hirings at various levels.

The Company strongly believes that hiring the best available talent, who share the same values and work ethic develops a positive and productive work environment. We understand that employee well-being is essential to maintaining our leading business performance. We maintain a collaborative, inclusive, non-discriminative and safe work culture, and provide equal opportunities to all employees. We believe that such an enabling environment is essential for us to deliver value for our customers, shareholders and communities.

Long-service award are being organised to recognize the loyalty and commitment of employees. Performance recognition through initiatives like representation on the Company''s monthly merit board, âSarvada Sarvottam Ambassadors'' and âStar Centurion'' are also being carried out on a regular basis. All these initiatives coupled with quick grievance resolution mechanisms have enabled the Company to create a highly motivated pool of professionals and skilled workforce that share a passion and vision of the Company.

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

Information on conservation of energy, technology absorption and foreign exchange earnings and outgo as stipulated under Section 134 of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014, is set out in the Annexure â9'' to this report.

PROCEEDING UNDER INSOLVENCY AND BANKRUPTCY CODE, 2016

There are no proceedings, either filed by the Company or against the Company, pending under the Insolvency and Bankruptcy Code, 2016 as amended, before the National Company Law Tribunal or other Courts as on 31^st March, 2023.

ONE TIME SETTLEMENT OF LOANS TAKEN FROM BANKS/ FINANCIAL INSTITUTIONS

The Company serviced all the debts & financial commitments as and when they became due and no settlements were entered into with the bankers.

COST AUDIT

Maintenance of cost records and requirement of cost audit as prescribed under the provisions of Section 148(1) of the Companies Act, 2013 are not applicable for the business carried out by the Company.

INVESTOR EDUCATION AND PROTECTION FUND

As per the provisions of Sections 124 and 125 of the Companies Act, 2013 (âActâ) read with the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, read with the relevant circulars and amendments thereto, (âIEPF Rulesâ), any money transferred to the Unpaid Dividend Account of a Company which remains unpaid/ unclaimed for a period of seven years from the date of such transfer shall be transferred by the Company along with interest accrued (if any) thereon to âInvestor Education and Protection Fund'' (IEPF) constituted by the Central Government. Accordingly, the Company had transferred to IEPF H8,00,334/-in respect of Members whose dividend were unpaid/ unclaimed for the Financial Years 2014-15 (Final) and 2015-16 (Interim).

Members are requested to note that the unclaimed dividend amount for the Financial Year ended 31^st March, 2017 will be due for transfer to IEPF on 8^th September, 2024. In view of this, the Shareholders who have not claimed the dividend for this period and for subsequent periods, are requested to lodge their claim with the Company. The Company regularly sends reminder letters through electronic and/or physical means to all those shareholders whose dividend are lying unclaimed for any year/(s) during the last seven years requesting them to claim the same.

to avoid transfer of shares/dividend to the IEPF The Company had also given newspaper advertisements, before making such transfer. In accordance with the provisions of IEPF Rules, the Company has also placed on its website www.centuryply. com, information on dividends which remain unclaimed with the Company as on the date of closure of financial year. The information is also available on the website of the Ministry of Corporate Affairs.

Members are requested to note that, both the unclaimed or unpaid dividend and corresponding shares transferred to the IEPF including all benefits accruing on such shares, if any, can be claimed back from IEPF Authority by them by submitting an online application in web Form No. IEPF-5 available on the website www.iepf.gov.in and sending a physical copy of the same, duly signed to the Company, along with requisite documents enlisted in the said form. For detailed procedure, shareholders may refer Rule 7 of the IEPF Rules.

In accordance with the IEPF Rules, the Board of Directors have appointed Sri Sundeep Jhunjhunwala, Company Secretary of the Company, as the Nodal Officer for the purpose of coordination with the IEPF Authority.

ANNEXURESAnnexures forming part of this Boardâs Report

The Annexures referred to in this Report containing information required to be disclosed are annexed as under:

Annexure	Particulars
1	Statement containing salient features of the financial statements of subsidiaries/ associate companies/ joint ventures
2	Details of Loans, Guarantees and Investments
3	Secretarial Audit Report
4	Particulars of Employees and Managerial Remuneration
5	Remuneration Policy
6	Dividend Distribution Policy
7	Report on Corporate Social Responsibility
8	Business Responsibility and Sustainability Report
9	Particulars of conservation of energy, technology absorption and foreign exchange earnings and outgo

APPRECIATIONS AND ACKNOWLEDGEMENTS

Your Company has maintained healthy, cordial and harmonious industrial relations at all levels. The Directors express their gratitude for the commitment, solidarity, dedication and the tireless efforts put in by every member of the Centuryply family. To them goes the credit for the Company''s achievements and realization of new performance milestones.

Your Directors are particularly grateful to the Banks, Central and State Governments and their Departments, the Local Authorities, Securities and Exchange Board of India, BSE Ltd., National Stock Exchange of India Ltd. and other Regulatory bodies for their continued guidance and support. Your continued support and unstinted confidence encourage us towards fulfillment of our corporate vision.

Your Directors express their appreciation for the co-operation and support given to the Company by its vendors, dealers, business associates, consultants, bankers, financial institutions, auditors, solicitors and other stakeholders during the year. The trust and confidence reposed by the customers in the Company and its products is especially cherished. The Company looks upon them as partners in its progress and has shared with them the rewards of growth.

Your Directors place on record their sincere thanks to the valuable contribution made by all the front-line workers and Centuryply''s exceptionally talented employees who are instrumental in your Company scaling new heights, year after year. Your Directors appreciate the commendable efforts, teamwork and professionalism of the employees of the Company.

Finally, the Directors wish to place on record their special appreciation to the valued Shareholders of the Company who have reposed faith in us.

For and on behalf of the Board of Directors

Sajjan Bhajanka

(DIN: 00246043)

Kolkata, 4^th August, 2023 Chairman & Managing Director

Mar 31, 2022

Your Directors are pleased to present the Company''s Forty-first Annual Report along with the audited financial statements (standalone and consolidated) for the Financial Year ended 31^st March, 2022. The consolidated performance of the Company and its subsidiaries has been referred to wherever required.

FINANCIAL PERFORMANCE

FINANCIAL HIGHLIGHTS

The Company''s financial performance for the year ended 31^st March, 2022 is summarised below:

(H in Crore)
Particulars	STANDALONE		CONSOLIDATED
	2021-22	2020-21	2021-22	2020-21
Gross Income	3,023.64	2,124.18	3,050.10	2,147.68
Profit before Depreciation, Interest & Tax	557.33	334.25	553.92	341.02
Depreciation	67.53	62.63	74.28	68.65
Interest & Finance Charges	9.61	10.79	11.43	12.79
Profit before Tax	480.19	260.83	468.21	259.58
Tax Expenses	154.92	68.76	155.05	68.36
Profit after Tax	325.27	192.07	313.16	191.22
Attributable to:
Owners of the Company	325.27	192.07	313.06	191.47
Non-controlling interests	-	-	0.10	(0.25)
Other Comprehensive Income (net of taxes)	(3.07)	(0.56)	(0.80)	(5.87)
Total Comprehensive Income for the year	322.20	191.51	312.36	185.35
Attributable to:
Owners of the Company	322.20	191.51	312.18	185.46
Non-controlling interests	-	-	0.18	(0.11)
Opening balance in Retained Earnings	1,210.13	1,018.62	1,201.07	1,009.88
Adjustment with other equity	(3.07)	(0.56)	(2.92)	(0.28)
Adjustment on acquisition of subsidiary	-	-	(0.60)	-
Amount available for appropriation	1,532.33	1,210.13	1,510.61	1,201.07
Final Dividend- FY 2020-21	22.22	-	22.22	-
Closing Balance in Retained Earnings	1,510.11	1,210.13	1,488.39	1,201.07

FINANCIAL PERFORMANCE

Standalone

â¢ During the financial year 2021-22 revenue from operations on standalone basis increased to H 3,000.88 crore as against H 2,113.48 crore in the previous year - a growth of 42%.

â¢ Profit before Tax is H 480.19 crore as against H 260.83 crore in the previous year - a growth of 84%.

â¢ Profit after Tax is H 325.27 crore as against H 192.07 crore in the previous year - a growth of over 69%.

â¢ EBITDA Margin is 18.57% as against 15.82% in the previous year - a growth of 2.75%.

Consolidated

â¢ On a consolidated basis, the group achieved revenue from operations of H 3,027.02 crore as against H2,130.36 crore in the previous year - a growth of 42%.

â¢ Profit before Tax is H 468.21 crore as against H 259.58 crore in the previous year - a growth of over 80%.

â¢ Profit after Tax is H 313.16 crore as against H 191.22 crore in the previous year - a growth of almost 64%.

â¢ EBITDA Margin is 18.30% as against 16% in the previous year - a growth of 2.30%.

The operations and financial results of the Company are elaborated in the annexed Management Discussion and Analysis.

Performance amidst COVID-19 pandemic

Two years into the COVID-19 pandemic, the global economy continues to be plagued by uncertainty, with resurgent waves of mutant variants, supply-chain disruptions, and a return of inflation in both advanced and emerging economies. The black swan event, COVID-19, posed an immense challenge in front of the entire Humanity, a new virus emerged and ensured that all things which are otherwise considered normal, comes to a standstill. COVID -19 has affected all spheres of life in the country and the world at large.

Despite the pandemic continuously posing new and myriad challenges upon the world economies, the Indian economy has been staging a sustained recovery since the second half of 202021. Although the second wave of the pandemic in April-June 2021 was more severe from a health perspective, the economic impact was muted compared to the national lockdown of the previous year. Rising capital expenditure by the government on infrastructure and an uptick in the housing cycle have been responsible for reviving the construction sector. There has been a significant revival in the Indian residential real estate market in 2021 in terms of growth in sales, prices and new launches. This has allowed the demand for the Company''s products to revert to pre-COVID levels and even surpass the same. Despite all the disruptions caused by the global pandemic, the rapid ramp up of the vaccination drive was one of the integral pillars of the comprehensive strategy of Government of India for containment and management of the pandemic.

A safe and healthy work environment underpins our commitment to being a responsible corporate citizen. As the second wave of Covid-19 set in, efforts were made towards building a Covid free world by organising corporate vaccination drives for our employees and their families. The Company ensured that all employees receive both the doses. Your Company took adequate measures to ensure necessary safety and hygiene protocols like wearing of face masks, social distancing norms, workplace sanitation and employee awareness programme in compliance with the regulations of the local authorities.

While there were challenges every single day, your Company ensured that its products were able to reach its consumers in time. This was made possible by innovative strategies to ensure material availability and increased productivity at factories, uninterrupted supplies by distributors, digital sales initiatives and safety of workers and employees.

Your Company''s ability to face adverse situations and emerge as one of the leading wood panels products companies testifies to its high degree of resilience and resourcefulness and the success of its uninterrupted supply chain operations, cost efficiency, distribution expansion and investments in people

and technology. The learnings during the pandemic led to the development of new strategies and plans for the future. This is enabling your Company to address challenges with renewed focus on ensuring availability of our products without compromising on quality and the safety of employees and other stakeholders.

DIVIDEND

The Board of Directors at their meeting held on 16^th May, 2022, has recommended payment of H 1.50 (Rupee one and fifty paise) (150%) per equity share of the face value of H 1 (Rupee one) each as final dividend for the financial year ended 31^st March, 2022. With this, the Company continues to balance the dual objective of appropriately rewarding Members through dividends and retaining sufficient funds to support the long term growth of your Company. The payment of final dividend is subject to the approval of the shareholders at the ensuing Annual General Meeting (AGM) of the Company.

The dividend recommended is in accordance with the Dividend Distribution Policy of the Company. The Dividend Distribution Policy, in terms of Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (âListing Regulationsâ) is annexed to this Report as Annexure â6'' and is also available on the Company''s website at: https://www.centuryply.com/ codes-policies/CPIL-Dividend-Distribution-Policy.pdf.

TRANSFER TO RESERVES

The Reserves and Surplus of your Company has increased to H 1,542.62 crore in the year 2021-22 as compared to H 1,242.63 crore in the year 2020-21. Your Directors have proposed not to transfer any sum to the General Reserve during the Financial Year 2021-22.

SHARE CAPITAL

As on 31^st March, 2022, the Company''s paid-up Equity Share Capital was H 22,25,27,240/-comprising of 22,21,72,990 Equity Shares of Face Value of H 1/- each and H 3,54,250 received on account of 13,80,000 (post-split) forfeited shares. There has not been any change in the Equity Share Capital of the Company during the Financial Year ended 31^st March, 2022. During the Financial Year 2021-22, your Company has neither issued any shares or convertible securities nor has granted any stock options or sweat equity.

INDIAN ECONOMY AND STATE OF AFFAIRS

India''s economy is the fastest-growing economy of the emerging nations post-pandemic. The last two years have been difficult for the world economy on account of the COVID-19

pandemic. The post-Covid-19 pandemic recovery is being hit by a potentially huge global supply shock that is expected to reduce growth and push up inflation. Amidst these challenging times, the ongoing conflict between Russia and Ukraine, if sustained, is expected to negatively impact the world output growth and even as it would aggravate the already elevated consumer inflation rate. The war in Ukraine and economic sanctions on Russia have put global energy supplies at risk and sanctions seem unlikely to be rescinded any time soon. India''s GDP growth from the second half of 2020-21 till third quarter of 2021-22 has been positive for five consecutive quarters. This itself is a testimony of India''s resilient economy.

The International Monetary Fund (IMF) in its World economic outlook report, April, 2022, has estimated a significant slowdown in global growth owing to the spillover impact of war, tightening monetary condition in several countries, and frequent lockdowns in China affecting supply shortages. As per the IMF''s projections, India''s real GDP is projected to grow at 8.7% in 2021-22 and 2022-23 and at 7.1% in 2023-2024, which would make India the fastest growing major economy in the world for all 3 years. This implies that overall economic activity has recovered past the pre-pandemic levels.

Repeated waves of infection, supply-chain disruptions and more recently, inflation have created particularly challenging times for policy-making. Faced with these challenges, the Government of India immediately responded with a bouquet of safety-nets to cushion the impact on vulnerable sections of society and the business sector. The Government''s AtmaNirbhar Packages continued to accelerate the Country''s pace of structural reforms. The Government also pushed through a significant increase in capital expenditure on infrastructure to build back medium-term demand as well as aggressively implemented supply-side measures to prepare the economy for a sustained long-term expansion.

Emphasis on supply-side reforms rather than a total reliance on demand management had been a distinguishing feature of India''s response to the present challenges. These supply-side reforms include deregulation of numerous sectors, simplification of processes, removal of legacy issues like âretrospective tax'', privatisation, production-linked incentives and so on. While agriculture continues to lend unwavering support to economic recovery, manufacturing and construction exhibited a sharp rebound to recover to the corresponding pre-pandemic output levels. These developments clearly reflect uptick in consumer and investor sentiment, release of pent-up demand, especially in construction supported by growing public capex and housing cycle upturn.

On the demand side, the recovery has been broad based. Not only investment and exports, but private consumption too have recovered to the corresponding pre-pandemic levels. Estimates confirm strengthening of economic recovery on the back of rising capex in public sector, increasing resilience of India''s exports, investment cycle uptick and improved consumption levels.

Geopolitical conflicts and their consequent impact on food, fertiliser and crude oil prices cast a cloud on the growth outlook globally. India may feel its impact although the magnitude will, of course, depend on how long the dislocations in energy and food markets persist in the financial year and how resilient India''s economy is to mitigate the impact. Transient shocks may not have a big effect on real growth and inflation. Offsetting these potential headwinds, GatiShakti and Production Linked Incentive Schemes coupled with persistent stimulus measures under AtmaNirbhar Bharat, will drive investment, which will combine with supply chains strengthened by structural reforms taken in the past few years to deliver high-post-recovery growth for the Indian economy. Overall, macro-economic stability indicators suggest that the Indian economy is well placed to take on the challenges of 2022-23.

Despite the continued cyclical upswings and downswings of the pandemic, the Indian real estate sector has remained largely resilient in 2021. It is now showing signs of revival as well as growth projections across all segments. Unlike the first wave of Covid-19 which brought the sector to a relative standstill for a while, the ramifications of the second wave were not as prolonged or prominent. Vaccination drives and lowered infection rates infused optimism in the market. Residential sales witnessed an upward trajectory, increasing by 65 per cent on a sequential basis. The industry is additionally to benefit from a regime of low interest rates, coupled with duty waivers (in some states), realistic property pricing and attractive offers leading to affordable synergy.

It is being projected that the sales momentum in the real estate sector will continue to increase in the year ahead as prospective homebuyers will continue to prefer bigger homes, better amenities and attractive pricing will keep them interested in sealing the deals. The wide array of backward and forward linkages to the real estate industry are equally going to benefit from the upscale in this sector.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There are no material changes or commitments affecting the financial position of the Company which have occurred between the end of the financial year 2021-22 and the date of this report. The Company is virtually debt free and has adequate liquidity to meet its business requirements. The management is of the view that in the preparation of financial statements, it has considered all the possible impact of identified events arising from COVID-19 global health pandemic and geopolitical disruptions evolving out of the Russia-Ukraine conflict along with imposition of consequential sanctions. The impact assessment of these events is a continuous process given the uncertainties associated with its nature, extent and duration. The management shall continue to monitor any material changes to future economic conditions on a continuing basis which may affect the financial performance of the Company.

FUTURE OUTLOOK

The Indian plywood market is expected to benefit from steady economic growth forecasted for many developed and developing countries. The expansion of the Indian economy has boosted the demand for real estate and commercial buildings in the country. While residential building accounts for most of the real estate in India, commercial construction has increased to meet the growing need for office space. Because of the growing population and desire for cheap housing, the Indian residential real estate industry has been experiencing expansion. Rapid urbanization has also contributed to exponential growth in the real estate sector. It is estimated that there is a shortage of around 10 million housing units in urban India. According to industry research, supply of additional 25 Million units by 2030 is required to meet the growing urban demand. In recent years, major metropolitan areas, such as Delhi, Mumbai, and Kolkata, have seen an increase in demand for luxury housing complexes, such as villas, penthouses, and apartments. The expansion of the hospitality sectors coupled with increasing disposable incomes, particularly of the urban middle class, is also fuelling the industry growth.

The introduction of numerous initiatives by the Indian government, such as Pradhan Mantri Awas Yojana, DDA Housing Scheme, NTR Housing Scheme, etc., to promote the development of housing projects in the country is further catalyzing the product demand. Additionally, a significant growth in the furniture industry, coupled with the improving consumer living standards, are further augmenting the demand for high-quality and premium plywood variants. Besides this, the increasing usage of plywood in numerous industrial applications owing to its high resistance to a wide range of chemicals is also providing a thrust to the Indian market.

The demand for wooden furniture in the Indian market is mainly driven by the residential sector owing to the customer''s interest in utilizing wooden furniture. Consequently, the need for wooden furniture is expected to witness prolific growth in the upcoming years. The rising desire for modular and state-of-the-art furniture among the people living in urban areas, growing urbanization in Indian states, and rising need for durable and hybrid furniture are all driving the growth of the Indian furniture industry. Being the principal component for furniture manufacturing, the wood panel industry comprising of plywood, Medium Density Fiberboard (MDF) and particle board, is believed to be on the path of healthy expansion, in India.

The India plywood market is primarily driven by the growing demand for plywood from the residential sector in the country. This is facilitated by the increasing population, shifting lifestyle patterns and the increasing number of nuclear families across India. In line with this, there has been a considerable increase in the refurbishment and renovation of existing residential areas, supported by rapid urbanization, inflating disposable

incomes and improving living standards of the working population. A majority of the population prefers apartments that are semi-furnished or fully furnished, owing to the associated convenience, which, in turn, is propelling the demand for plywood in the Indian market. The Indian plywood market reached a value of INR 195.8 Billion in FY 2021-22. Looking forward, the market is expected to reach INR 297.2 Billion by 2027-28, exhibiting a CAGR of 7.4% during 2022-23 to 2027-28.

During FY 2021-22, the Company embarked upon an expansion strategy across the length and breadth of the country with its Sainik 710 at the fore-front followed by other premium products like Club Prime, once penetration was achieved. The Company managed to increase its reach to further 635 town across the country under this campaign and managed to achieve a value growth of almost 99% in Sainik 710 and 42% in Club Prime. The Company continues to work-upon this strategy to penetrate into newer regions as well as deeper into the existing ones with focus on achieving over-whelming results.

MDF on the other hand, is the staple of the mass-manufacturing furniture industry and the preferred choice of ready-made furniture manufacturers. The demand for branded, readymade, and low-maintenance furniture is increasing daily, and this is propelling the demand for MDF in furniture applications. Globally, the use of MDF is increasingly finding market acceptance over plywood and India is no exception. In India, the MDF market is expected to grow at CAGR of 15-20% over the next five years.

The Indian Furniture Industry (especially the residential and home furnishing segments) continues to be dominated by plywood. Globally, the MDF to plywood consumption ratio is 80:20, but in India, the ratio is skewed in favour of the plywood at 20:80. This number suggests that there is enough room for the growth of MDF in the country in the future. According to Industry experts, it is estimated that the MDF : Plywood ratio in India will improve to 50:50 by 2030. This presents a strong growth potential for the MDF industry in India. It is expected to gain market share of low & medium grade plywood (which constitute 85% of the plywood market in India). In India, MDF has penetrated all the regions in terms of market presence and is rapidly advancing in terms of both consumer demand as well as production capacity.

Unlike the plywood industry which is still largely dominated by unorganised players, MDF industry, being Capital intensive with higher gestation period and licensing requirements, is characterized by strong entry barriers, thereby providing exclusive space to the organised players. To make the most of this opportunity, Centuryply has also embarked upon capacity addition, both through greenfield and brownfield projects.

The particle board market in India is driven by the increasing demand for furniture from the office space and hospitality sectors. The significant increase in the demand for particle

Increasingly a lot of residential furniture and fittings are being made at off-site OEM factories and then being assembled and finished at site. The plywood used by the OEM need to be calibrated i.e. it has to be of uniform thickness so that it can worked on machines which are sensitive to thickness variations. With the intent of tapping this segment and continuing its focus on the value products, the Company introduced the âSainik OEM'' category of plywood which is a 16 mm calibrated plywood specifically designed to address the OEM segment, thereby increasing the Company''s product basket.

The Company incorporated a wholly owned Subsidiary, Century Ports Limited for undertaking a project for rejuvenation of Khidderpore Docks (KPD-I West) through PPP mode on Design, Build, Finance, Operate and Transfer (DBFOT) basis at Syama Prasad Mookerjee Port, Kolkata. The Company had emerged as the top bidder to modernise and mechanise a cluster of six berths in Calcutta''s Khidderpore Docks, marking a major milestone in private sector participation in the city''s century old port operation. Once fully operational, these berths under KPD -I (West), will create additional port capacity in eastern India by installing mechanised systems to handle containers as well as clean bulk cargo.

CHANGE IN NATURE OF BUSINESS, IF ANY

There has not been any change in the nature of business of the Company during the FY ended 31^st March, 2022.

SUBSIDIARIES

CHANGES IN SUBSIDIARIES

Your Company had 12 subsidiaries and 3 step-down subsidiaries as on 31^st March, 2022. These were Auro Sundram Ply & Door Pvt. Ltd., Century MDF Ltd., Ara Suppliers Pvt. Ltd., Arham Sales Pvt. Ltd., Adonis Vyaper Pvt. Ltd., Apnapan Viniyog Pvt. Ltd., Century Infotech Ltd., Century Panels Ltd., Century Infra Ltd., Centuryply Myanmar Pvt. Ltd., Century Ply (Singapore) Pte. Ltd. and Century Gabon SUARL and step-down subsidiaries were Asis Plywood Ltd., Century Ply Laos Co. Ltd., Century Huesoulin Plywood Lao Co., Ltd. There are no associate companies or joint venture companies within the meaning of Section 2(6) of the Companies Act, 2013, as amended from time to time. There has been no material change in the nature of the business of the subsidiaries.

Century Infra Limited was incorporated on 30^th December, 2021 as a wholly owned subsidiary of your Company with the object of operating container freight station, container handling services, warehousing of imported and exported goods and other related services.

The Company''s shareholding went up marginally in its overseas subsidiary Century Ply (Singapore) Pte. Ltd. from 90.65% to 90.68% owing to further allotment of shares to it. The Company''s shareholding in its subsidiary company âCentury Infotech Ltd.'' also increased from 60.06% to 99.99% consequent upon acquisition of shares from the other shareholders.

board in the residential segment owing to its application in flooring underlayment, partitioning or wall paneling, false ceilings and others is likely to will drive the growth of this segment in coming years.

A constant shift towards the organised sector is being witnessed owing to brand and quality awareness, wider choice of products, product innovation and warranty. CenturyPly proactively takes note of and acts on the nuances of changing customer preferences, especially with respect to the surface home decor products. As a result of this, the Company is continuously working on introducing unique aesthetics, relevant functionality and enhanced safety features to make the homes of our customers stand out and thus make their lives easier and productive, day in and day out. Centuryply has been the front-runner when it comes to implementing innovative practices at work. Overall, we are optimistic of carving out a progressively larger market and revenue share, increasing margins and value in a sustainable way across the future. With the right process and systems, brand image, regional plant setups, adequate cash flow there is no point uncovered that does not extend advantage to an organized brand like CenturyPly.

The Company is extremely positive on its future outlook, considering the increase in demand as we are adapting to live along with the ongoing pandemic, increase in disposable income and last but not the least, shrinking unorganized sector due to disruption in supply chain of the raw material. Besides these external factors, aggressive brand investment, product innovation, channel expansion, penetration into newer markets together with expansion of distribution centres for better customer service greatly supplements the Company''s outlook.

FUTURE PLANS OF EXPANSION

Construction of a new greenfield unit in the state of Andhra Pradesh at a CAPEX of approx. H 600 Crore by the Company''s wholly owned Subsidiary, Century Panels Ltd. for manufacturing of MDF boards having an installed capacity of 3,13,500 CBM per year is already underway. The Company aims to develop this project as the largest integrated wood panel manufacturing unit, covering Laminates, MDF, Plywood and Particle Board with investments of more than H 1,500 crore in a phased manner and expects first phase production comprising of laminates to be operational within the second quarter of FY 2023-24.

With growing demand for MDF, capacity expansion at the Company''s MDF unit at Hoshiarpur in Punjab is already underway. Post expansion, the capacity of this unit would increase to 3,13,500 CBM per year. The Company has also initiated steps for setting up a new unit in the State of Punjab for manufacturing of veneer and plywood for which the land acquisition process in underway. The company intends to set up a plywood capacity of 60,000 CBM per year at a CAPEX of approx. H 75 Crore.

Apart from the above, your Company incorporated another wholly-owned subsidiary in the name of Century Ports Ltd. at Kolkata on 20^th April, 2022 for carrying out the project for rejuvenation of Khidderpore Docks (KPD-I West) through PPP mode on Design, Build, Finance, Operate and Transfer (DBFOT) basis at Syama Prasad Mookerjee Port, Kolkata.

OPERATIONS

There has been no material change in the nature of the business of the subsidiaries/ step-down subsidiaries during the year under review.

Auro Sundram Ply & Door Pvt. Ltd. is engaged in the manufacturing of plywood and allied products from eco-friendly agro-forestry timber and operating a plywood unit at Roorkee in Uttarakhand.

The Company''s wholly owned Subsidiary, Century Panels Ltd. laid the foundation stone for the Company''s greenfield wood panel manufacturing project at Gopavaram, Kadapa District in Andhra Pradesh. This region has been ear-marked as a potential agro-industry hub. The project is designed to provide direct employment to over 2000 people and indirect employment to over 5000. Apart from this, the local farmers will be the largest beneficiaries of this project as much of the required raw materials would be sourced from them.

Ara Suppliers Pvt. Ltd., Arham Sales Pvt. Ltd., Adonis Vyaper Pvt. Ltd. and Apnapan Viniyog Pvt. Ltd. jointly own and hold some land in Kolkata which is yet to be developed. Century Infotech Ltd. is primarily engaged in the business of e-commerce, e-shopping, online information services, online application integration including buying, selling, marketing, trading and dealing in various kinds of products and services. Its e-commerce operations are however currently suspended. Century MDF Ltd., Century Infra Ltd., and Asis Plywood Ltd. are presently not operational.

Century Ports Ltd. had initiated steps for carrying out the project for rejuvenation of Khidderpore Docks (KPD-I West) at Syama Prasad Mookerjee Port, Kolkata.

Centuryply Myanmar Pvt. Ltd. is operating a veneer and plywood unit near Yangon city in Myanmar and is supplying the same primarily to our Company.

Century Ply (Singapore) Pte. Ltd. is undertaking trading in veneer and plywood. It has entered into arrangements with various entities in Laos whereby it has provided them with plant and machinery for manufacture and supply of veneer and plywood to it.

Century Gabon SUARL has started its commercial production on 8^th February, 2021 with an operating capacity of peeling 200 CBM of timber per day. This unit has the advantage of availability of abundant Okoume timber required for production of face veneer. This unit serves as a backward integration for securing availability of raw material for Century Ply.

POLICY ON MATERIAL SUBSIDIARIES

Your Company has drawn up a policy for determining material subsidiaries as required under Regulation 16(1)(c) of Listing Regulations. The Policy is hosted on the website of the Company under the web link: https://www.centuryply.com/codes-policies/ CPIL-Policy-on-material-subsidiary.pdf. The Company does not have any material subsidiary Company.

FINANCIAL POSITION & PEFORMANCE

The Company monitors performance of subsidiary companies, inter alia, by the following means:

â¢ Financial statements of the subsidiary companies are reviewed by the Company''s Audit Committee.

â¢ Major investments made by the subsidiaries are reviewed quarterly by the Company''s Audit Committee.

â¢ Minutes of Board meetings of subsidiary companies are placed before the Company''s Board regularly.

â¢ Significant transactions and arrangements entered into by subsidiary companies are placed before the Company''s Board.

Pursuant to the provisions of Section 129(3) of the Companies Act, 2013 read with Rule 5 of the Companies (Accounts) Rules, 2014, a statement in Form No. AOC-1, containing the salient features of financial statements of the Company''s subsidiaries is appended as Annexure â1'' to this Report.

The Contribution of the subsidiaries to the overall performance of the Company during the year is given in note no. 47 of the Consolidated Financial Statement.

ACCOUNTS

CONSOLIDATED FINANCIAL STATEMENTS

The consolidated financial statements of the Company and its subsidiaries for FY 2021-22 are prepared in compliance with the applicable provisions of the Companies Act, 2013, Regulation 33 of the Listing Regulations and in accordance with the Indian Accounting Standards notified under the Companies (Indian Accounting Standards) Rules, 2015.

In accordance with the provisions of Section 129(3) of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014, Companies (Indian Accounting Standards) Rules, 2015 and other applicable provisions and Regulation 34(2) of Listing Regulations, the Consolidated Financial Statements of the Company and its subsidiaries for FY 2021-22 along with Auditor''s Report thereon forms part of this Annual Report. These statements have been prepared on the basis of audited financial statements received from the subsidiary companies as approved by their respective Boards.

Pursuant to the provisions of Section 136 of the Companies Act, 2013, Annual Report of the Company, containing therein its standalone and consolidated financial statements along with relevant documents and separate audited financial statements in respect of each of the subsidiaries, are available on the website of the Company, www.centuryply.com under the âInvestors'' section.

The Financial Statements along with audit reports thereto in respect of the Company''s subsidiaries are available for inspection by the Members at the Registered Office of the Company and that of the respective subsidiaries during working days between 11.00 A.M. and 1.00 P.M. Shareholders interested in obtaining a copy of the audited financial statements of the subsidiary companies may write to the Company Secretary at the Company''s registered office.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

Details of loans, guarantees and investments under the provisions of Section 186 of the Companies Act, 2013 read with the Companies (Meetings of Board and its Powers) Rules, 2014 and schedule V of the Listing Regulations, as on 31^st March, 2022, are set out in Annexure â2'' hereto and forms a part of this Report. The particulars of loans and investments have also been disclosed in notes to the Financial Statements.

RELATED PARTY TRANSACTIONS

All contracts/ arrangements/ transactions with related parties, entered into or modified by the Company during the Financial Year 2021-22, were on an arm''s length basis and not âmaterial''. The said transactions with Related Parties were entered into for the benefit and in the interest of your Company and its

stakeholders. These transactions were, inter-alia, based on various considerations such as business exigencies, synergy in operations, the policy of the Company and resources of the Related Parties. There was no material related party transaction made by the Company during the year requiring shareholders'' approval under Regulation 23(4) of the Listing Regulations or Section 188 of the Companies Act, 2013 read with Rules made thereunder. The approval of the Audit Committee was sought for all related party transactions. Prior omnibus approval of the Audit Committee is obtained on an annual basis for the transactions which are planned/ repetitive in nature and also for the related party transactions which are unforeseen in nature. A statement of transactions entered into pursuant to the approvals so granted is placed before the Audit Committee and the Board of Directors on a quarterly basis. All the transactions were in compliance with the applicable provisions of the Companies Act, 2013 and Listing Regulations.

There are no materially significant transactions with related parties which may have a potential conflict with the interest of the Company at large. During the year, the Company had not entered into any contract/ arrangement / transaction with related parties which could be considered material in terms of the Company''s Policy on Materiality of and dealing with Related Party Transactions. Accordingly, the disclosure of Related Party Transactions as required under Section 134(3) (h) of the Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014 in Form AOC-2 is not applicable.

The Related Party Disclosures in terms of Regulation 34(3) read with Part A of Schedule V of the Listing Regulations is provided under note no. 39 of the Notes to the Financial Statements. The Company, in terms of Regulation 23 of the Listing Regulations submits half-yearly disclosures of related party transactions to the stock exchanges and the same can be accessed on the website of the Company, www.centuryply.com.

In line with the amendments in the Listing Regulations, your Company''s Policy on materiality of and dealing with Related Party Transactions was also amended by the Board of Directors at its meeting held on 28^th January, 2022 and the same became effective on 1^st April, 2022. This policy is available on the Company''s website at: https://www.centuryply.com/ codes-policies/Policy-on-Materiality-of-and-dealing-with-related-party-transcations.pdf. The Policy intends to regulate transactions between the Company and its Related Parties based on applicable laws and regulations and also lays down mechanism for identification, approval, review and reporting of such transactions.

PUBLIC DEPOSITS

During the Financial Year 2021-22, the Company has not invited, accepted or renewed any public deposits covered under Section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014. As such, no amount on account of principal or interest on public deposits

was outstanding as on the date of the Balance Sheet. In terms of Rule 2(1)(c)(viii) of the Companies (Acceptance of Deposits) Rules, 2014, the details of the amount received from the Directors of the Company are provided in the Note Nos. 17 and 39 of the Standalone Financial Statements of the Company.

AUDITORS

STATUTORY AUDITORS

M/s. Singhi & Co., Chartered Accountants (ICAI Firm Registration No. 302049E) has been your Company''s Auditors since 2014. In terms of the provisions of Section 139 of the Companies Act, 2013 read with provisions of the Companies (Audit and Auditors) Rules, 2014, as amended, the Members at the Thirty-Eighth Annual General Meeting (AGM) held on 4^thSeptember, 2019, approved their re-appointment as Statutory Auditors of the Company for a second term of five consecutive years, i.e., from the conclusion of the Thirty-eighth AGM until the conclusion of Forty-third AGM to be held in the calendar year 2024. The Statutory Auditors of the Company were present in the last AGM.

Pursuant to Section 141 of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014, M/s. Singhi & Co. have represented that they are not disqualified and continue to be eligible to act as the Auditor of the Company. M/s. Singhi & Co., have also confirmed that they have been subjected to the peer review process of the Institute of Chartered Accountants of India (ICAI) and holds a valid certificate issued by the Peer Review Board of ICAI as required under Regulation 33(1)(d) of the Listing Regulations.

STATUTORY AUDITORSâ REPORT

The Statutory Auditors'' Report âwith an unmodified opinionâ, given by M/s. Singhi & Co., on the Standalone and Consolidated Financial Statements of the Company for the Financial Year ended 31^st March, 2022, is appended in the Financial Statements forming part of this Annual Report. There has been no qualification, reservation, adverse remark or disclaimer given by the Statutory Auditor in their Report for the year under review.

The Notes on Financial Statements referred to in the Auditors'' Report are self-explanatory and do not call for any further comments.

SECRETARIAL AUDIT

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Regulation 24A of the Listing Regulations, your Company had appointed M/s. MKB & Associates, a firm of Company Secretaries in Practice, as Secretarial Auditor to conduct the Secretarial Audit of the Company for the Financial Year 2021-22. The Report of the Secretarial Audit in Form MR-3 is appended hereto as Annexure â3''. The Report does not contain any qualification, reservation, adverse remark or disclaimer.

REPORTING OF FRAUDS BY AUDITORS

In terms of Section 143(12) of the Companies Act, 2013, the Auditors have not reported any instances of frauds committed in the Company by its Officers or Employees during the year under review.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

I. INDEPENDENT DIRECTORS

(a) CHANGES IN INDEPENDENT DIRECTORS

Pursuant to the provisions of Section 149 and 152 read with Schedule IV of the Companies Act, 2013 and the Rules made thereunder, the shareholders at the Annual General Meeting held on 8^th September, 2021, inter alia, confirmed appointment of Mr. Naresh Pachisia (DIN: 00233768) as an Independent Director with effect from 1^st April, 2021 to 31^stMarch, 2024.

Ms. Mamta Binani (DIN: 00462925) ceased to be a Director on 31^st March, 2022 upon completion of her second term as Independent Director. The Board places on record its appreciation for her invaluable contribution and guidance. In terms of Section 149(11) of the Companies Act, 2013, no Independent Director shall hold office for more than two consecutive terms.

The Company''s remuneration policy provides criteria for the selection, appointment and remuneration of Directors, which inter-alia, requires that the Directors shall be of high integrity with relevant expertise and experience to have a diverse Board. The Policy also lays down the positive attributes/criteria while recommending the candidature for the appointment of a new Director.

Pursuant to the provisions of Section 149 and 152 read with Schedule IV of the Companies Act, 2013 and the Rules made thereunder, the shareholders through Postal Ballot, on 28^th March, 2019 inter-alia, confirmed appointment of Mr. Probir Roy (DIN: 00033045) as an Independent Director with effect from 1^st April, 2019 to 30^th September, 2022. As per the provisions of Section 149(10) of the Companies Act, 2013, Independent Directors can be re-appointed for a second term of up to five consecutive years on passing of special resolution by shareholders of the Company and disclosure of such appointment in its Board''s report.

Accordingly, in terms of Sections 149(10) and 149(11) of the Companies Act, 2013, the first term of Mr. Probir Roy is due to expire on 30^th September, 2022. The Board of Directors at its meeting held on 16^th May, 2022, after considering the recommendations of the Nomination and Remuneration Committee and on the basis of his report on performance evaluation and his consent and subject to approval of the shareholders, recommended re-appointment of Mr. Probir Roy for a second term of three years from 1^st October, 2022 to 30^th September, 2025 as Independent Director on the Board of the Company.

(b) DECLARATION BY INDEPENDENT DIRECTORS

Pursuant to the provisions of Section 149(7) of the Companies Act, 2013 read with Rules made thereunder and in terms of Regulation 25(8) of Listing Regulations, the independent directors have submitted declarations confirming that:

i. they meet the criteria of independence as prescribed under Section 149(6) of the Companies Act, 2013 read with Schedule and Rules framed thereunder and Regulation 16(1)(b) of the Listing Regulations, as amended and that during the year, there has been no change in the circumstances affecting their status as Independent Directors of the Company;

ii. in terms of Regulation 25(8) of the Listing Regulations, they are not aware of any circumstance or situation, which exist or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgment and without any external influence;

The Independent Directors have confirmed compliance with the Company''s Code of Conduct as formulated by the Company and also with the Code for Independent Directors prescribed in Schedule IV to the Companies Act, 2013. They have also also confirmed compliance with the provisions of Rule 6(1) and 6(2) of the Companies (Appointment and Qualification of Directors) Rules, 2014 with respect to registration with the Independent Director''s database maintained by the Indian Institute of Corporate Affairs.

None of the Directors of the Company are disqualified for being appointed as Directors as specified in Section 164(2) of the Companies Act, 2013 and Rule 14(1) of the Companies (Appointment and Qualification of Directors) Rules, 2014.

During the year under review, the non-executive directors of the Company had no pecuniary relationship or transactions with the Company, other than payment of sitting fees, commission and reimbursement of expenses incurred by them for the purpose of attending meetings of the Board / Committee / Independent Directors of the Company and save and except one transaction as detailed in Note no. 39(b) of the Notes to the Financial Statements.

Your Company has an elaborate familiarization programme for effective orientation and training of Independent Directors so as to enable them to understand the Company - its operations, business, industry and environment in which it functions. The programme is in line with the requirements of Regulation 25(7) of the Listing Regulations and Schedule IV of the Companies Act, 2013 and is designed to enable the Independent Directors to play a meaningful role in the overall governance processes of the Company.

A detailed overview of the Company''s familiarisation program can be accessed through web-link: https:// www.centuryply.com/codes-policies/Familiarization-Programme-for-Independent-Directors.pdf.

A newly appointed Independent Director is provided with an appointment letter outlining his / her role, function, duties and responsibilities along with an induction kit containing Memorandum and Articles of Association of the Company, organisational structure, set of major statutory and internal policies of the Company, Board and Committee structure and details about the Company''s subsidiaries. The Company Secretary briefs the Director about their legal & regulatory responsibilities as a Director.

On an ongoing basis, periodic presentations, during Board Meetings, are made by the Company Secretary with respect to significant amendments in the Companies Act and SEBI Regulations and implication thereof. As and when required, the members of the management and functional heads of your Company apprises the Independent Directors of the domestic/ overseas industry scenario, business model of the Company and its strategic priorities.

During the year, as a part of the familiarisation programme, the Company arranged presentation by a competent professional giving an in-depth analysis of the latest and vital amendments in the Companies Act and SEBI Regulations. Details of the same have been uploaded on the website of the Company and is available at the web-link: https://www. centuryply.com/investor-information/Familiarization-Programme-Details_2021-22.pdf.

(d) STATEMENT REGARDING INDEPENDENT DIRECTOR

Your Company has been fortunate over the years to have experienced persons from diverse fields as Independent Directors on its Board. In the Board''s opinion, the Independent Directors are persons of high repute and possess relevant expertise and experience in their respective fields. They demonstrate highest level of integrity while maintaining confidentiality and identifying, disclosing and managing conflict of interest.

II. NON- INDEPENDENT DIRECTORS:

(a) CHANGES IN NON-INDEPENDENT DIRECTORS

There has not been any appointment/ retirement/ resignation of Non-independent Directors during the Financial Year ended 31^st March, 2022.

(b) RETIREMENT BY ROTATION

In accordance with Section 152(6)(c) of the Companies Act, 2013, Mr. Ajay Baldawa (DIN: 00472128) and Ms. Nikita Bansal (DIN: 03109710), being longest in office, will retire by rotation at the ensuing Annual General Meeting of the Company and being eligible, have offered their candidature for re-appointment as Directors. In view of their considerable experience and contribution to the Company, the Board recommends their re-appointment.

Their detailed profiles and particulars of experience, skill and attributes that qualify them for Board Membership together with other details as required under the Companies Act, 2013, Secretarial Standards and Listing Regulations, forms a part of the explanatory statement attached to the Notice of ensuing Annual General Meeting of the Company.

III. KEY MANAGERIAL PERSONNEL

Pursuant to the recommendation of the Nomination and Remuneration Committee, the Board of Directors at its meeting held on 2^nd November, 2021, subject to approval of the shareholders, reappointed Ms. Nikita Bansal as an Executive Director of the Company for a further period of five years with effect from 1^st February, 2022. Approval of the Members was sought through Postal Ballot/ e-voting for the aforesaid reappointment and the same was approved by requisite majority on 24^th May, 2022, being the last date specified for E-voting.

Mr. Keshav Bhajanka was reappointed as an Executive Director of the Company for a further period of five years with effect from 28^th January, 2021, Mr. Sajjan Bhajanka was reappointed as Chairman and Managing Director of the Company for a further period of five years with effect from 1^st April, 2021 while Mr. Sanjay Agarwal and Mr. Ajay Baldawa were reappointed as CEO & Managing Director and Executive Director (Technical) respectively for a further period of five years with effect from 1^st July, 2021. Their reappointments were approved by the shareholders at their Annual General Meeting held on 8^th September,

2021. Further, reappointment of Mr. Sajjan Bhajanka was subject to compliance of Regulation 17(1B) of the Listing Regulations which was scheduled to become mandatorily effective on 1^st April, 2022, where upon, Mr. Bhajanka would have, at his discretion, opted to continue either as the Chairman or as Managing Director of the Company. However, SEBI vide its Press Release dated 15^th February,

2022, made the said provision applicable on âvoluntary basis''. Consequently, Mr. Sajjan Bhajanka continues to serve as Chairman and Managing Director of the Company.

Apart from the above, there has not been any change in Key Managerial Personnel during the Financial Year ended 31^st March, 2022.

IV. INTER-SE RELATIONSHIPS BETWEEN THE DIRECTORS

None of the Directors of the Company are related interse, except for Mr. Keshav Bhajanka who is the son of Mr. Sajjan Bhajanka, Chairman and Managing Director and Ms. Nikita Bansal, who is the daughter of Mr. Sanjay Agarwal, CEO & Managing Director.

MEETINGS

MEETINGS OF BOARD OF DIRECTORS

During the year under review, the Board met four times, i.e., on 10^th June, 2021, 10^th August, 2021, 2^nd November, 2021 and 28^thJanuary, 2022. The details of the Meetings held during the year are given in the Corporate Governance Report forming part of the Annual Report.

MEETINGS OF INDEPENDENT DIRECTORS

During the year under review, the Independent Directors met once on 19^th January, 2022 without the presence of NonIndependent Directors and members of the Management. The meeting was however adjourned and was convened again on 9^th March, 2022, inter alia to:

â¢ Review the performance of Non-Independent Directors, the Board as a whole and that of its Committees;

â¢ Review the performance of the Chairman of the Company, taking into account the views of Executive Directors and Non-Executive Directors; and

MANAGERIAL REMUNERATION

PARTICULARS OF MANAGERIAL REMUNERATION

Disclosure pertaining to remuneration and other details as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed to this Report as Annexure â4''. Your Directors state that none of the Executive Directors of the Company received any remuneration or commission from any of its Subsidiaries.

PARTICULARS OF EMPLOYEES

Statement containing particulars of Top 10 employees in terms of remuneration drawn and the particulars of employees as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(2) and (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is provided in Annexure â4'' forming part of this report.

There was no employee receiving remuneration during the year in excess of that drawn by the Managing Director or Wholetime Director and holding by himself or along with his spouse and dependent children, not less than two percent of the equity shares of the Company.

CORPORATE GOVERNANCE MEASURES

DIRECTORSâ RESPONSIBILITY STATEMENT

Pursuant to Section 134(3)(c) and 134(5) of the Companies Act, 2013, the Board of Directors, to the best of their knowledge and belief, states that it had:-

(i) followed the applicable accounting standards in the preparation of the Annual Accounts for the year ended 31^st March, 2022 along with proper explanations relating to material departures, if any;

(ii) 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 as at the end of the Financial Year 31^st March, 2022 and of the profit of the Company for that period;

(iii) taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) prepared the Annual Accounts of your Company for the Financial Year ended 31^st March, 2022 on a âgoing concern'' basis;

(v) laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

(vi) devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and were operating effectively.

MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion and Analysis report, capturing your Company''s performance, industry trends and other material changes with respect to your Company and its subsidiaries is presented in a separate section forming part of the Annual Report. The Report provides a consolidated perspective of economic, social and environmental aspects material to our strategy and our ability to create and sustain value for our stakeholders and includes aspects of reporting as required by Regulation 34(2)(e) read with Schedule V of the Listing Regulations.

CORPORATE GOVERNANCE

Your Company rests on the values of âPeople development'', âquality'', âtrust'', âintegrity'' and âcustomer focus''. Imbibing these values in the business conduct of the organization enhances the long term shareholder value, while keeping the interests of all stakeholders in view. The Company endeavors to uphold the principles and practices of Corporate Governance to ensure transparency, integrity and accountability in its functioning which are vital to achieve its vision of âSarvada Sarvottam, - The Best Always.â

Your Company complies with the applicable provisions of the Companies Act, 2013 and applicable Secretarial Standards issued by the Institute of Company Secretaries of India. Apart from complying with the mandatory requirements, your Company also complies with certain discretionary requirements of Corporate Governance as specified in Part E of Schedule II of the Listing Regulations.

In compliance with the provisions of Regulation 34 of the Listing Regulations read with Schedule V of Listing Regulations, a Report on Corporate Governance for the Financial Year ended 31^st March, 2022 along with a Certificate issued by M/s. MKB & Associates, Company Secretaries in Practice, confirming compliance with the requirements of Corporate Governance, forms a part of the Annual Report.

CEO & CFO CERTIFICATION

In terms of Regulation 17(8) read with Schedule II Part B of the Listing Regulations, a certificate from the Chief Executive Officer and Chief Financial Officer of the Company addressed to the Board of Directors, inter alia, confirming the correctness of the financial statements and cash flow statements for the Financial Year ended 31^st March, 2022, adequacy of the internal control measures and reporting of matters to the Audit Committee, is provided elsewhere in this Annual Report.

RISK MANAGEMENT

Your Company has a well-crafted and comprehensive risk management framework in place and a robust organisational structure for managing and reporting risks. Your Company continuously monitors the internal and external environment to identify potential, emerging risks and their impact on our business. Our risk management framework ensures identification of emerging risks 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. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis. Your Company is conscious of how better risk management techniques may provide early signals of probable threats to the Company so that they may be addressed in time. Risk management process has been established across your Company and is designed to identify, assess and frame a response to threats that may affect achievement of its objectives. It is designed to manage rather than eliminate the risk of failure to achieve business objectives and provides reasonable and not absolute assurance against material misstatement or loss.

The Board shoulders the ultimate responsibility for the management of risks and for ensuring the effectiveness of internal control systems. The Risk Management Committee aids the Board by assessing and providing oversight to management relating to identification and evaluation of the identified risks, including Sustainability, Information Security, etc. The Committee is responsible for monitoring and reviewing

the risk management plan and ensuring its effectiveness. The Audit Committee has additional oversight in the area of financial risks and controls.

The Company endeavours to continually sharpen its Risk Management systems and processes in line with a rapidly changing business environment. The Company, through its risk management process, aims to contain the risks within its risk appetite. There are no risks which in the opinion of the Board threaten the existence of the Company.

INTERNAL CONTROLS/ INTERNAL FINANCIAL CONTROLS AND THEIR ADEQUACY

Your Company understands a strong internal controls framework is imperative to carry on business in an orderly and efficient manner. In this context, your Company has adequate Internal Financial Controls System over financial reporting which ensures that all transactions are authorized, recorded, and reported correctly in a timely manner. The Company''s Internal Financial Control over financial reporting is designed to provide reliable financial information and to comply with applicable accounting standards. The Company uses a state-of-the-art enterprise resource planning (ERP) system that connects all parts of the organization, to record data for accounting, consolidation and management information purposes.

M/s. Singhi & Co., the Statutory Auditors, have audited the financial statements included in this Annual Report and issued their report on internal control over financial reporting (as defined under Section 143 of the Companies Act, 2013). The Company has laid down Standard Operating Procedures and policies to guide the operations of the business. Functional heads are responsible to ensure compliance with all laws and regulations and also with the policies and procedures laid down by the Management. Robust and continuous internal monitoring mechanisms and review processes ensure that such systems are reinforced on an ongoing basis and updated with new / revised standard operating procedures in order to align the same with the changing business environment.

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 statutory auditors and the Audit Committee.

The Audit Committee regularly reviews the budgetary control system of the Company as well as system for cost control, financial controls, accounting controls, physical verification controls, etc. to assess the adequacy and effectiveness of the internal control systems. Regular review of the established internal controls system of the Company were undertaken and deficiencies in the design or operation of such control, if any, was discussed with the Auditors and the Audit Committee and suitable actions to rectify those deficiencies were recommended for implementation. Based on its evaluation (as defined in section 177 of Companies Act 2013 and Clause 18 read with Part C of Schedule II of the Listing Regulations), the Audit Committee has concluded that, as of 31^st March, 2022, the Company''s internal financial controls were adequate and operating effectively.

PERFORMANCE EVALUATION

In accordance with the amended âBoard Evaluation Policy'' of the Company as laid down by the Nomination and Remuneration Committee and adopted by the Board on 25^th February, 2022, the Independent Directors at their separate Meeting held on 9^th March, 2022, collectively reviewed the performance of the non-independent Directors, the Board as a whole and that of its Committees. The performance of the Chairman of the Company was also reviewed after taking into account the views of executive directors and non-executive directors. The Independent Directors also assessed the quality, quantity and timeliness of flow of information between the Company''s management and the Board. Members of the the Nomination and Remuneration Committee, also present therein, carried out evaluation of performance of all Independent Directors. The Independent Directors were highly satisfied with the overall functioning of the Board, its various committees and with the performance of other Non-Executive and Executive Directors. They also appreciated the exemplary leadership role of the Chairman in upholding and following the highest values and standards of corporate governance.

Post the review by the Independent Directors, the evaluation results were shared with the entire Board. The Board expressed its satisfaction with the evaluation results, which reflects the high degree of engagement of the Board and its Committees with the Management.Thereafter, the Board carried out an evaluation of its own performance and that of its Committees. Performance evaluation of all Directors was also carried out by the entire Board without the presence and participation of the Director being evaluated. Parameters and process applied for carrying out the evaluation has been discussed in detail in the Corporate Governance Report.

Based on the evaluations, the performance of the Board, its Committees and Individual Directors, including that of Chairman and Independent Directors, was found to be satisfactory. The Board members functioned constructively individually as well as a team. The Board is well-supported by the activities of each of the Board Committees which ensure the right level of attention and consideration are given to specific matters. Each Committee had been instrumental in functioning as per its respective charter which clearly defines their purpose, roles, and responsibilities. All Directors continued to demonstrate a collaborative and constructive mind-set, creating a conducive environment at Board meetings for participation and challenge. The board meetings were well run and the members of the Board acted with sufficient diligence and care. The Chairman had been instrumental in fostering and promoting the integrity of the Board while nurturing a culture where the Board works harmoniously for the long-term benefit of the Company and all its stakeholders. He demonstrated efficient leadership abilities by providing his continuous guidance to the Board with the objective of creating long term value for the Company''s stakeholders. The Chairman follows utmost professionalism and objectivity in decision making.

The evaluation process endorsed the Board Members'' confidence in the ethical standards of the Company, cohesiveness amongst the Board Members, constructive relationship between the Board and the Management and the openness of the Management in sharing strategic information to enable Board Members to discharge their responsibilities.

COMMITTEES OF BOARD OF DIRECTORS

The Board has seven Committees out of which five have been mandatorily constituted in compliance with the requirements of the Companies Act, 2013 and Listing Regulations and two non-mandatory Committees have been constituted to enhance the objectivity and independence of the Board''s judgment and to increase the efficacy of governance. The Board has adopted charters setting forth the roles and responsibilities of each of the Committees. The Company Secretary officiates as the Secretary of these Committees. The Board has constituted following Committees to deal with matters and to monitor activities falling within their respective terms of reference:-

Mandatory Committees

â¢ Audit Committee

â¢ Nomination and Remuneration Committee

â¢ Stakeholders Relationship Committee

â¢ Risk Management Committee

â¢ Corporate Social Responsibility Committee

Non-mandatory Committees

â¢ Share Transfer Committee

â¢ Finance Committee

POLICIES AND CODES

REMUNERATION POLICY

Your Company''s Remuneration Policy enumerates the criteria for appointment and remuneration of Directors, Key Managerial Personnel and Senior Management Personnel on the basis of their qualifications, positive attributes and independence of a Director and other matters as required under Section 178(3) of the Companies Act, 2013. The Policy was amended on 10^th August, 2021 and is available on it''s website at https:// www.centuryply.com/codes-policies/Remuneration-policy. pdf. The same is also appended as Annexure â5'' to this Report. The amendments in the policy were primarily with respect to the responsibilities of the Nomination and Remuneration Committee and compensation structures, criteria and guiding principles.

The Remuneration Policy is driven on the principle of ensuring that competitive and impartial rewards are linked to key deliverables and are also in line with market practices and shareholders'' expectation. Your Company''s Remuneration Policy is directed towards providing a well-balanced and performance-related compensation package, taking into account shareholder interests, industry standards and relevant Indian corporate regulations. Further, it aims to attract, retain and motivate highly qualified members for the Board and other executive level and ensure their long term sustainability. The Policy is designed to ensure that:

a) the Company is able to attract, retain and motivate highly qualified members for the Board and other executive level and ensure their long term sustainability.

c) remuneration of the Directors and other Executives are aligned with the business strategy and risk tolerance, objectives, vision, values and long-term interests of the Company.

Selection and procedure for nomination and appointment of Directors

The NRC conducts a gap analysis to refresh the Board on a periodic basis, including each time a Director''s appointment or re-appointment is required. The NRC reviews and vets the profiles of potential candidates vis-a-vis the required competencies, undertakes due diligence, prior to making recommendations of their nomination to the Board.

Criteria for determining qualifications, positive attributes and independence of a Director

BOARD DIVERSITY POLICY

The Company believes that a truly diverse Board leverages differences in thought, perspective, knowledge, skill, regional and industry experience, cultural and geographical background, age, ethnicity and gender that will help the Company retain its competitive advantage.

The Company''s Policy on Board Diversity, formulated and adopted in terms of Regulation 19 read with Part D of Schedule II of Listing Regulations sets out its approach to diversity. This policy aims to address the importance of a diverse Board in harnessing the unique and individual skills and experiences of the members in a way that collectively benefits the organisation and business as a whole. The said Policy makes the Nomination and Remuneration Committee of the Company responsible for monitoring and assessing the composition and performance of the Board, as well as identifying appropriately qualified persons to occupy Board positions.

The Board Diversity Policy of the Company is available on our website at https://www.centuryply.com/codes-policies/Board-Diversity-Policy.pdf.

Moving beyond the Board, the Company also believes and puts into practice the fact that diversity and inclusion at workplace helps nurture innovation, by leveraging the variety of opinions and perspectives coming from employees with diverse age, gender and ethnicity.

WHISTLE BLOWER POLICY/ VIGIL MECHANISM

Creating a fraud and corruption-free culture has always been at the Company''s core. In view of the potential risk of fraud, corruption and unethical behaviour that could adversely impact the Company''s business operations, performance and reputation, it has emphasised addressing these risks by laying down a Vigil Mechanism or the Whistle-Blower Policy. The Company has a robust vigil mechanism through its Whistle Blower Policy approved and adopted by Board of Directors of the Company in compliance with the provisions of Section 177(10) of the Act and Regulation 22 of the Listing Regulations for directors and employees to report to the management instances of unethical behaviour, actual or suspected, fraud or violation of the Company''s code of conduct that could adversely impact the Company''s operations, business performance and / or reputation, with clear and adequate safeguards against victimization of whistle blowers. The Policy is designed to ensure that whistle blowers may report genuine concerns without fear of retaliation. It lays emphasis on the integrity at workplace and in business practices, honest and ethical personal conduct, diversity, fairness and respect. This Policy was amended on 10^th June, 2021.

Your Company encourages honesty from and among its Employees and promotes âzero tolerance'' towards corruption, illegal and unethical behaviour. Your Company''s Whistle

Blower Policy/ Vigil mechanism provides a channel to the Employees and Directors of the Company to report genuine concerns about unethical behaviour, actual or suspected incidents of fraud or instances of leakage/ suspected leakage of unpublished price sensitive information or violation of the Company''s Code of Conduct and/ or the Insider Trading Code adopted by the Company. The Policy also provides complete confidentiality of the matter so that no unfair treatment is meted out to the Whistle Blower for reporting any concern. The Policy provides that the Vigilance and Ethics Officer of the Company investigates such incidents, when reported, in an impartial manner and takes appropriate action to ensure that requisite standards of professional and ethical conduct are always upheld.

During the Financial Year ended 31^st March, 2022, no case was reported under this policy. Further, no employee or Director was denied access to the Audit Committee or its Chairman.

RISK MANAGEMENT POLICY

Your Company''s policy on Risk Management is designed to minimise the adverse consequence of risks on business objectives of the Company. On recommendation of the Risk Management Committee, the Company''s Risk Management Policy was amended on 10^th August, 2021 to bring it in conformity with the amendments in Listing Regulations. The Risk Management Policy articulates the Company''s approach to address uncertainties in its endeavors to achieve its stated and implicit objectives. It comprehensively address the key strategic/business risks, information technology, financial, cyber security risks and operational risks respectively.

The Company''s Risk Management Committee is entrusted with the responsibility to frame, implement and monitor the risk management plan for the Company. The Committee also monitors and reviews the risk management plan and ensures its effectiveness. The Board is kept informed about the risk assessment and minimization procedures. The risk management framework is reviewed periodically by the Board and the Audit Committee. The Audit Committee has additional oversight in the area of financial risks and controls. The major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis.

The development and implementation of Risk Management Policy has been covered in the Management Discussion and Analysis, which forms part of this report.

POLICY ON PREVENTION OF SEXUAL HARASSMENT

The Company is committed to ensuring that all employees work in an environment that not only promotes diversity and equality but also mutual trust, equal opportunity and respect for human rights. The Company has formulated a Policy on Prevention of Sexual Harassment in accordance with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules made thereunder which is aimed at providing every woman at the workplace a safe, secure and dignified work environment, resulting in their economic empowerment and inclusive growth. All employees (permanent, contractual, temporary, trainees) are covered under the said Policy.

The Policy serves as a guide for employees to report sexual harassment cases at workplace and our process ensures complete anonymity and confidentiality of information. The said Policy is available on your Company''s website, www. centuryply.com. The Company continuously invests in enhancing the awareness on the Policy across its workforce. An Internal Complaints Committee (ICC) has also been set up to redress complaints received on sexual harassment. The ICC comprises of internal members and an external member who has extensive experience in this field. Adequate workshops and awareness programme against sexual harassment are conducted across the organization. Aggrieved women may report complaints to the ICC formed for this purpose or to any member thereof or to the location head, who is also a member of the ICC.

During the year, no complaint regarding sexual harassment was received.

DIVIDEND DISTRIBUTION POLICY

The Policy lays down the broad criteria which the Company would take into consideration for the purpose of ascertaining the amount of dividend to be declared keeping in mind the need to maintain a balance between the payout ratio and retained earnings, in order to address future needs of the Company. The Policy sets out the circumstances and different

factors for consideration by the Board at the time of taking a decision on distribution or retention of profits, in the interest of providing transparency to the Shareholders. The Policy, inter alia, specifies the external and internal factors including financial parameters that need to be considered while declaring dividend and the circumstances under which the shareholders of the Company may or may not expect dividend.

POLICY FOR DETERMINING MATERIALITY OF EVENTS/ INFORMATION

The Company''s Policy for determination of materiality of events/ information has been designed to promote transparency and ensures that the stakeholders are informed regarding the major and material events of the Company. The objective of this policy is to put in place a framework for disclosure of events and information to the stock exchanges, in line with the requirements prescribed under Regulation 30 of the Listing Regulations and to ensure that such information is disclosed to the Stock Exchanges in a timely and transparent manner. The Policy is available on the Company''s website at https://www.centuryply.com/codes-policies/CPIL''s-Policy-for-Determination-of-Materiality.pdf.

OTHER POLICIES

CODE OF CONDUCT

The Company''s Code of Conduct for members of its Board and for Senior Management Personnel framed in terms of Regulation 17(5) of the Listing Regulations is available on the website of the Company, www.centuryply.com and details thereof have also been included in the Corporate Governance Report forming part of the Annual Report. The Code lays emphasis amongst other things, on the integrity at workplace and in business practices, honest and ethical personal conduct, diversity, fairness and respect and avoidance of practices like bribery and corruption. This Code reflects the Company''s underlying ethical values and commitment to lay standards of integrity, transparency, fairness, accountability and pursuit for excellence. The Code intends to enhance integrity, ethics & transparency in governance of the Company and thereby reinforces the trust and confidence reposed in the Management of the Company by all its stakeholders.

All members of the Board and Senior Management Personnel have affirmed compliance with the âCode of Conduct for

it was prescribed through the Companies Act, 2013. The Company''s Policy on CSR represents the continuing commitment and actions of the Company to contribute towards social development and growth. The thrust of the CSR initiatives of the Company is towards inclusive development of the communities largely around the vicinity of its plants and offices by promoting education, including special education & livelihood projects, creating employability, enabling access to quality primary health care services, disaster relief measures and environmental protection. Your Company is conscious while conducting its operations to take care of the concerns of People, Planet and Profit for sustainable business and better future for all living beings.

Pursuant to Section 135 of the Companies Act, 2013 read with Schedule VII thereof and Rules made thereunder, the Company has undertaken CSR activities, projects and programs primarily in the field of Education and Skill Development, Health and Wellness, Environmental Sustainability, participating in relief operations during natural disasters, while also pursuing CSR activities for the benefit of the local community in the States in which it operates. During the year, the total CSR expenditure incurred by your Company was H 508.95 lac which was higher by H 7.61 lac than that statutorily required to be spent. The Company also has an amount of H 71.03 lac resulting out of excess spending in FY 2020-21 available for set off in succeeding financial years. In terms of Rule 4(5) of the Companies (Corporate Social Responsibility Policy) Rules, 2014, Mr. Arun Kumar Julasaria, Chief Financial Officer of the Company certified that the Corporate Social Responsibility expenditure made during the year 2021-22 has been utilised for the purpose and in the manner as approved by the Board.

Your Company''s Policy on CSR was amended on 10^th June, 2021 and the same can be accessed on the Company''s website at https:// www.centuryply.com/codes-policies/Policy-on-Corporate-Social-Responsibility.pdf. The Company''s CSR Policy

statement and annual report on the CSR activities undertaken during the financial year ended 31^st March, 2022, in accordance with Section 135 of the Act and Rule 8 of the Companies (Corporate Social Responsibility Policy) Rules, 2014 is set out in Annexure â7'' to this Report.

BUSINESS RESPONSIBILITY

Business enterprises now-a-days, are increasingly seen as critical components of social system and they are considered

Directors and Senior Management Personnel'' for the financial year 2021-22. A declaration to this effect signed by the CEO & Managing Director is annexed in the Corporate Governance Report.

The Senior Management of the Company have made disclosures to the Board confirming that there are no material financial and/or commercial transactions between them and the Company that could have potential conflict of interest with the Company at large.

CODE OF CONDUCT TO REGULATE, MONITOR AND REPORT TRADING BY DESIGNATED PERSONS AND CODE OF PRACTICES AND PROCEDURES FOR FAIR DISCLOSURE OF UNPUBLISHED PRICE SENSITIVE INFORMATION

With an aim to guard the interest of general investors, your Company has laid down a robust âCode of Conduct to regulate, monitor and report trading by Designated Persons'' which is applicable to all the Promoters, Directors and such other persons defined as designated persons and to their immediate relatives as well.

The key objective of the Code is to protect the interest of shareholders at large, prevent misuse of any unpublished price sensitive information and promote transparency and fairness in dealings in the securities of the Company. The Code lays down guidelines, which advise on procedures to be followed and disclosures to be made, while dealing in shares of the Company and cautions on the consequences of noncompliances. The Code prohibits and deters the Promoters, Directors of the Company and other specified employees and their relatives from dealing in the securities of the Company on the basis of any unpublished price sensitive information available to them by virtue of their position in the Company. The Code is available on the website of the Company, www. centuryply.com. The Company Secretary of the Company acts as the Compliance Officer for the purpose of the aforesaid Code to inter-alia monitor adherence to the SEBI (Prohibition of Insider Trading) Regulations, 2015.

The Designated Persons of the Company have provided annual disclosure of their shareholding and other information in the format prescribed in the Code.

CORPORATE SOCIAL RESPONSIBILITY

Your Company is known for its tradition of philanthropy and community service and has been taking several initiatives under Corporate Social Responsibility (âCSR''), well before accountable not merely to their shareholders from a revenue and profitability perspective but also to the larger society which is also its stakeholder. At Centuryply, we are committed to enhance value for our stakeholders together with economic and social well-being of the society and minimising the direct and indirect adverse impact of our operations on the environment. The Business Responsibility Report is one of the avenues to communicate the Company''s obligations and performance to all its Stakeholders. Centuryply takes pride in its commitments to protecting the environment, delivering on its social responsibilities and good governance. The Company has always believed in the power of partnerships to unlock long-term value for its stakeholders, in a responsible manner. Your Company, as a responsible corporate citizen, recognizes that ethical conduct in all its functions and processes is the cornerstone of a responsible business. Your Company, through its various sustainability initiatives, focusses on creation of a future ready organisation, which can pre-empt imminent challenges and address the needs of all stakeholders. The Business Responsibility Policy adopted by your Company focuses on developing and integrating a detailed sustainability vision into its long-term strategic plan in a way that creates lasting value for its stakeholders whilst also building public trust. This is premised on striking a proper balance between economic, social and environmental performance in dealings with various stakeholders, thereby ensuring sustainable development for the Company.

The Company''s Business Responsibility Report is appended as Annexure â8'' to this Annual Report. The Report is aligned with National Voluntary Guidelines on Social, Environmental and Economic Responsibilities of Business released by Ministry of Corporate Affairs and is in accordance with Regulation 34(2)(f) of the Listing Regulations. The Report describes the initiatives taken by the Company from an environmental, social and governance perspective to enable Members to take well-informed decisions and to have a better understanding of the Company''s long term perspective.

MISCELLANEOUS

ANNUAL RETURN

The Annual Return as required under Section 134(3)(a) read with Section 92(3) of the Companies Act, 2013, is available on the Company''s website at https://www.centuryply.com/ investor-information/cpil-annual-return/MGT-7.pdf.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY REGULATORS / COURTS / TRIBUNALS

There were no significant and material orders passed by the Regulators or Courts or Tribunals during the year impacting the going concern status and the operations of the Company in future.

COMPLIANCE WITH SECRETARIAL STANDARDS AND INDIAN ACCOUNTING STANDARDS

During the Financial Year 2021-22, the Company has complied with the 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. In the preparation of the Financial Statements, the Company has also applied the Indian Accounting Standards (Ind AS) specified under Section 133 of the Companies Act, 2013 read with Companies (Indian Accounting Standards) Rules, 2015.

CREDIT RATING

During the year under review, ICRA Limited has reaffirmed [ICRA] A1 (pronounced ICRA A one plus) rating for the Company in respect of short term credit facilities. The rating of A1 indicates very strong degree of safety regarding timely payment of financial obligations and carries the lowest credit risk.

The long term credit rating of the Company was upgraded from [ICRA] AA- (pronounced ICRA double A minus) to [ICRA] AA (pronounced ICRA double A). The rating of AA indicates high degree of safety regarding timely servicing of financial obligations and very low credit risk. The outlook on the longterm rating remains âStable''. A âStable'' outlook indicates expected stability (or retention) of the credit ratings in the medium term on account of stable credit risk profile of the entity in the medium term.

In accordance with ICRA''s policy on withdrawal and suspension, the outstanding rating of [ICRA]A1 (pronounced ICRA A one plus) in respect of Commercial Paper (CP) programme of the Company was reaffirmed and withdrawn as there is no amount outstanding against the same.

GREEN INITIATIVES IN CORPORATE GOVERNANCE

Your Company sends notices, Annual Report and other communications through email to Members whose email IDs are registered with the Company/ Depository Participant(s). To support the Green Initiative, members who have not yet registered their e-mail address are requested to register their e-mail address for receiving all communication including Annual Report, Notices, Circulars etc. from the Company electronically. Members requiring physical copies can send a request to the Company.

Pursuant to the Circulars issued by MCA and SEBI, Companies were dispensed with the printing and despatch of Annual Reports to Shareholders. Hence, the Annual Report of the Company for the financial year ended 31^st March, 2021 was sent only through email to the Shareholders. MCA and SEBI have further extended this dispensation till 31^st December,

PROCEEDING UNDER INSOLVENCY AND BANKRUPTCY CODE, 2016

There are no proceedings, either filed by the Company or against the Company, pending under the Insolvency and Bankruptcy Code, 2016 as amended, before the National Company Law Tribunal or other Courts as on 31^st March, 2022.

ONE TIME SETTLEMENT OF LOANS TAKEN FROM BANKS/ FINANCIAL INSTITUTIONS

The Company serviced all the debts & financial commitments as and when they became due and no settlements were entered into with the bankers.

COST AUDIT

In terms of Section 148 of the Companies Act, 2013 and the Companies (Cost Records and Audit) Rules, 2014, Cost Audit is not applicable to the Company for the Financial Year 2021-22.

INVESTOR EDUCATION AND PROTECTION FUND

In terms of Sections 124 and 125 of the Companies Act, 2013 (âActâ) read with the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (including any statutory modification(s) or re-enactment(s) thereof for the time being in force) (âIEPF Rulesâ), dividend, if not paid or claimed for a period of 7 (seven) years from the date of transfer to Unpaid Dividend Account of the Company, are liable to be transferred to the Investor Education and Protection Fund (IEPF). Attention is drawn that during the financial year 2022-23, the Company would be transferring unpaid or unclaimed final dividend amount for the financial year ended 31^st March, 2015. In view of this, the Shareholders who have not claimed the dividend for this period and for subsequent periods, are requested to lodge their claim with the Company. The Company regularly sends reminder letters through electronic and/or physical means to all those shareholders whose dividend are lying unclaimed for any year/(s) during the last seven years requesting them to claim the same.

Pursuant to provisions of Section 124(6) of the Act, read with IEPF Rules, all shares on which dividend has not been paid or claimed for seven or more consecutive years are required to be transferred to IEPF. Accordingly, as on date, your Company has transferred 91802 shares (on which dividend remained unpaid or claimed for seven or more consecutive years) held by 401 shareholders to the demat account of IEPF authority. During the year under review, the Company had sent individual notices and issued advertisements in the newspapers, requesting the shareholders to claim their dividends in order to avoid transfer of shares/dividend to the IEPF. In accordance with the provisions of IEPF Rules, the Company has also placed on its website www.centuryply.com, information on dividends which remain unclaimed with the Company as on the date of closure of financial year. The information is also available on the website of the Ministry of Corporate Affairs.

2022. Accordingly, the Annual Report of the Company for the Financial Year ended 31^st March, 2022 would also be sent only through e-mail to the Shareholders.

HUMAN RESOURCE DEVELOPMENT & INDUSTRIAL RELATIONS

The Company''s Human Resource management philosophy revolves around empowering the employees to make them more productive, efficient and integral to the organisation. We aim to strike a balance between the achievement of business goals and nurturing the talent pool available to strengthen the organisation''s competitive advantage. Our continued focus is to ensure that we have the right people with the right skills to deliver value to the business.The Industrial Relations continued to be largely positive across all the locations. Notwithstanding the challenges posed by the ongoing pandemic, the enthusiasm and unstinting efforts of the employees have enabled your Company to remain at the forefront of the Industry and to achieve ever high targets.

The Company''s cloud-based HR portal âAdrenalin'' facilitates end-to-end HR functioning including payroll and appraisals and is integrated with the Company''s present ERP system. The Company''s intranet portal âcenturion'' continues to serve as an interactive platform, bringing employees together and closer to the management besides keeping them informed of the happenings in the Company. Besides this, the âCenturion Helpdesk'', a Whatsapp group, also facilitates time bound resolution of employee grievances.

We understand that employee well-being is essential to maintaining our leading business performance. We maintain a collaborative, inclusive, non-discriminative and safe work culture, and provide equal opportunities to all employees. We believe that such an enabling environment is essential for us to deliver value for our customers, shareholders and communities.

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

The members who have a claim on the dividends and shares transferred to the IEPF Authority may claim the same by submitting an online application in web Form No. IEPF-5 available on the website www.iepf.gov.in and sending a physical copy of the same, duly signed to the Company, along with requisite documents enumerated in the Form No. IEPF-5. No claims shall lie against the Company in respect of the dividend/shares so transferred.

In accordance with the IEPF Rules, the Board of Directors have appointed Mr. Sundeep Jhunjhunwala, Company Secretary of the Company, as the Nodal Officer for the purpose of coordination with the IEPF Authority.

ANNEXURES

Annexures forming part of this Report of the Directors

The Annexures referred to in this Report containing information required to be disclosed are annexed as under:

Annexure	Particulars
1	Statement containing salient features of the financial statements of subsidiaries/ associate companies/ joint ventures
2	Details of Loans, Guarantees and Investments
3	Secretarial Audit Report
4	Particulars of Employees and Managerial Remuneration
5	Remuneration Policy
6	Dividend Distribution Policy
7	Report on Corporate Social Responsibility
8	Business Responsibility Report
9	Particulars of conservation of energy, technology absorption and foreign exchange earnings and outgo

APPRECIATIONS AND ACKNOWLEDGEMENTS

Your Directors wish to place on record their sincere appreciation for the commitment, solidarity, dedication and hard work put in by every member of the Centuryply family. To them goes the credit for the Company''s achievements and realization of new performance milestones.

The Directors take this opportunity to express their deep sense of gratitude to the Banks, Central and State Governments and their Departments, the Local Authorities, Securities and Exchange Board of India, BSE Ltd., National Stock Exchange of India Ltd. and other Regulatory bodies for their continued guidance and support.

Your Directors convey their appreciation for the co-operation and support given to the Company by its vendors, dealers, business associates, consultants, bankers, financial institutions, auditors, solicitors and other stakeholders during the year. The trust and confidence reposed by the customers in the Company and its products is especially cherished.

The Directors are deeply grateful for every person who risked their life and safety to fight this COVID-19 pandemic. The Directors appreciate and value the contribution made by all the front-line workers and those who have gone beyond their duties in battling against the pandemic. Finally, the Directors wish to place on record their special appreciation to the valued Shareholders of the Company for their unstinted support towards fulfilment of its corporate vision.

For and on behalf of the Board of Directors

Sajjan Bhajanka

(DIN: 00246043)

Kolkata, 20^th July, 2022 Chairman & Managing Director

Mar 31, 2021

Your Directors are pleased to present the Company''s Fortieth Annual Report and Audited Financial Statements (standalone and consolidated) for the Financial Year ended 31st March, 2021. The consolidated performance of the Company and its subsidiaries has been referred to wherever required.

FINANCIAL PERFORMANCE FINANCIAL HIGHLIGHTS

The Company''s financial performance for the year ended 31st March, 2021 is summarised below:

H in crore
Particulars	STANDALONE		CONSOLIDATED
	2020-21	2019-20	2020-21	2019-20
Gross Income	2124.18	2293.76	2147.68	2329.79
Profit before Depreciation, Interest & Tax	334.25	315.17	341.02	292.43
Depreciation	62.63	67.55	68.65	76.31
Interest & Finance Charges	10.79	37.24	12.79	38.90
Profit before Tax	260.83	210.38	259.58	177.22
Tax Expenses	68.76	52.21	68.36	51.93
Profit after Tax	192.07	158.17	191.22	125.29
Attributable to:
Owners of the Company	192.07	158.17	191.47	150.58
Non-controlling interests	-	-	(0.25)	(25.29)
Other Comprehensive Income (net of taxes)	(0.56)	(0.35)	(5.87)	18.31
Total Comprehensive Income for the year	191.51	157.82	185.35	143.60
Attributable to:
Owners of the Company	191.51	157.82	185.46	168.89
Non-controlling interests	-	-	(0.11)	(25.29)
Opening balance in Retained Earnings	1018.62	914.37	1009.88	912.85
Adjustment with other equity	(0.56)	(0.35)	(0.28)	(0.34)
Adjustment on acquisition of subsidiary	-	-	-	0.37
Amount available for appropriation	1210.13	1072.19	1201.07	1063.46
Final Dividend- FY 2018-19	-	22.22	-	22.22
Tax on Dividend- FY 2018-19	-	4.57	-	4.57
Interim Dividend- FY 2019-20	-	22.22	-	22.22
Tax on Interim Dividend- FY 2019-20	-	4.57	-	4.57
Closing Balance in Retained Earnings	1210.13	1018.62	1201.07	1009.88

OVERVIEW OF THE COMPANY''S FINANCIAL PERFORMANCE

The standalone revenue from operations and Gross Income for Financial Year 2020-21 stood at H2113.48 crore and H2124.18 crore respectively, were both lower compared to the corresponding figures for Financial Year 2019-20 which stood at H2282.68 crore and H2293.76 crore respectively.

During the Financial Year ended 31st March, 2021, despite all odds arising on account of the Covid-19 pandemic, your Company recorded a Profit before tax of H260.83 crore as against H210.38 crore in the previous year, an increase of 24%. Net Profit after tax also increased by 21% at H192.07 crore compared to H158.17 crore in previous year. EBITDA margin was at 15.82% in FY 2020-21 as compared to 13.80% in FY 2019-20.

On consolidated basis, the revenue from operations for Financial Year 2020-21 at H2130.36 crore, was lower by 8% compared to previous year''s figure of H2317.03 crore. Profit before tax and Profit after tax were higher by 46% and 53% respectively, compared to the previous year.

The operations and financial results of the Company are elaborated in the annexed Management Discussion and Analysis.

IMPACT OF COVID-19

Reflecting on 2020 one feels that COVID-19 was a lesson on life, that combined many learnings in one i.e. the fragility of life & uncertainty of future, the power of nature, what really matters and what does not in life and above all, the need to move on. The experience of this episode shall not only shape our social behavior going forward but will also impact how corporates and economies operate for years to come. It is well known that COVID-19 has not only been a public health crisis but has also severely impacted the economy in near term. The outbreak of COVID-19 pandemic has globally caused significant disturbance and slowdown of economic activity. In many countries, businesses were being forced to cease or limit their operations for long or indefinite periods of time. Measures taken to contain the spread of the virus, including travel bans, quarantines, social distancing and closures of non-essential services, have triggered huge disruptions to businesses worldwide, resulting in an economic slowdown. The pace of recovery of global economic activity in the third quarter of 2020 on the back of pent up consumption demand and a new normal of work-from-home petered out in the fourth quarter. Renewed virus waves, emerging variants of the virus and consequently tighter lockdowns in several Western economies dampened the activity rebound. While Asian economies seem to have gained further pace, they also continue to remain impacted by the pandemic and its global macrofinancial implications.

The pandemic''s impact has been different on different sectors of the Indian economy. Agriculture was the least affected by the pandemic and is expected to grow at 3% as lockdown restrictions never prevented any on-farm activity. However, with a share

of just over 16% in total Gross Value Added, agriculture could do little to cushion the overall performance of the economy. Both services and industry are expected to have suffered a contraction of slightly more than 8%. Even within services and industry, employment intensive sectors, such as trade, hotel and restaurants and construction, have suffered a bigger contraction in economic activity.

The construction and furniture sectors were both widely affected by the COVID-19 pandemic. Supply chain bottlenecks due to restriction on the supply of raw materials like steel and glass also impacted the industry. Moreover, the reduction in the number of labour and financial losses due to delay in funded projects, adversely affected the construction sector, hindering the growth of wood based panel industry.

During the initial phase of lockdown, the Indian plywood market also witnessed a downfall. The production in this industry reduced drastically after the exodus of the migrant workforce started during the lockdown. As the restrictions were uplifted, the migrant workers returned and the production gained momentum. The industry started reviving and gained their growth strength and grip over the market by the end of the financial year 2020-21.

Unfortunately 2021-22, didn''t begin well, with at least some restrictions imminent on account of the ongoing second wave of the Pandemic.

The escalating second wave of coronavirus infections has resulted in states and cities imposing localized partial lockdowns, which is expected to hurt the economic recovery that was underway. However, the low coronavirus death counts and mammoth vaccination drive is expected to push the GDP growth back up. The International Monetary Fund (IMF) in April, 2021 upgraded its FY22 growth projection for India to 12.5% from 11.5% estimated in January, 2021, but cautioned that the forecast hasn''t factored in the severe downside risks arising from the country''s ongoing second wave of COVID-19. According to the Central Bank, the biggest toll of the second wave is in terms of a demand shock. Loss of mobility, lower discretionary spending, lack of employment and inventory accumulation are some of the factors that indicate weaker demand during the second wave in India.

Your Company''s operations were also adversely affected on account of suspension of production and distribution facilities across India during the beginning of FY21. The Company''s operations resumed partially from first week of May 2020 at various locations across India after taking requisite measures for ensuring safety and well-being of employees and workers. From June 2020 onwards, operations returned to normalcy amidst all required protective measures. Amid the challenging environment, impacted by COVID-19 pandemic, the Company undertook several measures to shore up liquidity and weather the demand shocks. After ensuring safety of all our employees, the Company embarked upon on a four pronged action during the lockdown phase and immediately thereafter:

> Connect back with our key stakeholders viz. dealers and contractors over VC & phone calls. Our teams reached out to all of them in a consistent manner.

> Rolled out the new go-to-market'' (GTM) guidelines for our sales team. The focus of the new GTM was physical scouting for demand generation backed up with a Sales Force Automation (SFA) tool. The entire roll out, training on GTM and of the SFA were done in remote mode over VCs.

> Consistent development of safe features for our plywood and laminates.

> Invested back in the brand building by continued advertising on mass media channels

IMPACT OF AMPHAN

On 20th May, 2020, a super- cyclone AMPHAN'' struck the district of South 24 Parganas in West Bengal leading to extensive damage to the factory shed and building at the Company''s Joka factory near Kolkata. The plywood manufacturing set-up had to be partly shut down for a few days. Production resumed after carrying out required repairs and re-installations.

DIVIDEND

Based on the Company''s performance and in conformity with its Dividend Distribution Policy, the Directors are pleased to recommend for approval of the Members a final dividend of H1/- per equity share of face value HI/- each for the financial year ended 31st March, 2021.

With this, the Company continues to balance the dual objective of appropriately rewarding Members through dividends and retaining sufficient funds to support the long term growth of your Company. The Final Dividend, subject to approval of Members at the ensuing Annual General Meeting, will be paid within the statutory period.

The Dividend Distribution Policy of the Company is annexed to this Report as Annexure ''6'' and is also available on the Company''s website at: https://www.centuryply.com/codes-policies/CPIL-Dividend-Distribution-Policy.pdf.

TRANSFER TO RESERVES

The Reserves and Surplus of your Company has increased to H1242.63 crore in the year 2020-21 as compared to H1051.13 crore in the year 2019-20. Your Directors have proposed not to transfer any sum to the General Reserve during the Financial Year 2020-21.

SHARE CAPITAL

As on 31st March, 2021, the Company''s paid-up Equity Share Capital was H22,25,27,240/-comprising of 22,21,72,990 Equity Shares of Face Value of Re. 1/- each and H3,54,250 received on account of 13,80,000 (post-split) forfeited shares. There has not been any change in the Equity Share Capital of the Company during the Financial Year ended 31st March, 2021. During the Financial Year 2020-21, your Company has neither issued any

shares or convertible securities nor has granted any stock options or sweat equity.

INDIAN ECONOMY AND STATE OF AFFAIRS

The year 2020 witnessed unrivalled turmoil with the novel COVID-19 virus and the resultant pandemic emerging as the biggest threat to economic growth in a century. COVID-19 struck India at a time when the underlying economic conditions were subdued on account of heightened global uncertainty and stress in the domestic financial system. Against this backdrop, a stringent national lockdown to slow the spread of the pandemic started in the last week of FY20 and remained active to varying degrees in different geographies through most of the Q1 of FY21. This resulted in an estimated annual contraction of 8% in Gross domestic product (GDP), making FY21 one of the worst years in terms of economic performance in India. India''s GDP re-entered growth territory in the quarter ending December 2020, showing definite signs of recovery, amidst easing of restrictions.

India has faced the COVID-19 situation with fortitude and a spirit of self-reliance. India has demonstrated how it rises up to challenges and uncovers opportunities therein. Through this year, as India bravely fought the global pandemic, it charted its own unique trajectory - showing remarkable resilience, be it fighting the virus or ensuring economic recovery. Revitalized inter and intra-state movement along with a sustained spurt in industrial and commercial activity heralded the economy''s returning to normalcy. The Government adopted a proactive approach in dealing with the pandemic by introducing a slew of reforms to prevent the cascading effect of economic disruptions which occurred during the first and second quarters. The Government introduced AtmaNirbhar Packages which accelerated the Country''s pace of structural reforms. Redefinition of MSMEs, collateral-free automatic loans for businesses, including MSMEs, Commercialisation of the Mineral Sector, Agriculture and Labour Reforms, Privatisation of Public Sector Undertakings, One Nation One Ration Card, and Production Linked Incentive Schemes are some of the notable reforms carried out during this period. Faceless Income Tax Assessment, relaxation in Statutory and Compliance matters and decriminalisation of the Companies Act, 2013 are the others. Digital Technology has been the ''sprint runner'' of this year that enabled the nation to tide over the disruptive effects of the pandemic.

While there was a 23.9 per cent contraction in GDP in first quarter, the recovery has been a V-shaped one. Contraction in GDP narrowed to 7.5 per cent in Q2 as economic activity picked up. As per NSO''s Second Advance Estimates, a real GDP growth of 0.4 per cent in Q3 of 2020-21 has returned the economy to the pre-pandemic times of positive growth rates. It is also a reflection of a further strengthening of V-shaped recovery that began in Q2 of 2020-21. This recovery was evident across all key economic indicators like power demand, rail freight, E-Way bills, Goods and Services Tax (GST) collection, steel consumption, etc. Budget 2021-22 has also adopted an expansionary fiscal policy with an emphasis on capital expenditure to boost economic growth.

Economic activity in India has gathered pace with mild stiffening of the COVID-19 curve failing to deter a steady uptick in consumer sentiment, which has been bolstered by the inoculation drive. Positive GDP growth in Q3 of FY 21 - for the first time since the onset of the pandemic - added to the positive sentiment as the economy closed the year with activity levels higher than measured in the second advance estimates of GDP

On the supply side, agriculture and allied activities are clearly demonstrating resilience in the face of the pandemic with a normal monsoon, a bumper crop and government support in the form of MGNREGA and PM-KISAN allocations, along with record procurement in 2020 supporting rural incomes. Manufacturing activity continues its resurgent journey on the back of sales and output recovery and the Government''s Atmanirbhar Package stimulus facilitating growth prospects and business sentiment. The beneficial wealth effect of booming equity markets are enabling consumption abilities of households with exposure to them. With rising capacity utilization, stronger demand conditions and relatively moderate costs, operating profits are rising across the board.

The year 2020 was meant to be a year of recovery for the Indian real estate sector, especially the housing segment. After three years of business disruptions caused by demonetisation, implementation of GST, realty law RERA and the NBFC crisis, the market had started stabilising. But all hopes were thwarted as the COVID-19 global pandemic hit India, forcing the government to impose a national lockdown from March 25 for over two months to curb the spread of the deadly disease. Instead of recovery and growth, 2020 brought more pain and distress in the realty sector, shaving off 40-50% of business in the residential segment from an already low base. All real estate activities came to a sudden halt in late March with the lockdown. Although the economy started to unlock from June onwards, the situation remained grim through September as construction activities were stalled because of labour paucity, while sales were down on account of concerns over economic growth. The threat of job losses loomed large, which had a major dampening effect on consumer sentiment.

Housing sales began to improve from October onwards due to pent up demand. The softening of interest rates on home loans to around 7%, reduction in stamp duty on registration of properties and rock bottom housing prices coupled with attractive special offers from cash-starved developers were positive factors that paved buyers'' return to the market, though at a slower pace. The reverse migration, caused by the rise of the remote working culture, led to the emergence of heightened demand for homes in tier-2 and tier-3 cities, including rentals.

Central Government also announced various measures to help the real estate sector survive this unprecedented health crisis. These included invoking the ''Force Majeure'' clause under the RERA to extend project completion deadlines by 6-9 months, the extension of interest subsidy for the middle-income group and relaxing tax rules to allow sales of homes valued up to H2 crore at a 20% discount to circle rate. At the macro level, the grounds for a likely surge in demand for residential housing and commercial

space in the months to come are not hard to foresee as they are linked to a possible upsurge in economic growth.

Significant recoveries in manufacturing and construction sectors have acted as a positive light at the end of the tunnel as these sectors are further expected to grow in FY 22. Real GVA in manufacturing has improved from a contraction of 35.9 per cent in Q1 to a positive growth of 1.6 per cent in Q3 while in construction the recovery has been from a contraction of 49.4 per cent in Q1 to a positive growth of 6.2 per cent in Q3. These sectors are vital to the economy to achieve a growth of 11 per cent or more in 2021-22.

With fast roll out of vaccination, persistent stimulus measures under AtmaNirbhar Bharat and special thrust of Union Budget on health and well-being among others, macroeconomic configurations have been undergoing the necessary reorientation towards normalcy, thereby reviving consumer confidence and brightening business outlook of manufacturing, services and infrastructure. The pick-up in construction activity, with its wide array of backward and forward linkages, is also slowly developing into a critical growth lever of the economy.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There are no material changes or commitments affecting the financial position of the Company which have occurred between the end of the financial year 2020-21 and the date of this report. The Company is virtually debt free and has adequate liquidity to meet its business requirements. The management believes that it has considered all the possible impact of identified events arising from COVID-19 global health pandemic in the preparation of financial statements. However, the impact assessment of COVID-19 pandemic is a continuous process given the uncertainties associated with its nature, extent and duration. The management shall continue to monitor any material changes to future economic conditions on a continuing basis which may affect the financial performance of the Company.

FUTURE OUTLOOK

In the past decades, the expenditure on furniture has increased as a result of increasing incomes, urbanisation, investment in real estate, western influence, etc. Moreover, the introduction of new designs and diverse product range of furniture have further helped in creating a demand among the consumers. Expanding distribution network and exclusive outlets of furniture manufacturers in the region has also helped in influencing the market for plywood. Amid the COVID-19 crisis, the global market for Plywood estimated at US$49.7 Billion in the year 2020, is projected to reach a revised size of US$84.5 Billion by 2027, growing at a CAGR of 7.9% over the period 2020-2027.

The Indian plywood market is primarily driven by the growing number of construction activities and the expanding home furnishing sector. The Indian plywood market reached a value of INR 222.5 Billion in 2020 and is expected to grow at a CAGR

of 4.3% during 2021-2026. Growing preference for traditional furniture in bedrooms and living rooms has furthermore steered the wood based panel market demand over the years.

The year 2020 brought forth many changes that will shape future trends in the marketplace for numerous industries. This is especially true in the furniture industry, where trends come and go in both style and substance as well as in the way furniture is marketed to consumers. The pandemic has given rise to new market trends and with a large percentage of employees working remotely, the demand for home-office furniture has almost tripled. 2021 for the furniture industry will be interesting, to say the least. Consumer wants and needs have changed drastically over the last year, and while they, of course, will always need furniture, the way they shop for it, presents new challenges for the industry.

In the post-pandemic context, the budget has also substantially enlarged the spending envelope in sectors like infrastructure creation for pump-priming economic growth. The economy looks well set on its pathway to recovery and revival and the roadmap that the government is charting, particularly in terms of the well-received recent budget have made the right moves towards this end. Despite the second wave of coronavirus, the recovery in economy is resilient with sustained improvement in majority of high frequency indicators.

Keeping in mind the changing shopping trends, Century Ply had launched its online shopping platform ''CenturyPly e-shop'' across the Country. The e-shop enables a seamless buying experience for the consumers allowing them to buy directly from the Company''s website. Consumers are assured regarding authenticity and quality of the products and are saved from getting duped because of presence of duplicate products in market. The Company also forayed into the Indian e-commerce platform by associating with e-commerce giants, Flipkart and Amazon. This was a first-of-its-kind association where the country''s leading building material company has stepped into the e-commerce service to leverage the spike in online shopping and digital consumption amidst the pandemic.

The positive impact on real estate with the pre-budget sanction of H25000 crore by the government for completion of 1600 stalled projects and extension of exemptions for affordable housing during budget promises to provide some kinetic energy to the snail paced sector. After Budget, the growing positivity in markets is also helping the producers and traders to expand the product variety and network. Post Budget of 2021-22, what looks imminent is a huge possibility of building material consumption with growth in construction of new highways and public facilities because government is committed to spend big with huge capital expenditure. Healthcare, Railways, Education, Warehousing and booming Industrial growth are going to be immediate demand drivers. This budget is certainly a booster shot, which will be evident with speedy growth. Threshold for the deeming of stamp duty value for transfer of specified residential units by the real-estate developer has been increased from 10%

to 20%. It is expected that given the present circumstances, plywood and particle board market will grow by 16%, Decorative laminate by 12% and MDF by 20% in FY22.

The demand for wooden furniture in the Indian market is mainly driven by the residential sector. Nowadays, consumers are replacing their furniture more frequently than in the past, which is largely due to increasing standards of living and a steady increase in disposable income across the board. These are some of the factors driving the continuous growth of the Furniture market. Moreover, aesthetic reasons coupled with the need for consumers to be comfortable in their apartment, as evidenced by the Living Room and Dining Room segment being the largest segment of the Furniture market, and the adoption of online shopping are major contributing factors to the constant growth of the market.

The global wood based panels market has been segmented on the basis of product and application. The product segment is classified into MDF, HDF, OSB, particleboard, softwood, plywood, and others. The application segment is divided into construction, furniture and packaging. The construction segment is further bifurcated into floors & roofs, windows & doors, siding, and others. Similarly, the furniture segment is sub-segmented into residential and commercial.

Globally, MDF accounts for the largest market share of around 45% in the overall wood based panels market and this is also expected to witness high growth rate over the coming years. This is attributed to the broad application used in vertical and horizontal wood based panels across the construction industry. The versatility of the product and its wide range of applications in the construction industry make it a likely contender. High demand for MDF products used for manufacturing flooring, furniture, and cabinetry, is projected to drive the overall market.

FUTURE PLANS OF EXPANSION

The Company''s Medium Density Fiber (MDF) Board unit at Hoshiarpur in Punjab with an installed capacity of 198000 CBM per year, attained full capacity utilisation during FY 2020-21. With growing demand for the Company''s MDF board, the Company has initiated steps for expansion of capacity of this unit at a CAPEX of approx. H200 Crore. Post expansion, the capacity of this unit would increase to 330000 CBM per year. The Company is also in the process of setting up a new unit in the State of Punjab for manufacturing of veneer and plywood with a capacity of 60000 CBM per year at a CAPEX of approx. H75 Crore. This is expected to be operational within the first quarter of FY 2022-23.

The newly set-up veneer manufacturing unit of the Company''s wholly owned subsidiary Century Gabon SUARL at Gabon in Africa also started its commercial production on 8th February, 2021 with an operating capacity of peeling 200 CBM of timber per day. This unit has the advantage of availability of abundant Okoume timber required for production of face veneer. This unit will serve as a backward integration for securing availability of raw material for Century Ply.

The Company''s wholly owned Subsidiary, Century Panels Ltd. has also initiated steps for setting up a new unit in the state of Andhra Pradesh for manufacturing of MDF boards with a capacity of 231000 CBM per year at a CAPEX of approx. H500 Crore. This is expected to be operational within the first quarter of FY 2023-24.

The Company''s proposed capex plans for setting up a Particle Board and MDF unit in Uttar Pradesh has got on hold, pending decision of the National Green Tribunal which had quashed all provisional licenses issued by the Uttar Pradesh government for establishing new wood-based industries in the State.

Traditionally the Company has been operating in premium or upper segment of plywood market. However, the value segment (H80-100 per sq. ft. at consumer price) is the largest segment and is 4 to 5 times the size of the premium segment. With Government''s focus also shifting towards affordable housing, the value segment will drive the future growth of the Company. The Company with its economy segment product like ''Bond710'', ''Sainik'' and ''Sainik710'' is constantly increasing its capacities and penetrating the mid-market and affordable segments. Our value product Sainik 710 has grown by 19% on a year on year basis and now contributes to almost 16.5% of the total mix. The Company continues its focus on the premium segment and is investing heavily on brand positioning for ensuring that the Centuryply brand occupies a distinct position, relative to competing brands, in the mind of the customers.

With operation of two Container Freight Stations, your Company already has a marked presence in the logistic segment. The Company is exploring the possibilities of widening its product offerings in this segment with activities like cargo handling, stevedoring, Steamer Agency businesses and reconstruction/ rejuvenation of Ports.

CHANGE IN NATURE OF BUSINESS, IF ANY

There has not been any change in the nature of business of the Company during the FY ended 31st March, 2021.

SUBSIDIARIES

CHANGES IN SUBSIDIARIES

As on 31st March, 2021, your Company had 11 subsidiaries and 3 step-down subsidiaries. These subsidiaries were Auro Sundram Ply & Door Pvt. Ltd., Century MDF Ltd., Ara Suppliers Pvt. Ltd., Arham Sales Pvt. Ltd., Adonis Vyaper Pvt. Ltd., Apnapan Viniyog Pvt. Ltd., Century Infotech Ltd., Century Panels Ltd., Centuryply Myanmar Pvt. Ltd., Century Ply (Singapore) Pte. Ltd. and Century Gabon SUARL and step-down subsidiaries were Asis Plywood Ltd., Century Ply Laos Co. Ltd., Century Huesoulin Plywood Lao Co., Ltd. There are no associate or joint venture companies within the meaning of Section 2(6) of the Companies Act, 2013.

During the year, the Company''s shareholding went up marginally in its overseas subsidiary Century Ply (Singapore) Pte. Ltd. from 90.60% to 90.65% owning to further allotment of shares to it. Further, the Company approved a proposal to acquire the

remaining 39.94% of the share capital of its subsidiary company ''Century Infotech Ltd.'' from other shareholders.

OPERATIONS

There has been no material change in the nature of the business of the subsidiaries/ step-down subsidiaries during the year under review.

Auro Sundram Ply & Door Pvt. Ltd. is engaged in the manufacturing of plywood and allied products from eco-friendly agro-forestry timber and operating a plywood unit at Roorkee in Uttarakhand.

Considering the increasing demand for MDF, Century Panels Ltd. has initiated steps for setting up a new unit in the state of Andhra Pradesh for manufacturing of Medium Density Fiber boards (MDF) with a capacity of 231000 CBM per year at a CAPEX of approx. H500 Crore. This is expected to be operational within the first quarter of FY 2023-24.

Ara Suppliers Pvt. Ltd., Arham Sales Pvt. Ltd., Adonis Vyaper Pvt. Ltd. and Apnapan Viniyog Pvt. Ltd. jointly own and hold some land in Kolkata which is yet to be developed. Century Infotech Ltd. is engaged in the business of e-commerce, e-shopping, online information services, online application integration including buying, selling, marketing, trading and dealing in various kinds of products and services. Its operations are however currently suspended. Century MDF Ltd. and Asis Plywood Ltd. are presently not operational.

Centuryply Myanmar Pvt. Ltd. is operating a veneer and plywood unit near Yangon city in Myanmar and is supplying the same primarily to our Company.

Century Gabon SUARL has started its commercial production on 8th February, 2021 with an operating capacity of peeling 200 CBM of timber per day. This unit has the advantage of availability of abundant Okoume timber required for production of face veneer. This unit will serve as a backward integration for securing availability of raw material for Century Ply.

In the wake of Covid-19, the Company''s Subsidiaries had suspended their production and distribution facilities temporarily and moved to ''work from home'' policy for all its employees at the beginning of the current financial year, adhering to the guidelines issued by the governing authorities of the respective countries. Gradually, with the changing directives, they became fully operational from first week of June after taking requisite measures for ensuring safety and well-being of employees and workers.

POLICY ON MATERIAL SUBSIDIARIES

The Company''s policy for determining material subsidiaries in accordance with Regulation 16(1)(c) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (''Listing Regulations'') is available on the website of the Company at https://www.centuryply.com/codes-policies/CPIL-Policy-on-material-subsidiary.pdf

FINANCIAL POSITION & PEFORMANCE

The Company monitors performance of subsidiary companies, inter alia, by the following means:

> Financial statements of the subsidiary companies are reviewed by the Company''s Audit Committee.

> Major investments made by the subsidiaries are reviewed quarterly by the Company''s Audit Committee.

> Minutes of Board meetings of subsidiary companies are placed before the Company''s Board regularly.

> Significant transactions and arrangements entered into by subsidiary companies are placed before the Company''s Board.

Pursuant to the provisions of Section 129(3) of the Companies Act, 2013, a statement in Form No. AOC-1, containing the salient features of financial statements of the Company''s subsidiaries is appended as Annexure ''1'' to this Report.

The Contribution of the subsidiaries to the overall performance of the Company during the year is given in note no. 47 of the Consolidated Financial Statement.

ACCOUNTS

CONSOLIDATED FINANCIAL STATEMENTS

The consolidated financial statements of the Company and its subsidiaries for FY 2020-21 are prepared in compliance with the applicable provisions of the Companies Act, 2013 and as stipulated under Regulation 33 of the Listing Regulations as well as in accordance with the Indian Accounting Standards notified under the Companies (Indian Accounting Standards) Rules, 2015.

Company and its subsidiaries for FY 2020-21 along with Auditor''s Report thereon forms part of this Annual Report.

Further, pursuant to the provisions of Section 136 of the Companies Act, 2013, Annual Report of the Company, containing therein its standalone and consolidated financial statements along with relevant documents and separate audited financial statements in respect of each of the subsidiaries, are available on the website of the Company, www.centuryply.com under the ''Investors'' section.

The Financial Statements along with audit reports thereto in respect of the Company''s subsidiaries are available for inspection by the Members at the Registered Office of the Company and that of the respective subsidiaries during working days between 11.00 A.M. and 1.00 P.M. Shareholders interested in obtaining a copy of the audited financial statements of the subsidiary companies may write to the Company Secretary at the Company''s registered office.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All contracts/ arrangements/ transactions with related parties, entered into or modified by the Company during the Financial Year 2020-21, were on an arm''s length basis and not ''material''. The said transactions with Related Parties were entered into for the benefit and in the interest of your Company and its stakeholders. These transactions were inter alia based on various considerations such as business exigencies, synergy in operations, the policy of the Company and resources of the Related Parties. There was no material related party transaction made by the Company during the year requiring shareholders'' approval under Regulation 23(4) of the Listing Regulations or Section 188 of the Companies Act, 2013 read with Rules made thereunder. The approval of the Audit Committee was sought for all related party transactions. Certain transactions which were repetitive in nature were approved through omnibus route. A statement of transactions entered into pursuant to the approvals so granted is placed before the Audit Committee and the Board of Directors on a quarterly basis. All the transactions were in compliance with the applicable provisions of the Companies Act, 2013 and Listing Regulations.

During the year, the Company had not entered into any contract/ arrangement / transaction with related parties which could be considered material in terms of the Company''s Policy on Materiality of and dealing with Related Party Transactions. Accordingly, the disclosure of Related Party Transactions as required under Section 134(3) (h) of the Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014 in Form AOC-2 is not applicable.

The Related Party Disclosures in terms of Regulation 34(3) read with Part A of Schedule V of the Listing Regulations is provided under note no. 41 of the Notes to the Financial Statements. There are no materially significant transactions with related party which may have a potential conflict with the interest of the Company at large.

The Company, in terms of Regulation 23 of the Listing Regulations submits within 30 days from the date of publication of its standalone and consolidated financial results for the half year, disclosures of related party transactions on a consolidated basis, in the format specified in the relevant accounting standards for annual results to the stock exchanges. The said disclosures can be accessed on the website of the Company, https://www. centuryply.com.

Your Company''s Policy on materiality of and dealing with Related Party Transactions as formulated and adopted by the Board of Directors in terms of Regulation 23(1) of the Listing Regulations, may be accessed on the Company''s website at: https://www. centuryply.com/codes-policies/Policy-on-Materiality-of-and-dealing-with-related-party-transcations.pdf. The Policy intends to regulate transactions between the Company and its Related Parties based on the applicable laws and regulations and also lays down mechanism for identification, approval, review and reporting of such transactions.

PUBLIC DEPOSITS

During the Financial Year 2020-21, the Company has not invited, accepted or renewed any public deposits covered under Section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014. As such, no amount on account of principal or interest on public deposits was outstanding as on the date of the Balance Sheet.

AUDITORS

STATUTORY AUDITORS

M/s Singhi & Co, Chartered Accountants (ICAI Firm Registration No. 302049E) has been your Company''s Auditors since 2014. In terms of the provisions of Section 139 of the Companies Act, 2013 read with provisions of the Companies (Audit and Auditors) Rules, 2014, as amended, the Members at the Thirty-Eighth Annual General Meeting (AGM) held on 4th September, 2019, approved their re-appointment as Statutory Auditors of the Company for a second term of five consecutive years, i.e., from the conclusion of the Thirty-eighth AGM until the conclusion of Forty-third AGM to be held in the calendar year 2024. The

requirement to place the matter relating to appointment of auditors for ratification by Members at every AGM has been done away by the Companies (Amendment) Act, 2017 with effect from 7th May, 2018. Accordingly, no resolution is being proposed for ratification of appointment of statutory auditors at the ensuing AGM. The Statutory Auditors were present in the last AGM.

STATUTORY AUDITORS'' REPORT

The Statutory Auditors'' Report "with an unmodified opinion" given by M/s. Singhi & Co, on the Standalone and Consolidated Financial Statements of the Company for the Financial Year ended 31st March, 2021, is appended in the Financial Statements forming part of this Annual Report. There has been no qualification, reservation, adverse remark or disclaimer given by the Statutory Auditor in their Report for the year under review.

The Notes on Financial Statements referred to in the Auditors'' Report are self-explanatory and do not call for any further comments.

SECRETARIAL AUDIT

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Regulation 24A of the Listing Regulations, the Board had appointed M/s MKB & Associates, a firm of Company Secretaries in Practice, as Secretarial Auditor to conduct the Secretarial Audit of the Company for the Financial Year 2020-21. The Report of the Secretarial Audit in Form MR-3 is appended hereto as Annexure ''3''.

The said Secretarial Audit Report does not contain any qualification, reservation, adverse remark or disclaimer.

No frauds have been reported by the Statutory Auditor or the Secretarial Auditor of the Company during the year under review.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

I. INDEPENDENT DIRECTORS:

(a) CHANGES IN INDEPENDENT DIRECTORS:

Pursuant to the provisions of Section 149 and 152 read with Schedule IV of the Companies Act, 2013 and the Rules made thereunder, the shareholders at the Annual General Meeting held on 9th September, 2020 inter alia, confirmed appointment of Sri Amit Kiran Deb (DIN: 02107792) as an Independent Director with effect from 1st April, 2020 to 30th September, 2023.

Sri Santanu Ray (DIN: 00642736) ceased to be a Director on 31st March, 2021 upon completion of his second term as Independent Director. The Board places on record its appreciation for his invaluable contribution and guidance. In terms of Section 149(11) of the Companies Act, 2013, no Independent Director shall hold office for more than two consecutive terms.

Based on recommendation of Nomination & Remuneration Committee, the Board of Directors at its meeting held on 9th February, 2021, appointed Sri Naresh Pachisia (DIN: 00233768) as an Additional Director in the Independent category, with effect from 1st April, 2021 for a term of three years ending on 31st March, 2024, subject to approval of the shareholders of the Company at the ensuing Annual General Meeting. The Board of Directors of your Company recommends his appointment.

The Company had received a notice in writing from a member under Section 160 of the Companies Act, 2013, proposing the candidature of Sri Naresh Pachisia for the office of Independent Director of the Company.

The Company had also received from Sri Naresh Pachisia (i) consent to act as Director in writing in Form DIR-2 pursuant to Rule 8 of Companies (Appointment and Qualification of Directors) Rules, 2014, (ii) disclosure in Form DIR-8 pursuant to Rule 14(1) of the Companies (Appointment and Qualification of Directors) Rules, 2014 to the effect that he is not disqualified under sub section (2) of Section 164 of the Companies Act, 2013 and (iii) declaration to the effect that he meets the criteria of independence as prescribed both under sub-section (6) of Section 149 of the Act, Rules thereunder and under the Listing Regulations.

The detailed profile of Sri Naresh Pachisia and particulars of his experience, skill and attributes that qualify him for Board Membership together with other details as required under the Companies Act, 2013, Secretarial Standards and Listing Regulations, are given in the explanatory statement attached to the Notice of the ensuing Annual General Meeting. His appointment is subject to the approval of shareholders.

(b) DECLARATION BY INDEPENDENT DIRECTORS

Pursuant to the provisions of Section 149 (7) of the Companies Act, 2013 read with Rules made thereunder and in terms of Regulation 25(8) of Listing Regulations, the independent directors have submitted declarations confirming that:

i. they meet the criteria of independence as prescribed under Section 149(6) of the Companies Act, 2013 along with Rules framed thereunder and Regulation 16(1)(b) of the Listing Regulations and that during the year, there has been no change in the circumstances affecting their status as an Independent Director.

ii. in terms of Regulation 25(8) of the Listing Regulations, they are not aware of any circumstance or situation, which exist or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgment and without any external influence.

The Independent Directors have complied with the Code of Conduct as formulated by the Company and also with the Code for Independent Directors prescribed in Schedule IV to the Companies Act, 2013

Further, in terms of Rule 6(3) of the Companies (Appointment and Qualification of Directors) Rules, 2014, the Independent Directors have also confirmed compliance with the provisions of Rule 6(1) and 6(2) of the said Rules with respect to inclusion of their names in the Independent Director''s database maintained by the Indian Institute of Corporate Affairs at Manesar.

During the year under review, the non-executive directors of the Company had no pecuniary relationship or transactions with the Company, other than sitting fees, commission and reimbursement of expenses incurred by them for the purpose of attending meetings of the Board / Committee of the Company and save and except one transaction as detailed in Note no. 41(b) of the Notes to the Financial Statements.

Your Company believes that a Board which is well informed will contribute significantly to management of current and potential strategic issues. Pursuant to provisions of Regulation 25(7) of the Listing Regulations and Schedule IV of the Companies Act, 2013, the Company has a structured programme for orientation and training of Independent Directors so as to enable them to understand the Company - its operations, business, industry and environment in which it functions. The programme is designed to enable the Independent Directors to play a meaningful role in the overall governance processes of the Company. The provision of an appropriate induction programme for new Directors and ongoing training for existing Directors is a major contributor to the maintenance of high Corporate Governance standards of the Company.

A detailed overview of the Company''s familiarisation program can be accessed through web-link: https://www. centuryply.com/codes-policies/Familiarization-Programme-for-Independent-Directors.pdf.

Your Company conducted a familiarisation programme for all its Independent Directors wherein presentation was made by a competent professional giving an in-depth analysis of the latest amendments in the provisions relating to Corporate Social Responsibility and other amendments in Companies Act and various SEBI Regulations. The details of such Familiarisation programme for the Independent Directors conducted during the year under review has been uploaded on the website of the Company and is available at the web-link: https://www.centuryply.com/investor-information/Familiarization-Programme-Details_2020-21.pdf.

Presentations, during Board Meetings, were also made by the Company Secretary giving an in-depth analysis of the regulatory amendments and requirements of the Companies Act and various SEBI Regulations. The senior management and functional heads of your Company periodically makes presentation to apprise the Independent Directors of the domestic/ overseas industry scenario, business model of the Company and its strategic priorities.

Further, at the time of the appointment of an Independent Director, the Company issues a formal letter of appointment outlining his / her role, function, duties and responsibilities. Newly appointed Independent Directors are provided an introductory kit containing Memorandum and Articles of Association of the Company, organisational structure, set of major statutory and internal policies of the Company, Board and Committee structure and details about the Company''s subsidiaries. Independent Directors are provided with necessary documents/brochures, reports and policies to enable them to familiarize with the Company''s procedures and practices. Inter-active sessions with Board and Committee members, Business and Functional Heads are also organised for the Independent Directors.

Your Company hosts site visits to the Company''s factory locations for the Independent Directors to enable them to understand the operations of the Company. Apart from in-house programme, the Independent Directors are also encouraged to participate in various training sessions to update and refresh their skills and knowledge. Apart from this, each Director of the Company has complete access to information relating to the Company. Independent Directors have the freedom at all times to interact with the Company''s management.

(d) STATEMENT REGARDING INDEPENDENT DIRECTOR

The Board opined that your Company has been fortunate over the years to have experienced persons from diverse fields as Independent Directors on its Board. In the opinion of the Board, the Independent Directors are highly skilled and their expertise provides a unique contribution to the Board''s overall effectiveness. Further, the Independent Directors maintained high standard of ethics and demonstrated

highest level of integrity including maintaining utmost confidentiality and identifying, disclosing and managing conflicts of interest.

II. NON- INDEPENDENT DIRECTORS:

(a) CHANGES IN NON-INDEPENDENT DIRECTORS:

The Board of Directors at its meeting held on 9th February, 2021, appointed Sri Rajesh Kumar Agarwal (DIN- 00223718) as an Additional Director in the Executive category with effect from 9th February, 2021 for a period of three years subject to approval of the shareholders of the Company at the ensuing Annual General Meeting.

The Company had received a notice in writing from a member under Section 160 of the Companies Act, 2013, proposing the candidature of Sri Rajesh Kumar Agarwal for the office of Non-independent Director of the Company.

The Company has received from Sri Rajesh Kumar Agarwal

(i) consent to act as Director, if appointed, in writing in Form DIR-2 pursuant to Rule 8 of Companies (Appointment and Qualification of Directors) Rules, 2014 and (ii) disclosure in Form DIR-8 pursuant to Rule 14(1) of the Companies (Appointment and Qualification of Directors) Rules, 2014 to the effect that he is not disqualified under sub section (2) of Section 164 of the Companies Act, 2013.

Sri Rajesh Kumar Agarwal is the son of Late Hari Prasad Agarwal, erstwhile Vice- chairman and Executive Director. He has already been working with the Company as President-Admin/IT/ Purchase/Logistics. The Board of Directors of your Company recommends his appointment.

The Board regretfully report the sad demise of Sri Hari Prasad Agarwal, Vice - chairman and Executive Director of the Company on 18th December, 2020. The Board further expresses its heartfelt condolences for his untimely death and wishes to put on record their sincere and deep appreciation for his invaluable guidance and contribution from time to time in building up the Company''s growth.

(b) RETIREMENT BY ROTATION:

Pursuant to the provisions of Section 152(6)(c) of the Companies Act, 2013, Sri Vishnu Khemani and Sri Keshav Bhajanka, being longest in office, retire by rotation, and being eligible, offer their candidature for re-appointment as Directors. In view of their considerable experience and contribution to the Company, the Board recommends their re-appointment. Their detailed profiles and particulars of experience, skill and attributes that qualify them for Board Membership together with other details as required under the Companies Act, 2013, Secretarial Standards and Listing Regulations, are given in the explanatory statement attached to the Notice of ensuing Annual General Meeting of the Company.

III. KEY MANAGERIAL PERSONNEL

Pursuant to the recommendation of the Nomination and Remuneration Committee, the Board of Directors at its meeting held on 10th November, 2020 reappointed Sri Keshav Bhajanka as an Executive Director of the Company for a further period of five years with effect from 28th January, 2021; Sri Sajjan Bhajanka was reappointed as Chairman and Managing Director of the Company for a further period of five years with effect from 1st April, 2021; Sri Sanjay Agarwal and Sri Ajay Baldawa, were reappointed as CEO & Managing Director and Executive Director (Technical) respectively for a further period of five years with effect from 1st July, 2021.

The Board, further at its meeting held on 9th February, 2021, on recommendations made by the Nomination and Remuneration Committee, appointed Sri Rajesh Kumar Agarwal as an Executive Director of the Company for a period of three years, with effect from 9th February, 2021. All the aforesaid appointment/ re-appointment are subject to approval of the shareholders at the ensuing Annual General Meeting.

Since Sri Sajjan Bhajanka would be attaining the age of 70 years on 3rd June, 2022, his re-appointment for a term of five years is subject to approval of the shareholders by way of a special resolution. His reappointment is further subject to compliance of Regulation 17(1B) of the Listing Regulations which is scheduled to become effective on 1st April, 2022, where upon, Sri Bhajanka shall, at his discretion, opt to continue either as the Chairman or as Managing Director of the Company. The Board of Directors of your Company accordingly recommends his reappointment.

Sri Hari Prasad Agarwal, Vice - chairman and Executive Director of the Company left for heavenly abode on 18th December, 2020.

Apart from the above, there has not been any change in Key Managerial Personnel during the Financial Year ended 31st March, 2021.

IV. INTER-SE RELATIONSHIPS BETWEEN THE DIRECTORS

None of the Directors of the Company are related inter-se, except for Sri Keshav Bhajanka who is the son of Sri Sajjan Bhajanka, Chairman and Managing Director and Smt. Nikita Bansal, who is the daughter of Sri Sanjay Agarwal, CEO & Managing Director.

MEETINGS

MEETINGS OF BOARD OF DIRECTORS

During the year under review, the Board met four times, i.e., on 26th June, 2020, 12th August, 2020, 10th November, 2020 and 9th February, 2021. The details of the Meetings held during the year are given in the Corporate Governance Report forming part of the Annual Report.

MEETINGS OF INDEPENDENT DIRECTORS

During the year under review, the Independent Directors met once on 14th January, 2021 without the presence of NonIndependent Directors and members of the Management, inter alia to:

â¢ Review the performance of Non-Independent Directors, the Board as a whole and that of its Committees;

â¢ Review the performance of the Chairman of the Company, taking into account the views of Executive Directors and Non-Executive Directors; and

MANAGERIAL REMUNERATION PARTICULARS OF MANAGERIAL REMUNERATION

Disclosure pertaining to remuneration and other details as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed to this Report as Annexure ''4''. Your Directors state that none of the Executive Directors of the Company received any remuneration or commission from any of its Subsidiaries.

PARTICULARS OF EMPLOYEES

Statement containing particulars of Top 10 employees in terms of remuneration drawn and the particulars of employees as required under Section 197 (12) of the Companies Act, 2013 read with Rule 5(2) and (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is provided in Annexure ''4'' forming part of this report.

There was no employee receiving remuneration during the year in excess of that drawn by the Managing Director or Wholetime Director and holding by himself or along with his spouse and dependent children, not less than two percent of the equity shares of the Company.

CORPORATE GOVERNANCE MEASURES DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 134(3)(c) and 134(5) of the Companies Act, 2013, the Board of Directors, to the best of their knowledge and belief, states that it had:-

(i) followed the applicable accounting standards in the preparation of the Annual Accounts for the year ended 31st March, 2021 along with proper explanations relating to material departures, if any;

(ii) 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 as at the end of the

Financial Year 31st March, 2021 and of the profit of the Company for that period;

(iii) taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) prepared the Annual Accounts of your Company for the Financial Year ended 31st March, 2021 on a ''going concern'' basis;

(v) laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

(vi) devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and were operating effectively.

MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion and Analysis report, capturing your Company''s performance, industry trends and other material changes with respect to your Company and its subsidiaries is presented in a separate section forming part of the Annual Report. The Report provides a consolidated perspective of economic, social and environmental aspects material to our strategy and our ability to create and sustain value to our key stakeholders and includes aspects of reporting as required by Regulation 34(2)(e) read with Schedule V of the Listing Regulations.

CORPORATE GOVERNANCE

Your Company''s philosophy on Corporate Governance mirrors its belief that principles of transparency, fairness and accountability towards the stakeholders are the pillars of a good governance system. The Company''s business structures, values, cultures, policies and procedures are designed to ensure that the Company is managed in a manner that meets stakeholder''s aspirations and societal expectations. The Company believes in achieving business excellence and optimizing long-term value for its shareholders on a sustained basis through ethical business conduct. Your Company is committed to adopt best Corporate Governance practices to boost long-term shareholder value without compromising the rights of the minority shareholders.

Your Company complies with the applicable provisions of the Companies Act, 2013 and applicable Secretarial Standards issued by the Institute of Company Secretaries of India. Apart from complying with the mandatory requirements, your Company also complies with certain discretionary requirements of Corporate Governance as specified in Part E of Schedule II of the Listing Regulations.

In compliance with the provisions of Regulation 34 of the Listing Regulations read with Schedule V of Listing Regulations, a Report on Corporate Governance for the Financial Year ended 31st March, 2021 along with a Certificate issued by M/s. MKB and Associates, Company Secretaries in Practice, confirming compliance with

the requirements of Corporate Governance, forms a part of the Annual Report.

CEO & CFO CERTIFICATION

In terms of Regulation 17(8) read with Schedule II Part B of the Listing Regulations, a certificate from the Chief Executive Officer and Chief Financial Officer of the Company addressed to the Board of Directors, inter alia, confirming the correctness of the financial statements and cash flow statements for the Financial Year ended 31st March, 2021, adequacy of the internal control measures and reporting of matters to the Audit Committee, is provided elsewhere in this Annual Report.

RISK MANAGEMENT

Your Company has a comprehensive risk management framework in place and a robust organizational structure for managing and reporting risks. 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. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis Your Company is conscious that how better risk management techniques may provide early signals of probable threats to the Company so that they may be addressed in time. Risk management process has been established across your Company and is designed to identify, assess and frame a response to threats that may affect achievement of its objectives.

The Company endeavours to continually sharpen its Risk Management systems and processes in line with a rapidly changing business environment. The Company, through its risk management process, aims to contain the risks within its risk appetite. There are no risks which in the opinion of the Board threaten the existence of the Company.

INTERNAL CONTROLS/ INTERNAL FINANCIAL CONTROLS AND THEIR ADEQUACY

The Company has a well-defined delegation of power with authority limits for approving contracts as well as expenditure. Processes for formulating and reviewing annual and longterm business plans have been laid down. The Company uses a state-of-the-art enterprise resource planning (ERP) system that connects all parts of the organization, to record data for accounting, consolidation and management information purposes. It has continued its efforts to align all its processes and controls with global best practices.

Standard operating procedures have been laid down to guide the operations of the business. Unit heads are responsible to ensure compliance with the policies and procedures laid down by the management. Robust and continuous internal monitoring mechanisms and review processes ensure that such systems are reinforced on an ongoing basis and updated with new / revised standard operating procedures in order to align the same with the changing business environment.

Based on its evaluation (as defined in section 177 of Companies Act 2013 and Clause 18 read with Part C of Schedule II of the Listing Regulations), the Audit Committee has concluded that, as of 31st March, 2021, the Company''s internal financial controls were adequate and operating effectively.

PERFORMANCE EVALUATION

In accordance with the ''Board Evaluation Policy'' of the Company as laid down by the Nomination and Remuneration Committee and adopted by the Board, the Independent Directors at their separate Meeting held on 14th January, 2021, collectively reviewed the performance of the non-independent Directors, the Board as a whole and that of its Committees. The performance of the Chairman of the Company was also reviewed after taking into account the views of executive directors and non-executive directors. The Independent Directors also assessed the quality, quantity and timeliness of flow of information between the Company''s management and the Board. The Nomination and Remuneration Committee, at its meeting held on 21st January, 2021, carried out evaluation of performance of all Independent Directors.

The Board, at its meeting held on 9th February, 2021 discussed and took on record the performance evaluation carried out by the Independent Directors and by the Nomination and Remuneration Committee. Thereafter, the Board carried out an evaluation of its own performance and that of its Committees.

The individual performance of all Directors (including the Independent Directors) was also carried out by the entire Board without the presence and participation of the Director being evaluated.

Parameters and process applied for carrying out the evaluation has been discussed in detail in the Corporate Governance Report.

Based on the evaluations, the performance of the Board, its Committees and Individual Directors, including that of Chairman and Independent Directors, was found to be satisfactory. The Board and its Committees had been highly effective in achieving their respective charters of monitoring the overall performance of the Company, overseeing the performance of the management and thus upholding high standards of corporate governance. The board meetings were well run and the members of the Board acted with sufficient diligence and care. The Chairman had been instrumental in fostering and promoting the integrity of the Board while nurturing a culture where the Board works harmoniously for the long-term benefit of the Company and all its stakeholders. He continuously guides the Board for effective governance structure in the Company, displaying professionalism, efficient leadership and decisiveness in his judgements.

The evaluation process endorsed the Board Members''confidence in the ethical standards of the Company, cohesiveness amongst the Board Members, constructive relationship between the Board and the Management and the openness of the Management in sharing strategic information to enable Board Members to discharge their responsibilities

COMMITTEES OF BOARD OF DIRECTORS

As on the date of this Report, the Board has seven Committees out of which five have been mandatorily constituted in compliance with the requirements of Companies Act, 2013 and Listing Regulations and two non-mandatory Committees have been constituted to enhance the objectivity and independence of the board''s judgment and to increase the efficacy of governance. The Board has adopted charters setting forth the roles and responsibilities of each of the Committees. The Board has constituted following Committees to deal with matters and to monitor activities falling within their respective terms of reference:-

Mandatory Committees

> Audit Committee

> Nomination and Remuneration Committee

> Stakeholders Relationship Committee

> Risk Management Committee

> Corporate Social Responsibility Committee

Non-mandatory Committees

> Share Transfer Committee

> Finance Committee

POLICIES AND CODES REMUNERATION POLICY

Your Company''s policy on appointment and remuneration of Directors, Key Managerial Personnel and Senior Management Personnel including criteria for determining qualifications, positive attributes and independence of a Director and other matters as required under Section 178(3) of the Companies Act, 2013, is available on it''s website at https://www.centuryply. com/codes-policies/Remuneration-policy.pdf. The same is also appended as ''Annexure 5'' to this Report. During the year under review, there was no change in the Company''s Remuneration Policy.

Your Company''s Remuneration Policy is directed towards providing a well-balanced and performance-related compensation package, taking into account shareholder interests, industry standards and relevant Indian corporate regulations. Further, it aims to attract, retain and motivate highly qualified members for the Board and other executive level and ensure their long term sustainability. The Policy is designed to ensure that:

a) the Company is able to attract, retain and motivate highly qualified members for the Board and other executive level and ensure their long term sustainability.

c) remuneration of the Directors and other Executives are aligned with the business strategy and risk tolerance, objectives, vision, values and long-term interests of the Company.

Selection and procedure for nomination and appointment of Directors

The Nomination and Remuneration Committee (''NRC'') is responsible for developing competency requirements for the Board based on the industry and strategy of the Company. The Board composition analysis reflects in-depth understanding of

the Company, including its strategies, environment, operations, financial condition and compliance requirements.

The NRC conducts a gap analysis to refresh the Board on a periodic basis, including each time a Director''s appointment or re- appointment is required. The NRC reviews and vets the profiles of potential candidates vis-a-vis the required competencies, undertakes due diligence and meets potential candidates, prior to making recommendations of their nomination to the Board.

Criteria for determining qualifications, positive attributes and independence of a Director

BOARD DIVERSITY POLICY

Your Company recognizes and embraces the importance of a diverse Board in its success and aims to attract and maintain a Board which has an appropriate mix of diversity, skills, experience and expertise. The Board composition as on the date of this report meets the above objective. Your Company believes that attracting, recruiting and retaining a diverse team at the Board level will enhance Company''s reputation and will help the ( Company in furtherance of its objectives. Your Company has over the years been fortunate to have eminent persons from diverse fields as Directors on its Board. The Company believes that a truly diverse Board leverages differences in thought, perspective, knowledge, skill, regional and industry experience, cultural and geographical background, age, ethnicity and gender that will help the Company retain its competitive advantage.

and Remuneration Committee of the Company responsible for monitoring and assessing the composition and performance of the Board, as well as identifying appropriately qualified persons to occupy Board positions.

The Board Diversity Policy of the Company is available on our website at https://www.centuryply.com/codes-policies/Board-Diversity-Policy.pdf.

Moving beyond the Board, the Company also believes and puts into practice the fact that diversity and inclusion at workplace helps nurture innovation, by leveraging the variety of opinions and perspectives coming from employees with diverse age, gender and ethnicity.

WHISTLE BLOWER POLICY/ VIGIL MECHANISM

The Company believes in the conduct of the affairs of its constituents in a fair and transparent manner by adopting the highest standards of professionalism, honesty, integrity and ethical behaviour. Pursuant to Section 177(9) of the Companies Act, 2013 and Regulation 22 of the Listing Regulations, a Whistle Blower Policy was adopted and vigil mechanism was established for directors and employees to report to the management instances of unethical behaviour, actual or suspected, fraud or violation of the Company''s code of conduct that could adversely impact the Company''s operations, business performance and / or reputation, with clear and adequate safeguards against victimization of whistle blowers. This Policy was amended on 12th August, 2020 and 10th June, 2021.

Your Company encourages honesty from and among its Employees and promotes zero tolerance towards corruption, illegal and unethical behaviour. Your Company''s Whistle Blower Policy/ Vigil mechanism provides a channel to the Employees and Directors of the Company to report genuine concerns about unethical behaviour, actual or suspected incidents of fraud or instances of leakage/ suspected leakage of unpublished price sensitive information or violation of the Company''s Code of Conduct and/ or the Insider Trading Code adopted by the Company. The Policy also provides complete confidentiality of the matter so that no unfair treatment is meted out to the Whistle Blower for reporting any concern. The Policy provides that the Vigilance and Ethics Officer of the Company investigates such incidents, when reported, in an impartial manner and takes appropriate action to ensure that requisite standards of professional and ethical conduct are always upheld.

The Audit Committee oversees the implementation of the Whistle Blower Policy which provides for direct access to the Chairman/ CEO/ Chairman of the Audit Committee in exceptional cases. The said policy is available on the Company''s website at: https://www. centuryply.com/codes-policies/Vigil-Mechanism-Policy-CPIL.pdf.

During the Financial Year ended 31st March, 2021, no case was reported under this policy. Further, no employee or Director was denied access to the Audit Committee or its Chairman.

RISK MANAGEMENT POLICY

The Board of Directors of the Company has formed a Risk Management Committee to frame, implement and monitor the risk management plan for the Company. The Committee is responsible for monitoring and reviewing the risk management plan and ensuring its effectiveness. Your Company''s policy on Risk Management is designed to minimise the adverse consequence of risks on business objectives of the Company. The Board is kept informed about the risk assessment and minimization procedures. The risk management framework is reviewed periodically by the Board and the Audit Committee. The Audit Committee has additional oversight in the area of financial risks and controls. The major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis.

The development and implementation of Risk Management Policy has been covered in the Management Discussion and Analysis, which forms part of this report.

POLICY ON PREVENTION OF SEXUAL HARASSMENT

Your Company firmly believes in providing a safe, supportive and friendly workplace environment - a workplace where our values come to life through underlying behaviour. Positive workplace environment and a great employee experience are integral parts of our culture. Your Company believes in providing and ensuring a workplace free from harassment and gender-based discrimination. The Company is an equal opportunity provider and continuously strives to build a work culture which promotes the respect and dignity of all employees across the Organization.

Your Company has adopted a policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 (India) and the Rules thereunder. The Policy intends to provide a sense of security at the workplace which in turn improves women''s participation at work, resulting in their economic empowerment and inclusive growth. The Policy serves as a guide for employees to report sexual harassment cases at workplace and our process ensures complete anonymity and confidentiality of information. The said Policy is available on your Company''s website www.centuryply. com. The Company continuously invests in enhancing the awareness on the Policy across its workforce.

Your Company has a robust mechanism in place to redress complaints reported under it. There is an Internal Complaints Committee (ICC) comprising of internal members and an external member who has extensive experience in the field. Adequate workshops and awareness programme against sexual harassment are conducted across the organization. Aggrieved woman may report complaints to the ICC formed for this purpose or to any member thereof or to the location head, who is also a member of the ICC.

During the year, no complaint regarding sexual harassment was received by the said Committee.

DIVIDEND DISTRIBUTION POLICY

Pursuant to Regulation 43A of Listing Regulations, the Board of Directors of the Company have formulated and adopted a progressive and dynamic Dividend Distribution Policy, ensuring the immediate as well as long term needs of the business. The same has been appended as Annexure ''6'' to this Report and is also available on the Company''s website at: https://www.centuryply. com/codes-policies/CPIL-Dividend-Distribution-Policy.pdf.

This Policy seeks to lay down a broad framework for the distribution of dividend by the Company whilst appropriately balancing the need of the Company to retain resources for the Company''s growth and sustainability. Through this policy, the Company also endeavors to maintain fairness and consistency while considering distributing dividend to the Shareholders. The Policy sets out the circumstances and different factors for consideration by the Board at the time of taking a decision on distribution or retention of profits, in the interest of providing transparency to the Shareholders. The Policy inter alia, specifies the external and internal factors including financial parameters that need to be considered while declaring dividend and the circumstances under which the shareholders of the Company may or may not expect dividend.

POLICY FOR DETERMINING MATERIALITY OF EVENTS/ INFORMATION

The Company''s Policy for determination of materiality of events/ information is available on the Company''s website at https://www.centuryply.com/codes-policies/CPIDs-Policy-for-Determination-of-Materiality.pdf. The Policy seeks to promote transparency and ensures that the stakeholders are informed regarding the major and material events of the Company. The objective of this policy is to have uniform disclosure practices and ensure timely, adequate and accurate disclosure of information on an ongoing basis.

OTHER POLICIES

Policy on ''Material Subsidiaries, Policy on Corporate Social Responsibility and Business Responsibility Policy has been discussed elsewhere in this Report. Policy on Materiality of and dealing with Related Party Transactions, Policy for Preservation of Documents, Archival Policy and Anti-Bribery and Anti- Corruption Policy are some of the other policies formulated and adopted by the Board pursuant to the requirement of Listing Regulations. These policies may be accessed on the Company''s website at www.centuryply.com.

CODE OF CONDUCT

The Company has adopted a Code of Conduct for members of its Board and for Senior Management Personnel in terms of Regulation 17(5) of the Listing Regulations. The Company, through its ''Code of Conduct for Directors and Senior Management Personnel'', provides guiding principles of conduct to promote ethical conduct of business, confirms to equitable treatment of all stakeholders, and to avoid practices like bribery, corruption and anti - competitive practices. This Code reflects the Company''s underlying ethical values and commitment to lay standards of integrity, transparency, fairness, accountability and pursuit for excellence. The Code intends to enhance integrity, ethics & transparency in governance of the Company and thereby reinforce the trust and confidence reposed in the Management of the Company by all its stakeholders. The Code has been displayed on the Company''s website at www.centuryply.com and details thereof have also been included in the Corporate Governance Report forming part of the Annual Report.

All members of the Board and Senior Management Personnel have affirmed compliance with the''Code of Conduct for Directors and Senior Management Personnel'' for the financial year 202021. A declaration to this effect signed by the CEO & Managing Director is annexed in the Corporate Governance Report.

The Senior Management of the Company have made disclosures to the Board confirming that there are no material financial and/ or commercial transactions between them and the Company that could have potential conflict of interest with the Company at large.

CODE OF CONDUCT TO REGULATE, MONITOR AND REPORT TRADING BY DESIGNATED PERSONS AND CODE OF PRACTICES AND PROCEDURES FOR FAIR DISCLOSURE OF UNPUBLISHED PRICE SENSITIVE INFORMATION

As per the provisions of SEBI (Prohibition of Insider Trading) Regulations, 2015, as amended, your Company has adopted a ''Code of Conduct to regulate, monitor and report trading by Designated Persons''. This Code was amended in line with SEBI notification dated 17th July, 2020. The key changes therein included amendment in the clause relating to non-applicability of trading window restriction, contents of digital database and payment of amount collected by the Company under this Code to SEBI for credit to the Investor Protection and Education Fund.

This Code is applicable to all the Promoters, Directors and such other persons defined as designated persons and to their immediate relatives as well. The key object of the Code is to promote transparency and fairness in dealings in the securities of the Company. The Code lays down guidelines, which advise on procedures to be followed and disclosures to be made, while dealing in shares of the Company and cautions on the consequences of non-compliances. The Code prohibits and

deters the Promoters, Directors of the Company and other specified employees and their relatives from dealing in the securities of the Company on the basis of any unpublished price sensitive information available to them by virtue of their position in the Company. The Code is available on the website of the Company at www.centuryply.com. The Company Secretary of the Company acts as the Compliance Officer for the purpose of the aforesaid Code to inter-alia monitor adherence to the PIT Regulations.

The Designated Persons of the Company have provided annual disclosure of their shareholding and other information in the format prescribed in the Code.

CORPORATE SOCIAL RESPONSIBILITY

As an integral part of our commitment to good corporate citizenship, your Company believes in actively assisting in improvement of the quality of life of people in communities, giving preference to local areas around our business operations. Towards achieving long term stakeholder value creation, the Company continues to respect the interests of and be responsive towards our key stakeholders - the communities, especially those from socially and economically backward Groups, the underprivileged and marginalized and the society at large. Your Company is known for its tradition of philanthropy and community service and has been taking several initiatives under Corporate Social Responsibility (''CSR''), well before it was prescribed through the Companies Act, 2013.

Your Company''s Policy on Corporate Social Responsibility was amended on 26th June, 2020 and 10th June, 2021 and the same can be accessed on the Company''s website at https://www.

centuryply.com/codes-policies/Policy-on-Corporate-Social-Responsibility.pdf. In terms of the requirements of Companies (Corporate Social Responsibility Policy) Rules, 2014, the Annual Report on CSR and the initiatives undertaken by the Company on CSR activities during the Financial Year 2020-21, is appended hereto as Annexure ''7'' to this Report.

BUSINESS RESPONSIBILITY

At Centuryply, we are committed to enhance value for our stakeholders together with economic and social well-being of the society and minimising the direct and indirect adverse impact of its operations on the environment. Your Company, as a responsible corporate citizen, recognizes that ethical conduct in all its functions and processes is the cornerstone of a responsible business. Your Company, through its various sustainability initiatives, focusses on creation of a future ready organisation, which can pre-empt imminent challenges and address the needs of all stakeholders. The Business Responsibility Policy adopted by your Company focuses on developing and integrating a detailed sustainability vision into its long-term strategic plan in a way that creates lasting value for its stakeholders whilst also building public trust. This is premised on striking a proper balance between economic, social and environmental performance in dealings with various stakeholders, thereby ensuring sustainable development for the Company.

The Business Responsibility Report, highlighting the Company''s approach towards creating long-term value for all its stakeholders, is appended as Annexure ''8'' to this Annual Report. The Report is aligned with National Voluntary Guidelines on Social, Environmental and Economic Responsibilities of Business released by Ministry of Corporate Affairs and is in accordance with Regulation 34(2)(f) of the Listing Regulations. The Report describes the initiatives taken by the Company from an environmental, social and governance perspective to enable Members to take well-informed decisions and to have a better understanding of the Company''s long term perspective. The Report also touches upon aspects such as Organisation''s strategy, governance framework, performance and prospects of value creation for its stakeholders.

MISCELLANEOUS ANNUAL RETURN

In terms of Section 134(3)(a) read with Section 92(3) of the Companies Act, 2013, the Annual Return of the Company has been placed on the Company''s website and can be accessed at https://www.centuryply.com/investor-information/cpil-annual-return/MGT-7.pdf.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY REGULATORS / COURTS / TRIBUNALS

During the year under review, there were no significant and material orders passed by the Regulators or Courts or Tribunals impacting the going concern status and future operations of your Company.

COMPLIANCE WITH SECRETARIAL STANDARDS AND INDIAN ACCOUNTING STANDARDS

The Board of Directors affirms that during the Financial Year 202021, the Company has complied with the 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. In the preparation of the Financial Statements, the Company has also applied the Indian Accounting Standards (Ind AS) specified under Section 133 of the Companies Act, 2013, read with Companies (Indian Accounting Standards) Rules, 2015.

CREDIT RATING

The long term credit rating of the Company was reaffirmed as [ICRA] AA- (pronounced ICRA double A minus). The rating of AA indicates high degree of safety regarding timely servicing of financial obligations and very low credit risk. The outlook on the long-term rating has been revised from ''Positive'' to ''Stable. A ''Stable'' outlook indicates expected stability (or retention) of the credit ratings in the medium term on account of stable credit risk profile of the entity in the medium term.

ICRA has also reaffirmed [ICRA] A1 (pronounced ICRA A one plus) rating for Commercial Paper (CP) programme of the Company.

GREEN INITIATIVES IN CORPORATE GOVERNANCE

In furtherance to the "Green Initiative in the Corporate Governance" undertaken by the Ministry of Corporate Affairs, Government of India, allowing paperless compliances by the Companies, your Company is sending notices, Annual Report and other communications through email to Members whose email IDs are registered with the Company/ Depository Participant(s). Members requiring physical copies can send a request to the Company.

Pursuant to the MCA General Circular No. 20/2020 dated May 5, 2020, read with the Securities and Exchange Board of India Circular No. SEBI/HO/CFD/CMD1/CIR/P/2020/79 dated May 12, 2020, Companies were dispensed with the printing and despatch of Annual Reports to Shareholders. Hence, the Annual Report of the Company for the financial year ended 31st March, 2020 was sent only through email to the Shareholders.

MCA, vide its General Circular No. 02/2021 dated 13th January, 2021 and SEBI vide its Circular No. SEBI/HO/CFD/CMD2/ CIR/P/2021/11 dated 15th January, 2021, have further extended this dispensation till 31st March, 2021. Accordingly, the Annual Report of the Company for the financial year ended 31st March, 2021 would also be sent only through email to the Shareholders.

We would greatly appreciate and encourage all our Members, who have not yet registered their e-mail addresses, to register

the same with their Depository Participant or the Registrar and Share Transfer Agent of the Company, to receive soft copies of the Annual Report, Notices and other communications from the Company.

HUMAN RESOURCE DEVELOPMENT & INDUSTRIAL RELATIONS

Your Company''s human resource practices have always been centered around employee welfare and wellness, creating an environment of collaboration and connect which has aided us to achieve industrial harmony since beginning of our operations. The Industrial Relations scenario continued to be largely positive across all the locations. Notwithstanding the challenges posed by the ongoing pandemic, the enthusiasm and unstinting efforts of the employees have enabled your Company to remain at the forefront of the Industry and to achieve ever high targets.

During the year under review, the Company''s cloud-based HR portal ''Adrenalin'', was made fully operational. This portal facilitates end-to-end HR functioning including payroll and appraisals and has been integrated seamlessly with the Company''s present ERP system. The Company''s intranet portal ''centurion'' continues to serve as an interactive platform, bringing employees together and closer to the management besides keeping them informed of the happenings in the Company. Besides this, the launch of ''Centurion Help-desk, a Whatsapp group, has also enabled time bound resolution of employee grievances.

Your Company has been proactive in providing its work-force with a right mix of challenges and opportunities, learning platforms and leading positions, safe workplace and egalitarian work culture along with professional growth and personal development. Long-service award are being organised to recognize the loyalty and commitment of employees. Performance recognition through initiatives like representation on the Company''s monthly merit board, ''Sarvada Sarvottam Ambassadors'' and âStar Centurion'' are also being carried out on a regular basis. All these initiatives coupled with quick grievance resolution mechanisms have enabled the Company to create a highly motivated pool of professionals and skilled workforce that share a passion and vision of the Company.

CONSERVATION OF ENERGY, TECHNOLOGY

ABSORPTION AND FOREIGN EXCHANGE

EARNINGS AND OUTGO

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo as stipulated under Section 134 of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014, is set out in the Annexure ''9'' to this report.

INVESTOR EDUCATION AND PROTECTION FUND

Pursuant to the provisions of Sections 124 and 125 of the Companies Act, 2013 read with Rules made thereunder, any money transferred to the Unpaid Dividend Account of a Company which remains unpaid/ unclaimed for a period of seven years from the date of such transfer shall be transferred

by the Company along with interest accrued (if any) thereon to ''Investors Education & Protection Fund'' (IEPF) constituted by the Central Government.

Members are requested to note that dividends for the Financial Year 2013-14 onwards, if remaining unclaimed for 7 years, will be transferred by the Company to IEPF on respective due dates. Shareholders who have not claimed the dividend for this period are requested to lodge their claim with the Company. The Company regularly sends reminder letters through electronic and/or physical means to all those shareholders whose dividend are lying unclaimed for any year/(s) during the last seven years requesting them to claim the same.

Pursuant to Section 124(6) of the Companies Act, 2013, read with Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (''IEPF Rules''), all shares on which dividend has not been paid or claimed for seven or more consecutive years are required to be transferred to IEPF. Accordingly, as on date, your Company has transferred 85147 shares (on which dividend remained unpaid or claimed for seven or more consecutive years) held by 382 shareholders to the demat account of IEPF authority.

In accordance with the provisions of IEPF Rules, the Company has also placed on its website www.centuryply.com, information on dividends which remain unclaimed with the Company as on the date of closure of financial year. The information is also available on the website of the Ministry of Corporate Affairs.

ANNEXURES Annexures forming part of this Report of the Directors The Annexures referred to in this Report containing information required to be disclosed are annexed as under:
Annexure	Particulars
1	Statement containing salient features of the financial statements of subsidiaries/ associate companies/ joint ventures
2	Details of Loans, Guarantees and Investments
3	Secretarial Audit Report
4	Particulars of Employees and Managerial Remuneration
5	Remuneration Policy
6	Dividend Distribution Policy
7	Report on Corporate Social Responsibility
8	Business Responsibility Report
9	Particulars of conservation of energy, technology absorption and foreign exchange earnings and outgo

APPRECIATIONS AND ACKNOWLEDGEMENTS

Your Directors wish to place on record their sincere appreciation of the significant role played by the employees at all levels towards realization of new performance milestones through their dedication, commitment, perseverance and collective contribution.

Your Directors wish to place on record their appreciation for the co-operation and support given to the Company by its customers, vendors, dealers, business associates, consultants, bankers, financial institutions, auditors, solicitors and other stakeholders during the year.

The Board would also like to thank the Government and concerned Government departments, Securities and Exchange Board of India, BSE Ltd., National Stock Exchange of India Ltd. and other Regulatory bodies for their continued support provided to the Company.

The trust and confidence reposed by the customers in the Company and its products is especially cherished. Finally, the Directors wish to place on record their special appreciation to the valued Shareholders of the Company for their unstinted support towards fulfilment of its corporate vision.

Mar 31, 2018

Dear Shareholderâs

The Directors have pleasure in presenting the Thirty-seventh Annual Report and the Audited Financial Statements of the Company for the financial year ended 31st March, 2018. The consolidated performance of the Company and its subsidiaries has been referred to wherever required.

FINANCIAL PERFORMANCE

REVIEW

The Companyâs financial performance for the year ended 31st March, 2018 is summarised below:

Rs. in crore

Particulars	STANDALONE		CONSOLIDATED
Particulars	2017-18	2016-17	2017-18	2016-17
Gross Income	2008.72	1943.01	2067.87	1984.41
Profit before Depreciation, Interest & Tax	312.73	314.71	338.93	334.53
Depreciation	81.04	52.38	90.66	59.34
Interest & Finance Charges	32.68	28.64	35.84	30.21
Profit before Tax	199.01	233.69	212.43	244.98
Tax Expenses	42.37	48.13	46.29	51.50
Profit after Tax	156.64	185.56	166.14	193.48
Attributable to:
Owners of the Company	156.64	185.56	163.06	190.46
Non-controlling interests	-	-	3.08	3.02
Other Comprehensive Income (net of taxes)	(0.58)	(1.99)	(1.74)	(2.43)
Total Comprehensive Income for the year	156.06	183.57	164.40	191.05
Attributable to:
Owners of the Company	156.06	183.57	161.25	188.24
Non-controlling interests	-	-	3.14	2.80
Opening balance in Retained Earnings	653.87	470.30	655.96	468.48
Adjustment with other equity	(0.58)	(1.99)	(0.44)	(2.43)
Amount available for appropriation	809.93	653.87	818.58	656.51
Final Dividend- FY 2016-17	22.22	0.00	22.22	0.00
Tax on Dividend	4.52	0.00	4.52	0.00
Adjustment on cessation of subsidiaries	-	-	0.00	0.55
Closing Balance in Retained Earnings	783.19	653.87	791.84	655.96

DIVIDEND

Your Companyâs Dividend Distribution Policy approved and adopted by the Board pursuant to Regulation 43A of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (âListing Regulationsâ) details various considerations based on which the Board may recommend or declare Dividend. Continuing the trend of balancing the dual objective of appropriately rewarding Members through dividends and retaining sufficient funds to support the long term growth of your Company, your Directors are pleased to recommend a final dividend of RS.1.00 per equity share of face value RS.1 each (exclusive of applicable dividend distribution tax) for the financial year ended 31st March, 2018. The Final Dividend, subject to approval of Members at the ensuing Annual General Meeting, will be paid within the statutory period.

TRANSFER TO RESERVES

No amount is proposed to be transferred to any Reserves.

SHARE CAPITAL

The paid up Equity Share Capital of the Company as on 31st March, 2018 was RS.22,25,27,240 divided into 22,21,72,990 Equity Shares of RS.1 each and including RS.3,54,250 received on account of 13,80,000 (post-split) forfeited shares. There has not been any change in the Equity Share Capital of the Company during the Financial Year ended 31st March, 2018. During the year under review, the Company has neither issued shares with differential voting rights nor issued sweat equity or granted stock options

INDIAN ECONOMY AND STATE OF AFFAIRS

2017-18 was a defining year for Indian economy. Businesses are still taking time to adjust in the new tax regime and this had somewhat weighed on the growth rates in the fiscal gone by. Call it disruption or structural reform, demonetisation did have dampening effects on the economy. However, even as its negative impact was fading by the time 2017-18 began, the announcement and subsequent implementation of another reform- the Goods and Services Tax shook the economy and businesses. The result of these two reforms was evident as the Gross Domestic Product (GDP) growth came crashing down to a three-year low of 5.7 percent in the first quarter of 2017-18. It was largely because of pre-GST jitters and lingering effects of demonetisation. Nevertheless, GST has been widely heralded for its potential to create one Indian market and expand the tax base. There has been a large increase in the number of indirect taxpayers; many have voluntarily chosen to be part of the GST, especially small enterprises that buy from large enterprises and want to avail themselves of input tax credits.

Despite all odds, Indiaâs GDP growth continued to be significantly higher than most economies of the world.

With Gross Domestic Product (GDP) growth averaging 7.5 percent between 2014- 15 and 2016-17, India can be rated as among the best performing economies in the world on this parameter. Even with the lower growth of around 6.6 percent for 2017-18, GDP growth has averaged 7.3 percent for the period from 2014-15 to 2017-18, which is the highest among the major economies of the world. That this growth has been achieved in a milieu of lower inflation, improved current account balance and notable reduction in the fiscal deficit to GDP ratio makes it all the more creditable. Apart from introduction of GST, the year also witnessed significant steps being undertaken towards resolution of problems associated with non-performing assets of the banks, further liberalization of FDI, etc., thus strengthening the momentum of reforms. After remaining in negative territory for a couple of years, growth of exports rebounded into positive one during 2016-17 and strengthened further in 2017-18.

COMPANYâS PERFORMANCE

The revenue from operations for FY 2018 at RS.2002.04 crore was higher by 4% over the last year (RS.1920.33 crore in FY 2017). At Standalone level, the Gross Income stood at RS.2008.72 crore as compared to RS.1943.01 crore in the previous year. Profit before tax and Profit after tax, both witnessed a drop of 15% and 16% respectively, compared to the previous year.

On consolidated basis, the revenue from operations for FY 2018 at RS.2060 crore, was higher by 5% over the last year (RS.1961.86 crore in FY 2017). Profit before tax and Profit after tax were lower by 13% and 14% respectively, compared to the previous year.

The operations and financial results of the Company are elaborated in the annexed Management Discussion and Analysis.

FUTURE OUTLOOK

The plywood industry is set to witness big change in FY 201819. The coming FY will be a defining year for brands who are expanding capacities and introducing economy brands in plywood category to expand their market penetration in each consumer segment. With rationalisation of Goods and Services Tax (GST) from 28 percent to 18 percent on plywood, organised industry players of this sector are hopeful of increasing their market share. The average growth rate of the industry which was about five percent till now was expected to grow at least by 25 percent year-on-year. The Indian market is gradually tilting towards branded products and towards Companies having wider network and capacities, be it in the form of product range or assured quality parameters.

The implementation of E-way bill is set to change the working and selling proposition in the whole building material segment, particularly plywood and laminate. The importance of being a branded or organised company will be realised with each passing year from now onwards. With E-way bill impact, the gap between brand and non-brand products will be narrow hence dealers will prefer buying from better equipped and active manufacturers. In long run, the success will come to organized players who have been waiting for GST. E way bill and a level playing field where taxes for a big firm and a smaller firm has huge difference.

Real estate is one of the major contributors to the economy by supporting innumerable ancillary industries. âHousing for all by 2022â programme of the Central Government is also expected to fuel demand for most building products, with Plywood products being one of them. Regulations like RERA, Benami Transactions (Prohibition) Amended Act, 2016, REITS, GST have paved the way for sustainable growth and enhanced transparency in the Indian real estate sector. Moreover, tax benefits in the realm of affordable housing, interest subsidies for first-time home buyers and reduction in overall interest rates would lend a shot in the arm to the sector. The long term demand for the wood panel products is likely to remain robust led by an increase in middle-class population, urbanization and per capita income among others.

The proposed National Forest Policy 2018 that allows use of degraded forest lands for industry has largely been welcomed by wood-based industries, including paper and wood-based board manufacturers. Plans for Public-Private Partnership in developing degraded forest areas available with Forest Development Corporations (FDCs), management of trees outside forests through agro forestry and farm forestry to increase tree cover while meeting wood demand and augmenting farmersâ income are among the features that address challenges facing wood-based industries. Integrating industries and farmers will help wood raw material availability for MDF, a recognised substitute for wood, particle board and engineered products will improve.

With the structural shift in the industry, the Company is expected to be a key beneficiary, going ahead. Centuryplyâs strong brand equity, raw material security and robust distribution network would give a significant boost to its revenues in coming years. Centuryplyâs prudent strategy to augment capacities in both plywood and laminates in challenging times paid-off splendidly in as much as its entire capacities remained utilised during the year.

Centuryplyâs entry into MDF segment has diversified its product offering while providing avenue for growth as the overall MDF segment is expected to maintain its trend of outperforming in the overall wood panel segment. Increasing contribution from MDF segment post higher capacity utilisation is expected to enhance the overall EBITDA margins.

Made from imported timber of high resistance and quality, Century doors have also added further variety to the Companyâs product basket. With its innovative practices, strict processes and quality parameters, it is ensured that these doors are extremely durable besides being termite and borer proof. The Company is hopeful that this segment would also contribute significantly to its top-line.

Centuryplyâs unique range of products in the industry branded as âZykronâ (Fibre cement composite board ) and âStarkeâ (PVC and Calcium carbonate board) are also increasingly gaining acceptance in the market and the Company continues with its efforts of improvising them.

Exterior grade designer laminate panels is another example of Centuryplyâs efforts in implementing innovative practices at work. Going beyond the world of interiors, the Company now brings the best of exterior solutions in a variety of designer shades & patterns in the form of laminates that promises to revolutionize building facades.

FUTURE PLANS OF EXPANSION

The Companyâs Medium Density Fibre (MDF) Board unit at Hoshiarpur in Punjab successfully commenced commercial production in October 2017. The Company incurred a capex of RS.335 crore for the plant which has an installed capacity of 198000 cbm per year with easy access to timber in the nearby vicinity. In the very first year of its operation, the Unit managed to attain a capacity utilisation of more than 50% and the same is expected to be around 85% during FY 201819. Going ahead, the Company also has plans to use its MDF produce to make doors, pre-laminated boards and wooden flooring.

The Companyâs Particle Board unit at Chennai which had started operations in July 2016 with an installed capacity of 54000 cbm per year managed to achieve a capacity utilisation of 80% during the year. It is expected that the unit would attain full capacity utilisation during FY 2018-19.

During the year under review, the Company implemented its plans for expansion of its laminates capacity by around 57% and almost 50% of the targeted enhancement became operational in FY 18. The remaining capacity enhancement is also likely to become operational within the second quarter of FY 2018-19.

Apart from having its foot-hold in Myanmar and Laos, the Company is exploring possibilities of having backward integration in other geographies for securing availability of raw material.

During the year, your Company implemented CRM and also launched sales force management app. Your Company is also investing heavily on brand positioning by way of participation in trade exhibitions to reach out to the influencers and architect community. The Companyâs entry in to the economy segment product through its secondary brand âSainikâ has been received well particularly in the smaller cities and rural markets. Further, the launch of a new grade of PF plywood styled as âBond 710â to address the mid value segment also received overwhelming response. The Company expects to continue its focus in this segment to widen its customer base.

CHANGE IN NATURE OF BUSINESS, IF ANY

There has not been any change in the nature of business of the Company.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There were no material changes and commitments affecting the financial position of the Company which occurred between the end of the financial year to which this financial statements relate and the date of this report.

SUBSIDIARIES

CHANGES IN SUBSIDIARIES

Your Company believes that expansion of its area of operation is imperative for the growth of the Company. As on 31st March, 2018, your Company has 9 subsidiaries and 3 step-down subsidiaries. There are no associate companies or joint venture companies within the meaning of Section 2(6) of the Companies Act, 2013.

During the year under review, Century Ply (Singapore) Pte. Ltd. (âCPSPLâ), a subsidiary of your Company, acquired 51% stake in Century Huesoulin Plywood Lao Co., Ltd. (formerly Huesoulin Wood Processing Factory Co. Ltd.), a company situated in Laos, thereby making it a subsidiary of your Company with effect from 28th August, 2017. This was done as a part of the Companyâs backward integration strategy for ensuring consistent supply of raw materials.

Auro Sundram Ply & Door Pvt. Ltd., Century MDF Ltd., Ara Suppliers Pvt. Ltd., Arham Sales Pvt. Ltd., Adonis Vyaper Pvt. Ltd., Apnapan Viniyog Pvt. Ltd., Century Infotech Ltd., Centuryply Myanmar Pvt. Ltd. and Century Ply (Singapore) Pte. Ltd. continue to remain subsidiaries of the Company while Century Ply Laos Co. Ltd. and PT Century Ply Indonesia continued as step-down subsidiaries as on 31st March, 2018.

Your Companyâs subsidiary Century Ply (Singapore) Pte. Ltd. has written-off its entire investments in its subsidiary P T Century Ply Indonesia. Consequently, P T Century Ply Indonesia ceased to be a step-down subsidiary of Century Plyboards (India) Ltd. (CPIL) with effect from 5th April, 2018. P T Century Ply Indonesia was incorporated with the object of exploring the possibilities of trading in timber, manufacturing and trading in plywood, etc. in Indonesia. However, after a detailed analysis of the current industrial and marketing scenario in Indonesia, the proposition has not worked out to be presently viable.

OPERATIONS

There has been no material change in the nature of the business of the subsidiaries/ step-down subsidiaries.

Auro Sundram Ply & Door Pvt. Ltd. is engaged in the manufacturing of plywood and allied products from eco-friendly agro-forestry timber and operating a plywood unit at Roorkee in Uttarakhand.

Century Infotech Ltd. is engaged in the business of E-commerce, e-shopping, online information services, online application integration including buying, selling, marketing, trading and dealing in various kinds of products and services.

Centuryply Myanmar Pvt. Ltd. is operating a veneer and plywood unit near Yangon city in Myanmar and is supplying the same primarily to our Company.

Century Ply (Singapore) Pte. Ltd. is undertaking trading in veneer and plywood. It has entered into arrangements with various entities in Laos whereby it has provided them plant and machinery for manufacture and supply of veneer and plywood to it.

POLICY FOR DETERMINING MATERIAL SUBSIDIARIES

The Policy for determining material subsidiary companies has been framed in accordance with the provisions of Regulation 16(1)(c) of the Listing Regulations. The Policy is used to determine the material subsidiaries of the Company and to provide necessary governance framework for such subsidiaries. The Company does not have any material subsidiary as on the date of this report, having a net worth exceeding 20% of the consolidated net worth or income of 20% of the consolidated income of your Company. The CompanyâsPolicy for determining Material Subsidiaries can be accessed on the Companyâs website at the weblink http://www.centuryply.com/investor/codes&policies/policy-on-material-subsidiary.pdf.

FINANCIAL POSITION & PEFORMANCE

The Company monitors performance of subsidiary companies, inter alia, by the following means:

- Financial statements of the subsidiary companies are reviewed by the Companyâs Audit Committee.

- Major investments made by the subsidiaries are reviewed quarterly by the Companyâs Audit Committee

- Minutes of Board meetings of subsidiary companies are placed before the Companyâs Board regularly.

- Significant transactions and arrangements entered into by subsidiary companies are placed before the Companyâs Board.

A statement in Form AOC-1 containing the salient feature of the financial statement of the Companyâs subsidiaries pursuant to first proviso to Section 129(3) of the Companies Act, 2013 read with Rule 5 of the Companies (Accounts) Rules, 2014 is appended as Annexure â1â to this Report. The Contribution of the subsidiaries to the overall performance of the Company during the year is given in note 50 of the consolidated financial statement.

ACCOUNTS

CONSOLIDATED FINANCIAL STATEMENTS

The Consolidated Financial Statements have been prepared by your Company in accordance with the provisions of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014, Companies (Indian Accounting Standards) Rules, 2015, and other applicable Accounting Standards and provisions of the Listing Regulations and the same forms a part of the Annual Report.

The Annual Report of the Company, containing therein its standalone and the consolidated financial statements has been placed on the website of the Company, www. centuryply.com. Annual accounts of each of the Subsidiaries, detailing their respective performances have also been placed on the website of your Company www.centuryply.com. Shareholders interested in obtaining a copy of the audited financial statements of the subsidiary companies may write to the Company Secretary at the Companyâs registered office.

The audited financial statements and audit reports of each of the subsidiaries are available for inspection at the registered office of the Company and that of the respective subsidiaries during working days between 11.00 A.M. and 1.00 P.M.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

Pursuant to the provisions of Schedule V of the Listing Regulations, Section 186 of the Companies Act, 2013 read with Companies (Meetings of Board and its Powers) Rules, 2014, disclosure on particulars of loans, guarantees and investments made by the Company are given in Annexure â2â hereto and forms a part of this Report.

The Company has not given loans, guarantees or made investments in excess of sixty percent of its paid-up share capital, free reserves and securities premium account or one hundred percent of its free reserves and securities premium account, whichever is more, as prescribed in Section 186 of the Companies Act, 2013.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

In terms of Regulation 23(1) of the Listing Regulations and also to comply with the provisions of Section 188 of the Companies Act, 2013, your Company has formulated a Policy on materiality of and dealing with Related Party Transactions and the same is also available on the Companyâs website at: http://www.centuryply.com/investor/codes&policies/policy-for-transactions-with-related-parties.pdf. The Policy intends to regulate transactions between the Company and its Related Parties based on the applicable laws and regulations and also lays down mechanism for identification, approval, review and reporting of such transactions.

All Related Party Transactions are placed before the Audit Committee for review and approval. All contracts and arrangements with related parties, entered into or modified during the financial year, were in the ordinary course of business and on an armâs length basis and in compliance with the applicable provisions of the Companies Act, 2013 and the Listing Regulations. During the year, the Company had not entered into any contract/ arrangement / transaction with related parties which could be considered material in terms of the Companyâs Policy on Materiality of and dealing with Related Party Transactions. Accordingly, the disclosure of Related Party Transactions as required under Section 134(3)(h) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 in Form AOC-2 is not applicable.

Details of Related Party transactions as per Regulation 53(f) read with Part A of Schedule V of the Listing Regulations is provided under note no. 44 of the Notes to the financial statements. There are no materially significant transactions with related party which may have a potential conflict with the interest of the Company at large.

PUBLIC DEPOSITS

The Company has not invited or accepted deposits from the public covered under Section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014. As such, no amount on account of principal or interest on public deposits was outstanding as on the date of the Balance Sheet.

AUDITORS

STATUTORY AUDITORS

Pursuant to provisions of Section 139 of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014, M/s Singhi & Co, Chartered Accountants (Firm Registration No. 302049E) were appointed as Statutory Auditors of the Company from the conclusion of Thirty-third Annual General Meeting held in calendar year 2014, until the conclusion of Thirty-eighth Annual General Meeting to be held in the calendar year 2019, subject to ratification by the Shareholders at every Annual General Meeting.

Consequent upon amendment of Section 139 of the Companies Act, 2013 notified on 7th May, 2018, ratification of Auditorsâ appointment by the Shareholders at every Annual General Meeting is no more required. However, since the resolution passed by the shareholders at their Annual General Meeting in the year 2014 appointing the Statutory Auditors, specified the requirement of annual ratification, your Board considers it appropriate to seek approval of the Members for ratification of appointment of Statutory Auditors at the ensuing Annual General Meeting as well.

The Company has received confirmation from M/s. Singhi & Co. to the effect that they continue to satisfy the criteria provided in Section 141 of the Companies Act, 2013 and that their appointment is within the limits prescribed under Section 141(3)(g) of the Act. Members are requested to ratify their appointment as the Statutory Auditors of the Company and to fix their remuneration.

STATUTORY AUDITORSâ REPORT

The report of the Statutory Auditors, M/s. Singhi & Co., on the standalone and consolidated financial statements of the Company, forms a part of the Annual Report. The Statutory Auditors have issued an unmodified audit opinion on the Companyâs financial statements for the year ended 31st March, 2018 and that there are no qualifications, reservations or adverse remarks made by them in their report. The Statutory Auditors have not reported any incident of fraud to the Audit Committee of the Company in the year under review.

The Notes on Financial Statements referred to in the Auditorsâ Report are self-explanatory and do not call for any further comments.

SECRETARIAL AUDIT

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s MKB & Associates, a firm of Company Secretaries in Practice, to conduct secretarial audit of the Company. Report of the Secretarial Audit in Form MR-3 for the financial year ended 31st March, 2018 is appended hereto as Annexure â3â to this Report. There are no qualifications, reservations or adverse remarks made by the Secretarial Auditor in their report.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

I. INDEPENDENT DIRECTORS:

a CHANGES IN INDEPENDENT DIRECTORS:

Sri Manindra Nath Banerjee and Sri Samarendra Mitra resigned from the directorship of the Company with effect from 2nd August, 2017 and 3rd August, 2017 respectively. The Directors wish to place on record their appreciation for the contribution made by Sri Banerjee and Sri Mitra during their long association with the Company. Pursuant to the recommendations of the Nomination and Remuneration Committee, the Board of Directors appointed Sri Debanjan Mandal (DIN - 00469622) and Sri Sunil Mitra (DIN - 00113473) as Additional Directors in the Independent category with effect from 1st August, 2017 and 3rd August, 2017 respectively for a term upto 31st July, 2020. Their appointments were regularized/approved by the shareholders in their previous Annual General Meeting.

b DECLARATION GIVEN BY INDEPENDENT DIRECTORS UNDER SUB- SECTION (6) OF SECTION 149

Declarations have been received from each of the Independent Directors under Section 149(7) of the Companies Act, 2013 that he/she meets the criteria of independence laid down in Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of the Listing Regulations.

c FAMILIARIZATION PROGRAMME UNDERTAKEN FOR INDEPENDENT DIRECTORS

Regulation 25(7) of the Listing Regulations requires the Company to familiarise its Independent Directors through various programme, inter alia about the Company, nature of industry in which the Company operates, its business model and roles, rights and responsibilities of Independent Directors. One such programme was organised on 30th October, 2017 wherein presentation was made to the Independent Directors by a competent professional giving an overview of roles, responsibilities and liabilities of Independent Directors, relevant provisions of the Companies Act and various SEBI Regulations. Apart from in-house programme, the Independent Directors are also encouraged to participate in various training sessions to update and refresh their skills and knowledge.

Further, as a part of the familiarisation programme, the management of your Company regularly keeps the Independent Directors informed about its business verticals, new strategic initiatives and changes in domestic/ overseas industry scenario and regulatory regime affecting the Company globally. Relevant statutory updates are also circulated on a quarterly basis as a part of the agenda of the Board Meetings through which Directors are made aware of the significant new developments and highlights from various regulatory authorities including Securities and Exchange Board of India and Ministry of Corporate Affairs.

The Board members are provided with necessary documents/ brochures, reports and internal policies to enable them familiarize with the Companyâs procedures and practices. Site visits to the Companyâs factory locations are organised for the Independent Directors to enable them to understand the operations of the Company. The Independent Directors, from time to time request management to provide detailed understanding of any specific project, activity or process of the Company. The management provides such information and training either at the meeting of Board of Directors or otherwise.

Independent Directors are issued Letters of Appointment setting out in detail, the terms of appointment, duties, responsibilities and expected time commitments. The induction process for Non-Executive Independent Directors include interactive sessions with Board and Committee members, Business and Functional Heads, visit to market/ plant, etc. All new Independent Directors inducted to the Board are given an orientation. Presentations are made by Executive Directors and Senior Management, giving an overview of the Companyâs strategy, operations, products, markets, group structure and subsidiaries, Board constitution and guidelines and matters reserved for the Board.

The Companyâs Board has open channels of communication with executive management which allows free flow of communication amongst Directors in terms of raising query and seeking clarifications. A detailed overview of the familiarization program is available on the Companyâs website: http://www. centuryply.com/investor/codes&policies/ familiarization-programme.pdf.

II. NON- INDEPENDENT DIRECTORS:

a APPOINTMENT OF WHOLE-TIME DIRECTOR:

The shareholders, at their Annual General Meeting held on 1st September, 2017 approved the appointment of Smt. Nikita Bansal (DIN- 03109710) an Executive Director with effect from 1st February, 2017 for a period of five years. Smt. Nikita Bansal is the daughter of Sri Sanjay Agarwal, CEO & Managing Director.

b RETIREMENT BY ROTATION:

Pursuant to the provisions of Section 152(6)(c) of the Companies Act, 2013, Sri Vishnu Khemani and Sri Keshav Bhajanka retire by rotation, and being eligible, offer themselves for re-appointment. In view of their considerable experience and contribution to the Company, your Directors recommend their re-appointment. Brief resume of the Directors being reappointed would form a part of the notice of the ensuing Annual General Meeting.

III. KEY MANAGERIAL PERSONNEL

Pursuant to the recommendation of the Nomination and Remuneration Committee, the Board of Directors at its meeting held on 5th February, 2018 reappointed Sri Prem Kumar Bhajanka and Sri Vishnu Khemani as Managing Directors of the Company for a further period of five years each with effect from 1st August, 2018. Their re-appointment is subject to approval of the shareholders in the ensuing Annual General Meeting. Since Sri Khemani would be attaining the age of 70 years on 16th March, 2022, his re-appointment for a term of five years would require approval of the shareholders by way of a special resolution. The Board of Directors of your Company accordingly recommends the same.

MEETINGS

MEETINGS OF BOARD OF DIRECTORS

At least one meeting of the Board is held in every quarter to review the Companyâs operations and financial performances. The maximum time gap between any two consecutive Board meetings is not more than 120 days. The Board met four times during the financial year ended 31st March, 2018, details whereof is given in the Corporate Governance Report forming part of the Annual Report.

MEETINGS OF INDEPENDENT DIRECTORS

The Independent Directors of the Company met on 5th February, 2018 without the presence of Non-Independent Directors and members of the Management wherein they inter alia discussed:

- the performance of Non-Independent Directors, the Board as a whole and that of its Committees,

- the performance of the Chairperson of the Company, taking into account the views of Executive Directors and Non-Executive Directors, and

- the quality, quantity and timeliness of flow of information between the Company management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

MANAGERIAL REMUNERATION

PARTICULARS OF MANAGERIAL REMUNERATION

The information required under Section 197 (12) read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is given in Annexure â4â forming part of this Report.

Your Directors state that none of the Executive Directors of the Company receive any remuneration or commission from any of its Subsidiaries.

PARTICULARS OF EMPLOYEES

The information in respect of employees as required under Section 197 of the Companies Act, 2013, read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is given in Annexure â4â forming part of this Report. There was also no employee receiving remuneration during the year in excess of that drawn by the Managing Director or Whole-time Director and holding by himself or along with his spouse and dependent children, not less than two percent of the equity shares of the Company.

CORPORATE GOVERNANCE MEASURES

DIRECTORSâ RESPONSIBILITY STATEMENT

Pursuant to Section 134(3)(c) and 134(5) of the Companies Act, 2013, the Board of Directors, to the best of their knowledge and ability, confirm that they have:-

(i) followed the applicable accounting standards in the preparation of the Annual Accounts for the year ended 31st March, 2018 along with proper explanations relating to material departures, if any;

(ii) 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 as at the end of the financial year and of the profit of the Company for that period;

(iii) taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) prepared the Annual Accounts of the Company on a âgoing concernâ basis;

(v) laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

(vi) devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

The Board of Directors of the Company is responsible for ensuring that Internal Financial Controls have been laid down in the Company and that such controls are adequate and operating effectively. Based on the framework of internal financial controls and compliance systems established and maintained by the Company, the work performed by the Internal, Statutory and Secretarial Auditors, including the audit of internal financial controls over financial reporting by the Statutory Auditors and the reviews performed by management and the relevant Board Committees, including the Audit Committee, the Board is of the opinion that the Companyâs internal financial controls were adequate and effective during FY 2017-18.

MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion and Analysis report, capturing your Companyâs performance, industry trends and other material changes with respect to your Company and its subsidiaries is presented in a separate section forming part of the Annual Report. The Report provides a consolidated perspective of economic, social and environmental aspects material to our strategy and our ability to create and sustain value to our key stakeholders and includes aspects of reporting as required by Regulation 34(2)(e) read with Schedule V of the Listing Regulations.

CORPORATE GOVERNANCE

The Company is committed to maintain the highest standards of Corporate Governance and adheres to the Corporate Governance requirements set out by the Securities and Exchange Board of India. In terms of Regulation 34 of the Listing Regulations, a Report on Corporate Governance along with Compliance Certificate issued by M/s. MKB and Associates, Company Secretaries in Practice, confirming compliance with the requirements of Corporate Governance, forms a part of the Annual Report. The Company believes in achieving business excellence and optimizing long-term value for its shareholders on a sustained basis through ethical business conduct.

Apart from the mandatory requirements, your Company also complies with certain discretionary requirements of Corporate Governance as specified in Part E of Schedule II of the Listing Regulations.

CEO & CFO CERTIFICATION

Pursuant to Regulation 17(8) read with Regulation 33(2)(a) of the Listing Regulations, a certificate from the Chief Executive Officer and Chief Financial Officer of the Company addressed to the Board of Directors, inter alia, confirming the correctness of the financial statements and cash flow statements, adequacy of the internal control measures and reporting of matters to the Audit Committee, is contained elsewhere in the Annual Report.

INTERNAL CONTROLS/ INTERNAL FINANCIAL CONTROLS AND THEIR ADEQUACY

The Company has an adequate system of internal controls, commensurate with the nature of its business and the size and complexity of its operations, to ensure that transactions are properly authorised, recorded, and reported, apart from safeguarding its assets. The internal control system is supplemented by well-documented policies, guidelines and procedures. A combination of Entity level controls, Process level controls and IT general controls are in place for ensuring the orderly and efficient conduct of business, including adherence to the Companyâs policies, prevention and detection of frauds and errors, accuracy and completeness of accounting records and timely preparation of reliable financial disclosures.

Your Company uses ERP systems which has inbuilt transactional controls, tiered approval mechanisms and maintenance of supporting records. Standard operating procedures have been laid down to guide the operations of the business. Unit heads are responsible to ensure compliance with the policies and procedures laid down by the management. Robust and continuous internal monitoring mechanisms and review processes ensure that such systems are reinforced on an ongoing basis. Such controls have been tested during the year and no reportable material weakness or significant deficiencies in the design or operation of internal financial controls was observed.

The Audit Committee evaluates and reviews the adequacy and effectiveness of the internal control systems and suggests improvements. It also regularly reviews the budgetary control system of the Company as well as system for cost control, financial controls, accounting controls, physical verification controls, etc. to assess the adequacy and effectiveness of the internal control systems.

PERFORMANCE EVALUATION

The Nomination and Remuneration Committee of your Company has formulated and laid down criteria for Performance Evaluation of the Board, its Committees and that of every, including Chairman. It covers the areas relevant to the functioning as an Independent Director or other director, member of Board or Committee of the Board.

The Independent Directors, in their separate meeting, evaluated the performance of Non- Independent Directors, the Board as a whole, its Committees and that of the Chairperson of the Company, taking into account the views of Executive Directors and Non-Executive Directors. The Nomination &

Remuneration Committee carried out evaluation of every directorâs performance.

The Board, after taking into consideration the evaluation exercise carried out by the Nomination and Remuneration Committee and by the Independent Directors, carried out an evaluation of its own performance and that of its Committees. The individual performance of all Directors (including the Independent Directors) was also carried out by the entire Board without the presence and participation of the Director being evaluated. A detailed note on parameters and process applied for carrying out the evaluation has been discussed in the Corporate Governance Report.

The Board as a whole is an integrated and balanced where diverse views are expressed and discussed, with each Director bringing to the table, knowledge and expertise key to his or her profile. All Directors are participative, interactive and communicative. Besides, the Chairman has abundant knowledge, experience, skill and understanding of the Boardâs functioning and conducts the meetings with poise and maturity. The Directors have expressed their satisfaction over the evaluation process and outcome thereof.

COMMITTEES OF BOARD OF DIRECTORS

Dedicated Board Committees are formed to oversee important functions to increase the efficacy of governance. The Board has constituted following Committees of Directors to deal with matters and monitor activities falling within the respective terms of reference:-

- Audit Committee

- Nomination and Remuneration Committee

- Stakeholders Relationship Committee

- Share Transfer Committee

- Corporate Social Responsibility Committee

- Finance Committee

The details of composition, membership, terms of reference and attendance at the meetings of the above Committees of the Board are provided in the Corporate Governance Report forming part of the Annual Report. There has been no instance where the Board has not accepted the recommendations of its Committees.

POLICIES AND CODES

REMUNERATION POLICY

Remuneration policy in the Company is designed to create a high performance culture. It enables the Company to attract, retain and motivate employees to achieve results. The Company has a Board approved Remuneration Policy on appointment and remuneration of Directors, Key Managerial Personnel and Senior Management Personnel, containing criteria for determining qualifications, positive attributes and independence of a director.

The Remuneration Policy is aimed to attract, retain and motivate highly qualified members for the Board and other executive level and to provide a well-balanced and performance-related compensation package, taking into account shareholder interests, industry standards and relevant regulations. The Remuneration Policy of the Company is appended as âAnnexure 5â to this Report and is also available on our website at http://www.centuryply.com/investor/ codes&policies/remuneration-policy.pdf

BOARD DIVERSITY POLICY

Your Company recognises and embraces the benefits of having a diverse Board which possesses a balance of skills, experience, expertise and diversity of perspectives appropriate to the requirements of the business of the Company. The Companyâs Board Diversity Policy, formulated in accordance with the Listing Regulations, ensures that the Board is fully diversified and comprises of an ideal combination of executive and non-executive directors, including independent directors, with diverse backgrounds. This policy is largely framed to address the importance of a diverse Board in harnessing the unique and individual skills and experiences of the members in a way that collectively benefits the organisation and business as a whole. A diverse Board leverages differences in thought, perspective, knowledge, skill, regional and industry experience, cultural and geographical background, thereby enhancing the quality of decisions made by the Board for achieving sustainable and balanced growth of the Company. The Companyâs Board Diversity Policy is available on our website at http://www.centuryply.com/investor/codes&policies/board-diversity-policy.pdf.

WHISTLE BLOWER POLICY/ VIGIL MECHANISM

The Company is committed to adhere to highest possible standards of ethical, moral and legal business conduct and to open communication and to provide necessary safeguards for protection of employees from reprisals or victimisation, for whistle blowing in good faith. The Company has adopted a Whistle Blower Policy and has established the necessary vigil mechanism for directors and employees to report concerns about unethical behaviour, actual or suspected incidents of fraud or violation of the Companyâs Code of Conduct that could adversely impact the Companyâs operations, business performance and / or reputation. The Policy provides that the Vigilance and Ethics Officer of the Company investigates such incidents, when reported, in an impartial manner and takes appropriate action to ensure that requisite standards of professional and ethical conduct are always upheld. The Company has also made provisions for adequate safeguards against victimisation of employees and Directors who bring such incidents to the attention of the Company. The Audit Committee oversees the implementation of the Whistle Blower Policy which provides for direct access to the Chairman/ CEO/ Chairman of the Audit Committee in exceptional cases. The said policy may be referred to, at the Companyâs website at: http://www.centuryply.com/investor/codes&policies/vigil-mechanism-policy.pdf. During the financial year ended 31st March, 2018, no case was reported under this policy. No person has been denied access to the Chairman of the Audit Committee.

RISK MANAGEMENT POLICY

Risk Management is an attempt to identify and then manage threats that could severely impact or bring down the organisation. Generally, this involves reviewing operations of the organisation, identifying potential threats, likelihood of their occurrence, value impact thereof and then taking appropriate actions to address the most likely threats. The Board of Directors of your Company has framed and adopted a policy on Risk Management to minimise the adverse consequence of risks on business objectives of the Company. The Board is kept informed about the risk assessment and minimization procedures. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis. The risk management systems are periodically reviewed by the Audit Committee to ensure that the executive management controls the risk as per decided policy. More details on Risk Management indicating development and implementation of Risk Management policy including identification of elements of risk and their mitigation are covered in Managementâs Discussion and Analysis, which forms a part of this Report.

POLICY ON PREVENTION OF SEXUAL HARASSMENT

Your Company firmly believes in providing a safe, supportive and friendly workplace environment - a workplace where our values come to life through underlying behaviour. Positive workplace environment and a great employee experience are integral parts of our culture. Your Company believes in providing and ensuring a workplace free from harassment and gender-based discrimination. The Company also organises training sessions across the organisation to create awareness on the subject amongst the employees.

As per the requirement of The Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 and Rules made thereunder, your Company has a policy and framework for employees to report sexual harassment cases at workplace and our process ensures complete anonymity and confidentiality of information. The said Policy is available on your Companyâs website www.centuryply.com.

Your Company has a robust mechanism in place to redress complaints reported under it. There is an Internal Complaints Committee (ICC) comprising of internal members and an external member who has extensive experience in the field. Adequate workshops and awareness programme against sexual harassment are conducted across the organization. Employees may report complaints to the Complaints Committee formed for this purpose or to any member thereof or to the location head. During the year, no complaint regarding sexual harassment was received by the said Committee.

DIVIDEND DISTRIBUTION POLICY

Your Company being one of the top five hundred listed Company (based on market capitalisation) has formulated and adopted Dividend Distribution Policy in terms of Regulation 43A of the Listing Regulations and the same has been appended as Annexure â6â to this Report and is also available on the Companyâs website at: http://www.centuryply.com/ investor/codes&policies/dividend-distribution-policy.pdf.

This Policy serves as a guiding tool in maintaining a right balance between the quantum of dividend paid and amount of profits retained in the business for various purposes. The intent of the Policy is to broadly specify the external and internal factors including financial parameters that shall be considered while declaring dividend and the circumstances under which the shareholders of the Company may or may not expect dividend and how the retained earnings shall be utilized, etc. Through this policy, the Company aims to maintain a consistent approach to dividend pay-out plans.

POLICY FOR DETERMINING MATERIALITY OF EVENTS/ INFORMATION

In line with requirements under Regulation 30 of the Listing Regulations, the Company has framed a Policy for determination of materiality of events/ information which is available on our website at http://www.centuryply. com/investor/codes&policies/policy-for-determination-of-materiality.pdf. The objective of this policy is to have uniform disclosure practices and ensure timely, adequate and accurate disclosure of information on an ongoing basis.

OTHER POLICIES

Policy on Materiality of and dealing with Related Party Transactions, Policy for Preservation of Documents and Archival Policy are some of the other policies formulated and adopted by the Board pursuant to the requirement of Listing Regulations. These policies may be accessed on the Companyâs website www.centuryply.com.

CODE OF CONDUCT

With intent to enhance integrity, ethics & transparency in governance of the Company, and thereby reinforce the trust and confidence reposed in the Management of the Company by the shareholders and other stakeholders, your Company had adopted a Code of Conduct for Directors and Senior Management Personnel. The Code has been displayed on the Companyâs website www.centuryply.com and details thereof has also been included in the Corporate Governance Report forming part of the Annual Report.

CODE OF CONDUCT TO REGULATE, MONITOR AND REPORT TRADING BY INSIDERS AND CODE OF PRACTICES AND PROCEDURES FOR FAIR DISCLOSURE OF UNPUBLISHED PRICE SENSITIVE INFORMATION

Your Company has adopted a âCode of Conduct to regulate, monitor and report trading by Insidersâ. The Code prohibits and deters the Directors of the Company and other specified employees and their relatives from dealing in the securities of the Company on the basis of any unpublished price sensitive information available to them by virtue of their position in the Company. The Code envisages procedures to be followed and disclosures to be made while dealing in the securities of the Company. The Code is available on the website of the Company www.centuryply.com. Awareness emails are also circulated to all designated persons from time to time highlighting the compliance requirements arising out of this Code apart from educating them on the doâs and donâts of insider trading.

Your Companyâs has adopted a Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information. This Code lays down principles and practices to be followed by the Company with respect to adequate and timely disclosure of unpublished price sensitive information.

CORPORATE SOCIAL RESPONSIBILITY

Your Company believes in making lasting impact towards creating a just, equitable, humane and sustainable society. Your Company has been involved with social initiatives for more than two decades and engages in various activities in the field of education, healthcare and environment, etc. Your Companyâs Corporate Social Responsibility (CSR) initiatives are also designed to address the challenge of capacity building and securing sustainable livelihoods of the marginalized/ underprivileged sections of the society around its works.

The terms of reference of CSR committee, framed in accordance with Section 135 of the Companies Act, 2013 are set out in the Corporate Governance Report forming part of the Annual Report. The CSR Committee has confirmed that the implementation and monitoring of CSR Policy is in conformity with CSR objectives and policy of the Company and in compliance with Section 135 of the Companies Act, 2013.

Your Companyâs CSR is available on the Companyâs website at http://www.centuryply.com/investor/codes&policies/csr-policy. pdf. A brief outline on the policy and the initiatives undertaken by the Company on CSR activities during the year are set out in the CSR Report appended hereto as Annexure â7â in the format prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014.

BUSINESS RESPONSIBILITY

Your Company embraces the fact that sustainability is indispensable for the success of any organisation and that it requires comprehensive strategies that extend to all aspects of the business - from the board room, to employees, to suppliers, to consumers and to the community at large. The Business Responsibility Policy adopted by your Company focusses on developing and integrating a detailed sustainability vision into its long-term strategic plan in a way that creates lasting value for its stakeholders whilst also building public trust. This is premised on striking a proper balance between economic, social and environmental performance in dealings with various stakeholders, thereby ensuring sustainable development for the Company.

The Business Responsibility Report as required under Regulation 34(2)(f) of the Listing Regulations is appended as Annexure â8â to this Report, mapping the sustainability performance of your Company against the reporting framework suggested by SEBI. The Report describes the initiatives taken by the Company from an environmental, social and governance perspective.

MISCELLANEOUS

EXTRACT OF THE ANNUAL RETURN

An extract of Annual Return as on the financial year ended on 31st March, 2018 in Form No. MGT-9 as required under Section 134(3)(a) and 92(3) of the Companies Act, 2013 read with Rule 12(1) of the Companies (Management and Administration) Rules, 2014 is set out as Annexure- â9â to the Directorsâ Report and forms a part of this Report.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS / COURTS / TRIBUNALS

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.

GREEN INITIATIVES IN CORPORATE GOVERNANCE

The Company sends notices, Annual Report and other communications through email to Members whose email IDs are registered with the Company/ Depository Participant(s). For members who have not registered their email addresses, physical copies of the Annual Report are sent through permitted mode. Members requiring physical copies can send a request to the Company.

The Company regularly appeals to its shareholders to participate in the âGreen initiativeâ by converting their shareholdings from physical to electronic mode, registering their email IDs and opting for receiving documents from the Company in electronic mode, receiving dividend by direct credit to their bank accounts instead of physical dividend warrants etc.

HUMAN RESOURCE DEVELOPMENT & INDUSTRIAL RELATIONS

Your Company maintained healthy, cordial and harmonious industrial relations at all levels. The enthusiasm and unstinting efforts of the employees have enabled your Company to remain at the forefront of the Industry. With technology becoming a key enabler of business and a vital part of strategy, your Company has focused on leveraging technology and digitization as a key part of its people strategy. The launch of an interactive intranet portal and mobile application âcenturionâ is one such attempt to bring employees together and closer to the management besides keeping them informed of the happenings in the Company.

Your Company has been proactive in providing its workforce with a right mix of challenges and opportunities, learning platforms and leading positions, safe workplace and egalitarian work culture along with professional growth and personal development. Long-service award are being organised to recognize the loyalty and commitment of employees. Performance recognition through initiatives like âSarvada Sarvottam Ambassadorsâ, âChampionsâ, âStar Performersâ and âi-leadâ are also being carried out from time to time. All these initiatives coupled with quick grievance resolution mechanisms has enabled the Company to create a highly motivated pool of professionals and skilled workforce that share a passion and vision of the Company.

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

Particulars as required under Section 134(3) (m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 relating to Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo is given in Annexure â10â hereto and forms a part of this Report.

INVESTOR EDUCATION AND PROTECTION FUND

Unclaimed dividend for the years prior to and including the financial year 2009-10 has been transferred to the Investor Education and Protection Fund (IEPF) established by the Central Government. The Company has also uploaded the details of unpaid and unclaimed amounts lying with the Company as on 1st September, 2017 (date of last Annual General Meeting) on the Companyâs website www.centuryply.com and also on the website of Ministry of Corporate Affairs.

Dividends for the financial year 2010-11 onwards, if remaining unclaimed for 7 years, will be transferred by the Company to IEPF on respective due dates. Shareholders who have not claimed the dividend for this period are requested to lodge their claim with the Company. The Company regularly sends reminder letters through electronic and/or physical means to all those shareholders whose dividend are lying unclaimed for any year/(s) during the last seven years requesting them to claim their dividend amounts.

Pursuant to Section 124(6) of the Companies Act, 2013, read with Investor Education and Protection Fund Authority (Accounting, Audit, Transfer And Refund) Rules, 2016 (âIEPF Rulesâ), your Company has transferred 61450 shares (on which dividend remained unpaid or claimed for seven consecutive years or more) held by 299 shareholders to the demat account of IEPF authority.

ANNEXURES

ANNEXURES FORMING PART OF THIS REPORT OF THE DIRECTORS

The Annexures referred to in this Report containing information required to be disclosed are annexed as under:

Annexure	Particulars
1	Statement containing salient features of the financial statements of subsidiaries/ associate companies/ joint ventures
2	Details of Loans, Guarantees and Investments
3	Secretarial Audit Report
4	Particulars of Employees and Managerial Remuneration
5	Remuneration Policy
6	Dividend Distribution Policy
7	Report on Corporate Social Responsibility
8	Business Responsibility Report
9	Extract of Annual Return
10	Particulars of conservation of energy, technology absorption and foreign exchange earnings and outgo

APPRECIATIONS AND ACKNOWLEDGEMENTS

Your Company has been able to operate efficiently because of the culture of professionalism, creativity, integrity and continuous improvement in all functions and areas as well as the efficient utilization of the Companyâs resources for sustainable and profitable growth. The Directors wishes to place on record their appreciation of the efficient and loyal services rendered by each and every employee, without whose whole-hearted efforts, the overall satisfactory performance would not have been possible and look forward to the long term future with confidence.

Your Company extends its thanks to its customers, vendors, dealers, investors, business Associates, bankers, Stock Exchanges, Regulatory Authorities and Central and State Governments for their continued support during the year. The trust and confidence reposed by the customers in the Company and its products is especially cherished. Your Directors also wish to place on record their appreciation of the wholehearted and continued support extended by the Shareholders and Investors, which had always been a source of strength for the Company. Your Directors look forward to your continued support.

For and on behalf of the Board of Directors

Sajjan Bhajanka

(DIN: 00246043)

Chairman & Managing Director

Kolkata, 24th July, 2018

Mar 31, 2017

Your Directors have pleasure in presenting the Thirty-sixth Annual Report and the Audited Financial Statements of the Company for the financial year ended 31st March, 2017. The consolidated performance of the Company and its subsidiaries has been referred to wherever required.

REVIEW

The Company''s financial performance for the year ended 31st March, 2017 is summarized below:

Rs, in crore

1 Particulars	STAND ALONE		CONSOLIDATED
	2016-17	2015-16	2016-17	2015-16
Gross Income	1,943.01	1,776.71	1,984.41	1,781.45
Profit before Depreciation, Interest & Tax	314.71	290.00	334.53	295.47
Depreciation	52.38	43.73	59.34	47.46
Interest & Finance Charges	28.64	46.46	30.21	47.88
Profit before Tax	233.69	199.81	244.98	200.13
Tax Expenses	48.13	30.00	51.50	30.38
Profit after Tax	185.56	169.81	193.48	169.75
Attributable to:
Owners of the Company	185.56	169.81	190.46	168.94
Non-controlling interests	-	-	3.02	0.81
Other Comprehensive Income (net of taxes)	(1.99)	(1.86)	(2.43)	(1.86)
Total Comprehensive Income for the year	183.57	167.95	191.05	167.89
Attributable to:
Owners of the Company	183.57	167.95	188.25	167.08
Non-controlling interests	-	-	2.80	0.81
Opening balance in Retained Earnings	470.30	362.52	468.48	361.57
Adjustment with other equity	(1.99)	(1.86)	(2.43)	(1.86)
Amount available for appropriation	653.87	530.47	656.51	528.65
Final Dividend- FY 2014-15	-	27.77	-	27.77
Interim Dividend- FY 2015-16	-	22.22	-	22.22
Tax on Dividend	-	10.18	-	10.18
Adjustment on cessation of subsidiaries	-	-	0.55	-
Closing Balance in Retained Earnings	653.87	470.30	655.96	468.48

INDIAN ACCOUNTING STANDARDS

Pursuant to the notification dated 16th February, 2015 issued by the Ministry of Corporate Affairs, the Company has adopted the Indian Accounting Standards ("Ind AS") notified under the Companies (Indian Accounting Standards) Rules, 2015 with effect from 1st April, 2016. Financial statements for the year ended and as at 31st March, 2016 have been restated to conform to Ind AS. The reconciliations and descriptions of the effect of the transition from IGAAP to Ind AS have been provided in Note 34 in the notes to accounts in the standalone and consolidated financial statements.

DIVIDEND

Your Company has had a consistent track record of dividend distribution, balancing the dual objective of appropriately rewarding Members through dividends and retaining sufficient funds to support the long term growth of your Company. Continuing this trend, your Directors are pleased to recommend a final dividend of H1.00 per equity share of face value H1 each (exclusive of applicable dividend distribution tax) for the financial year ended 31st March, 2017. The Final Dividend, subject to approval of Members at the ensuing Annual General Meeting, will be paid within the statutory period.

TRANSFER TO RESERVES

No amount is proposed to be transferred to any Reserves. SHARE CAPITAL

The paid up Equity Share Capital of the Company as on 31st March, 2017 was H22,25,27,240 divided into 22,21,72,990 Equity Shares of H1 each and including H3,54,250 received on account of 13,80,000 (post-split) forfeited shares. There has not been any change in the Equity Share Capital of the Company during the financial year ended 31st March, 2017. During the year under review, the Company has neither issued shares with differential voting rights nor issued sweat equity or granted stock options.

INDIAN ECONOMY AND STATE OF AFFAIRS

Against the backdrop of robust macroeconomic stability, the year was marked by two major domestic policy developments. One was the constitutional amendment which paved way for the transformational Goods and Services Tax (GST) and the other was to demonetize the two highest denomination currency notes that were in circulation in India. The GST aims to create a common Indian market by creating a level playing field for the organized and unorganized player through the establishment of a unified taxation regime. It seeks to improve tax compliance and governance, and boost investment and growth. Demonetization has had short-term costs but holds the potential long-term benefits. Follow-up actions to minimize the costs and maximize the benefits include: fast demand-driven demonetization, implementing tax reforms like bringing land and real estate under the ambit of GST, reducing tax rates and stamp duties and taking decisive steps to allay anxieties pertaining to over-zealous tax administration. These actions will help India resume its journey on the growth track during FY 2017-18. In the aftermath of demonetization on the domestic front and Brexit and the US elections on the international front, addressing these challenges will be critical towards ensuring that India''s resurgence is enduring. Shrugging off a disappointing FY 2016-17, the real estate industry is expected to bounce back in FY 2017-18. Regulations like RERA, Benami Transactions (Prohibition) Amended Act, 2016, REITS, GST have paved the way for sustainable growth and enhanced transparency in the Indian real estate sector.

Moreover, tax benefits in the realm of affordable housing, interest subsidies for first-time home buyers and reduction in overall interest rates would lend a shot in the arm to the sector. Amidst adequate policy and regulatory support, the Indian economy is bound to emerge stronger, healthier and capable of long periods of sustained growth.

COMPANY''S PERFORMANCE

Despite the fact that the overall economic conditions during the FY 2016-17 was faced with several challenging developments, your Company managed a top-line growth of 9% over the previous year. At Standalone level, the Gross Income stood at RS,1,943.01 crore as compared to RS,1,776.71 crore in the previous year. Profit before tax increased from RS,199.81 crore to RS,233.69 crore reflecting a growth of almost 17%. Net Profit after tax was RS,185.56 crore compared to RS,169.81 crore in previous year, reflecting a growth of 9%. Top-line was aggressively supported by the laminate business which grew almost 14% YoY, while the Plywood segment grew by 7% YoY.

The Consolidated Gross Income for FY 2016-17 was placed at RS,1,984.41 crore against RS,1,781.45 crore during the previous year, reflecting a growth of 11%. Profit before tax increased from RS,200.13 crore to RS,244.98 crore reflecting a growth of 22% while the Net Profit before adjustment of non-controlling interests was up by 14%.

The operations and financial results of the Company are elaborated in the annexed Management Discussion and Analysis.

FUTURE OUTLOOK

The pie of Indian organized plywood market is set to expand with GST rollout and high brand aspirations. A constant shift towards the organized sector is being witnessed owing to brand and quality awareness, wider choice of products, product innovation and warranty. Since plywood is often a one-time purchase, greater readiness for a premium purchase has been witnessed in the recent years amongst the people, owing to a better durability and eco-friendliness offered by the branded products. All these combined together are set to bring about a paradigm shift in the Indian wood-based panel products segment.

Further, good monsoon and 7th Pay Commission could result in higher spending translating into higher plywood, laminate and MDF demand. Century ply, being a leading player in its segment, is expected to emerge as a major beneficiary as it could leverage its strong brand presence and wide distribution network to capture the demand shift towards organized sector.

On the basis of demand drivers, it is expected that the plywood and panel industry would grow at a decent rate. With the structural shift in the industry, the Company is expected to be a key beneficiary, going ahead. Century plyâs strong brand equity, raw material security and robust distribution network would give a significant boost to its revenues in coming years.

The Company has been able to counter the threat posed by progressive commoditization of plywood by garnering increased realizations from its well established brands, enabling the Company''s products to command 15-30% premium over those manufactured by its sect oral peers. Century plyâs prudent strategy to augment capacities in both plywood and laminates in challenging times paid-off splendidly in as much as almost 90% of its capacities remained utilized during the year.

Furthermore, the long term demand for the wood panel products is likely to remain robust led by an increase in middle-class population, urbanization and per capita income among others. The Central Government''s "Housing for all by 2022" programme is also expected to fuel demand for most building products, with Plywood products being one of them. Overall, the Indian plywood industry is on an upward growth trajectory and is projected to grow considerably over the next five years.

Centuryply has been the front-runner when it comes to implementing innovative practices at work. During the year, the Company forayed into new categories by launching unique range of products in the industry branded as ''Zykron'' and ''Starke''.

Zykron is a Fibre cement composite board wherein cellulose fibre is reinforced with cement while Starke PVC board is made out of PVC and Calcium carbonate along with other performance enhancing additives. Both of them are promising and quality products belonging to evolving category of alternate material to pure wood based product. Both of them are aimed at reducing the usage of wood-based raw-materials without compromising on quality, strength and durability. The Company is hopeful that the industry will embrace this new technology in the form ''Zykron'' and ''Starke'' and through our trusted network of dealers, they are sure to become a preferred choice amongst the consumers in the days to come.

FUTURE PLANS OF EXPANSION

The Company''s Particle Board unit at Chennai successfully commenced commercial production in July 2016. The Company incurred a capex of RS,60 crore for the plant which is expected to operate at 70% capacity utilization during the coming year.

The construction of the Company''s Medium Density Fibre (MDF) Board unit at Hoshiarpur in Punjab is also in final stage and the unit is expected to commence commercial production in the first half of the FY 2017-18. The plant will have a capacity of 2,00,000 cbm per year with easy access to timber in the nearby vicinity. Total capex incurred for the plant till end of FY 2016-17 is RS,283 crore. It is expected that the plant would reach 60% capacity utilization in FY 2017-18 itself, given that almost 40% of India''s MDF requirement is still imported. Going ahead, the Company also has plans to use its MDF produce to make doors, pre-laminated boards and wooden flooring.

Your Company''s strategy in Myanmar for securing availability of raw material paid-off well. On similar line, considerable investments are being made in south-east Asian countries, primarily Laos and Indonesia, through its subsidiaries and step-down subsidiaries, to ensure uninterrupted supply of raw materials. On the sales front, your Company has expanded its distribution network considerably. Your Company is also investing heavily on brand positioning for ensuring that the Century ply brand occupies a distinct position, relative to competing brands, in the mind of the customers.

The Company''s entry in to the economy segment product through its secondary brand ''Sainik'' has also received overwhelming response particularly in the smaller cities and rural markets.

CHANGE IN NATURE OF BUSINESS, IF ANY

There has not been any change in the nature of business of the Company.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY

CHANGES IN SUBSIDIARIES

As a purposeful strategy, your Company carries a part of its business operations through several subsidiaries which are formed either directly or as step-down subsidiaries or in certain cases by acquisition of majority stake in an existing entity. Auro Sundram Ply and Door Pvt. Ltd., Century MDF Ltd., Ara Suppliers Pvt. Ltd., Arham Sales Pvt. Ltd., Adonis Vyaper Pvt. Ltd., Apnapan Viniyog Pvt. Ltd., Century Infotech Ltd., Centuryply Myanmar Pvt. Ltd., Century Ply (Singapore) Pte. Ltd., continue to remain subsidiaries of the Company while Century Ply Laos Co. Ltd. and PT Century Ply Indonesia continued as step-down subsidiaries.

Vietnam Innovation Pacific JSC was incorporated on 19th May, 2016 as a subsidiary of Innovation Pacific Singapore Pte. Ltd. (IPSPL), thereby becoming a step-down subsidiary of our Company. However, with the disinvestment of our entire shareholding in the subsidiary IPSPL, both IPSPL and step-down subsidiary Vietnam Innovation Pacific JSC ceased to be subsidiaries of the Company with effect from 24th August, 2016. There are no associate companies or joint venture companies within the meaning of Section 2(6) of the Companies Act, 2013.

OPERATIONS

There has been no material change in the nature of the business of the subsidiaries. Auro Sundram Ply and Door Pvt. Ltd. is operating a plywood unit at Roorkee in Uttarakhand. This unit is manufacturing plywood and allied products from eco-friendly agro-forestry timber.

Century Infotech Ltd. is engaged in the business of e-commerce, e-shopping, online information services, online application integration including buying, selling, marketing, trading and dealing in various kinds of products and services.

Centuryply Myanmar Pvt. Ltd. is operating a veneer and plywood unit near Yangon city in Myanmar and is supplying the same primarily to our Company.

Century Ply Laos Co. Ltd. has already set up a unit in Attapeu province in Laos for manufacturing veneer out of raw material sourced locally while PT Century Ply Indonesia is examining the viability of setting up similar facilities in Indonesia.

Ara Suppliers Pvt. Ltd., Arham Sales Pvt. Ltd., Adonis Vyaper Pvt. Ltd. and Apnapan Viniyog Pvt. Ltd. jointly own and hold some land in Kolkata which is yet to be developed.

Century MDF Ltd. is yet to commence any commercial activity as on the date of this Annual Report.

POLICY FOR DETERMINING MATERIAL SUBSIDIARIES

The Company does not have any material subsidiary as on the date of this report, having a net worth exceeding 20% of the consolidated net worth or income of 20% of the consolidated income of your Company. The Company has formulated a Policy for determining Material Subsidiaries and the same can be accessed on the Company''s website at the we blink http://www.centuryply.com/investor/codes&policies/policy-on-material-subsidiary.pdf.

FINANCIAL POSITION AND PEFORMANCE

The minutes of the Board Meetings of the subsidiary companies along with the details of significant transactions and arrangements entered into by the Subsidiary Companies are shared with the Board of Directors on a quarterly basis. The financial statements of the Subsidiary Companies are presented to the Audit Committee for its review. The Statement in Form AOC-1 containing the salient feature of the financial statement of the Company''s subsidiaries pursuant to first proviso to Section 129(3) of the Companies Act, 2013 read with Rule 5 of the Companies (Accounts) Rules, 2014 is appended as Annexure ''1'' to this Report.

CONSOLIDATED FINANCIAL STATEMENTS

The Consolidated Financial Statements have been prepared by your Company in accordance with the provisions of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014, Companies (Indian Accounting Standards) Rules, 2015, and other applicable Accounting Standards and provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations") and the same forms part of this Annual Report.

The Annual Report of the Company, containing therein its standalone and the consolidated financial statements has been placed on the website of the Company, www.centuryply.com. Financial statements of each of the subsidiary companies have also been placed on the website of the Company. Shareholders interested in obtaining a copy of the audited financial statements of the subsidiary companies may write to the Company Secretary at the Company''s registered office.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

Particulars of loans, guarantees and investments made by the Company under Section 186 of the Companies Act, 2013 read with Companies (Meetings of Board and its Powers) Rules, 2014 are given in Annexure ''2'' hereto and forms part of this Report.

The Company has not given loans, guarantees or made investments exceeding sixty percent of its paid-up share capital, free reserves and securities premium account or one hundred percent of its free reserves and securities premium account, whichever is more, as prescribed in Section 186 of the Companies Act, 2013.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All contracts and arrangements with related parties, entered into or modified during the financial year, were on an arm''s length basis and in compliance with the applicable provisions of the Companies Act, 2013 and the Listing Regulations. All such contracts or arrangements have been approved by the Audit Committee. No material contracts or arrangements with related parties were entered into during the year under review. Accordingly, the disclosure of Related Party Transactions as required under Section 134(3)(h) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 in Form AOC-2 is not applicable.

Details of Related Party transactions as per Regulation 53(f) read with Part A of Schedule V of the Listing Regulations is provided under Note-44 of the Notes to the financial statements. There are no materially significant transactions with related party which may have a potential conflict with the interest of the Company at large.

The Board of Directors has devised and adopted a policy on ''Materiality of and dealing with Related Party Transactions'' for determining the materiality of transactions with related parties and dealings with them. The said policy may be referred to, at the Company''s website: http://www.centuryply.com/investor/ codes policies/policy-for-transactions-with-related-parties. pdf.

PUBLIC DEPOSITS

STATUTORY AUDITORS

M/s Singhi & Co., Chartered Accountants (Firm Registration No. 302049E) were appointed as Statutory Auditors of the Company for a term of five years from the conclusion of the Thirty-third Annual General Meeting held in calendar year 2014 till the conclusion of the Thirty-eighth Annual General Meeting to be held in the calendar year 2019, subject to ratification of their appointment at every Annual General Meeting. Accordingly, Members are requested to ratify the appointment of M/s. Singhi & Co. as the Statutory Auditors of the Company and to fix their remuneration for the financial year ending 31st March, 2018.

The Company has received confirmation from M/s. Singhi & Co. to the effect that they continue to satisfy the criteria provided in Section 141 of the Companies Act, 2013 and that their appointment, if ratified, would be within the limits prescribed under Section 141(3)(g) of the Act.

STATUTORY AUDITORS'' REPORT

There are no qualifications, reservations or adverse remarks made by M/s. Singhi & Co., Statutory Auditors in their report on your Company''s financial statements for the financial year ended 31st March, 2017. The Statutory Auditors have not reported any incident of fraud to the Audit Committee of the Company in the year under review.

The Notes on Financial Statements referred to in the Auditors'' Report are self-explanatory and do not call for any further comments.

SECRETARIAL AUDIT

During the year, Secretarial Audit was carried out by M/s. MKB & Associates, Company Secretaries in Practice and Secretarial Auditor of the Company for the financial year 2016-17. There were no qualifications, reservations or adverse remarks given by Secretarial Auditors of the Company. The detailed report on the Secretarial Audit in Form MR-3, given by the Secretarial Auditor is appended as Annexure ''3'' to this Report.

I. INDEPENDENT DIRECTORS:

APPOINTMENT OF INDEPENDENT DIRECTORS:

The Board of Directors at its meeting held on 31st January, 2017, appointed Sri Vijay Chhibber (DIN- 00396838) as an Additional Director in the Independent category with effect from 1st February, 2017 for a term up to 31st January, 2020 subject to regularization/ approval of the shareholders of the Company at the ensuing Annual General Meeting. The Board of Directors of your Company recommends his appointment.

DECLARATION GIVEN BY INDEPENDENT DIRECTORS UNDER SUB- SECTION (6) OF SECTION 149

Declarations have been received from each of the Independent Directors under Section 149(7) of the Companies Act, 2013 that he/ she meets the criteria of independence laid down in Section 149(6) of the Companies Act, 2013 and Regulation 16 of the Listing Regulations.

FAMILIARIZATION PROGRAMME UNDERTAKEN FOR INDEPENDENT DIRECTORS

The provision of an appropriate induction programme for new Directors and ongoing training for existing Directors is a major contributor to the maintenance of high Corporate Governance standards of the Company.

The Board members are provided with necessary documents/ brochures, reports and internal policies to enable them familiarize with the Company''s procedures and practices. Periodic presentations are made at the Board and Committee Meetings on business and performance updates of the Company, global business environment, business strategy and risks involved. Relevant statutory changes/ updates are also brought to the knowledge of the Directors to help them to take informed decisions. Site visits to the Company''s factory locations are organized for the Independent Directors to enable them to understand the operations of the Company.

The Independent Directors, from time to time request management to provide detailed understanding of any specific project, activity or process of the Company. The management provides such information and training either at the meeting of Board of Directors or otherwise.

Independent Directors are issued Letters of Appointment setting out in detail, the terms of appointment, duties, responsibilities and expected time commitments. The induction process for Non-executive Independent Directors include interactive sessions with Board and Committee members, Business and Functional Heads, visit to market/ plant, etc. All new Independent Directors inducted to the Board are given an orientation. Presentations are made by Executive Directors and Senior Management, giving an overview of the Company''s strategy, operations, products, markets, group structure and subsidiaries, Board constitution and guidelines and matters reserved for the Board.

The Board has open channels of communication with executive management which allows free flow of communication amongst Directors in terms of raising query, seeking clarifications and other related information. A detailed overview of the familiarization program is available on the

Company''s website: http://www.centuryply.com/investor/ codes&policies/familiarization-programme.pdf.

II. NON - INDEPENDENT DIRECTORS:

(a) APPOINTMENT OF WHOLE-TIME DIRECTOR:

The Board of Directors at its meeting held on 31st January, 2017, appointed Smt. Nikita Bansal (DIN- 03109710) as an Additional Director in the Executive category with effect from 1st February, 2017 for a period of five years subject to approval of the shareholders of the Company at the ensuing Annual General Meeting.

Smt. Nikita Bansal is the daughter of Sri Sanjay Agarwal, Managing Director and has already been working with the Company in executive capacity. The Board of Directors of your Company recommends her appointment.

(b) RETIREMENT BY ROTATION:

Pursuant to the provisions of Section 152(6)(c) of the Companies Act, 2013, Sri Hari Prasad Agarwal and Sri Prem Kumar Bhajanka retire by rotation, and being eligible, offer themselves for re-appointment. In view of their considerable experience and contribution to the Company, your Directors recommend their re-appointment. Brief resume of the Directors being reappointed would form a part of the notice of the ensuing Annual General Meeting.

III. KEY MANAGERIAL PERSONNEL

Pursuant to the recommendation of the Nomination and Remuneration Committee, the Board of Directors at its meeting held on 31st January, 2017 reappointed, subject to the approval of the shareholders, Sri Hari Prasad Agarwal as the Vice- Chairman and Executive Director of the Company for a further period of five years with effect from 1st June, 2017. His re-appointment shall be subject to approval of the shareholders in the ensuing General Meeting. However, since Sri Agarwal would be attaining the age of 70 on 26th May, 2018, his re-appointment for a term of five years would require approval of the shareholders by way of a special resolution. The Board of Directors of your Company accordingly recommends the same.

MEETINGS OF BOARD OF DIRECTORS

The Board meets at least once in every quarter to review the Company''s operations and the maximum time gap between any two meetings is not more than 120 days. The Board met four times during the financial year ended 31st March, 2017, details of which are given in the Corporate Governance Report forming part of Annual Report.

MEETINGS OF INDEPENDENT DIRECTORS

In terms of Schedule IV of the Companies Act, 2013 and the Listing Regulations, separate meetings of the Independent Directors of the Company were held on 1st November, 2016 and 31st January, 2017 without the presence of Executive Directors and members of the management wherein they inter alia discussed:

- the performance of Non-independent Directors and the Board as a whole;

- the performance of the Chairperson of the Company, taking into account the views of Executive Directors and Non-executive Directors; and

- the quality, quantity and timeliness of flow of information between the Company management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

PARTICULARS OF MANAGERIAL REMUNERATION

The information required under Section 197 (12) read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is given in Annexure ''4'' forming part of this Annual Report.

Your Directors state that none of the Executive Directors of the Company receive any remuneration or commission from any of its Subsidiaries.

PARTICULARS OF EMPLOYEES

A statement containing particulars of employees as required under Section 197 of the Companies Act, 2013, read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is given in Annexure ''4'' forming part of this Annual Report. There was also no employee receiving remuneration during the year in excess of that drawn by the Managing Director or Whole-time Director and holding by himself or along with his spouse and dependent children, not less than two percent of the equity shares of the Company.

DIRECTORS'' RESPONSIBILITY STATEMENT

As required under Section 134(5) of the Companies Act, 2013, your Directors confirm that they have:-

(i) followed the applicable accounting standards in the preparation of the Annual Accounts for the year ended 31st March, 2017 along with proper explanations relating to material departures, if any;

(ii) 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 as at the end of the financial year and of the profit of the Company for that period;

(iii) taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) prepared the Annual Accounts of the Company on a ''going concern'' basis;

(v) laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

(vi) devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, the work performed by the internal, statutory, and secretarial auditors and external consultants, including the audit of internal financial controls over financial reporting by the statutory auditors, and the reviews performed by management and the relevant board committees, including the audit committee, the board is of the opinion that the Company''s internal financial controls were adequate and effective during FY 2017.

MANAGEMENT DISCUSSION AND ANALYSIS

In terms of the provisions of Regulation 34(3) read with Schedule V of the Listing Regulations, Management Discussion and Analysis for the year under review is presented in a separate section forming part of this Annual Report.

CORPORATE GOVERNANCE

Your Company has been practicing the principle of good Corporate Governance over the years and it is a continuous and ongoing process. The Company believes in achieving business excellence and optimizing long-term value for its shareholders on a sustained basis through ethical business conduct. Your Company complies with all mandatory and certain discretionary requirements of Corporate Governance as set out in the Listing Regulations. As required under the Listing Regulations, a separate section on Corporate Governance practices followed by your Company, together with a certificate from M/s. MKB & Associates, Company Secretaries in Practice, confirming compliance with the requirements of Corporate Governance, forms part of this Annual Report.

CEO & CFO CERTIFICATION

A certificate from the chief executive officer and chief financial officer of the Company addressed to the Board of Directors in terms of Listing Regulations, inter alia, confirming the correctness of the financial statements and cash flow statements, adequacy of the internal control measures and reporting of matters to the Audit Committee, is contained elsewhere in this Annual Report.

INTERNAL CONTROLS/ INTERNAL FINANCIAL CONTROLS AND THEIR ADEQUACY

Your Company''s Internal Control System is commensurate with the nature of its business and the size and complexity of its operations and ensures compliance with policies and procedures. Your Company has a dedicated and independent Internal Audit Department reporting directly to the Audit Committee of the Board. The Internal Control Systems are being constantly updated with new/ revised standard operating procedures.

The Company has laid down framework for internal financial controls through a combination of Entity level controls, Process level controls and IT general controls inter alia to ensure orderly and efficient conduct of business, accuracy and completeness of accounting records and timely preparation and reporting of reliable financial statements/ information, safeguarding of assets, prevention and detection of frauds and errors. Standard operating procedures have been laid down to guide the operations of the business. Unit heads are responsible to ensure compliance with the policies and procedures laid down by the management. Robust and continuous internal monitoring mechanisms and review processes ensure that such systems are reinforced on an ongoing basis. Such controls have been tested during the year and no reportable material weakness or significant deficiencies in the design or operation of internal financial controls was observed.

Your Company uses ERP systems which has inbuilt transactional controls, tiered approval mechanisms and maintenance of supporting records. The Company''s Internal Audit Department studies the internal control systems and checks & balances for continuous updating and improvements therein. Based on the report of internal audit function, process owners undertake corrective action in their respective areas and thereby strengthen the controls. All these steps facilitate timely detection of any irregularities and early remedial measures. The Audit Committee evaluates and reviews the adequacy and effectiveness of the internal control systems and suggests improvements. It also regularly reviews the budgetary control system of the Company as well as system for cost control, financial controls, accounting controls, physical verification controls, etc. to assess the adequacy and effectiveness of the internal control systems.

PERFORMANCE EVALUATION

In terms of the requirements of the Companies Act, 2013 and Listing Regulations, the Independent Directors of the Company reviewed the performance of Non-independent Directors, the Board as a whole and of the Chairperson of the Company. The Nomination and Remuneration Committee carried out evaluation of every director''s performance. The Board, after taking into consideration the evaluation exercise carried out by the Nomination and Remuneration Committee and by the Independent Directors, carried out an evaluation of its own performance and that of its Committees. The individual performance of all Directors (including the Independent Directors) was also carried out by the entire Board (excluding the director being evaluated).

A detailed note on parameters and process applied for carrying out the evaluation has been discussed in the Corporate Governance Report.

Based on the evaluations, the performance of the Board, its Committees and Individual Directors (including Independent Directors) was found to be satisfactory. The Independent Directors unanimously opined that the Non-independent Directors, including the Chairman & Managing Director have an in-depth knowledge of the Company and the environment in which it operates. All Directors are participative, interactive and communicative. Besides, the Chairman has abundant knowledge, experience, skill and understanding of the Board''s functioning and conducts the meetings with poise and maturity.

The information flow between the Company''s Management and the Board is also proper, adequate and timely. The Directors have expressed their satisfaction over the evaluation process and outcome thereof.

The Board has constituted following Committees of Directors to deal with matters and monitor the activities falling within the respective terms of reference:-

- Audit Committee

- Nomination and Remuneration Committee

- Stakeholders Relationship Committee

- Share Transfer Committee

- Corporate Social Responsibility Committee

- Finance Committee

The details of the membership, terms of reference and attendance at the meetings of the above Committees of the Board are provided in the Corporate Governance Report forming a part of this Annual Report. There has been no instance where the Board has not accepted the recommendations of its Committees.

REMUNERATION POLICY

The Remuneration Policy of the Company is aimed to attract, retain and motivate highly qualified members for the Board and other executive level and to provide a well-balanced and performance-related compensation package, taking into account shareholder interests, industry standards and relevant regulations. The Nomination and Remuneration Committee, inter alia, considers qualification, positive attributes, area of expertise and independence of a Director and Executives while finalizing and recommending to the Board a policy relating to their appointment and remuneration. The Policy of the Company on appointment and remuneration of Directors, Key Managerial Personnel and Senior Management Personnel containing criteria and other matters provided in Section 178(3) of the Companies Act, 2013, is appended as Annexure ''5'' to this Report.

BOARD DIVERSITY POLICY

The Company has also adopted a Board Diversity Policy which is based on the principle that the Company''s Board of Directors should have a balance of skills, experience and diversity of perspectives appropriate to the Company''s business. The Company recognizes that a Board composed of appropriately qualified people with a broad spectrum of experience relevant to the business is important for effective corporate governance and sustained commercial success of the Company. A diverse Board leverages differences in thought, perspective, knowledge, skill, regional and industry experience, cultural and geographical background, thereby enhancing the quality of decisions made by the Board for achieving sustainable and balanced growth of the Company. The Company''s Board Diversity Policy is available on our website at http://www. centuryply.com/investor/codes&policies/board-diversity-policy.pdf.

WHISTLE BLOWER POLICY/ VIGIL MECHANISM

The Company promotes ethical behavior in all its business activities and has put in place a mechanism for reporting illegal and unethical behavior. The Company''s Whistle Blower Policy/ Vigil Mechanism encourages Directors and employees to bring to the Company''s attention, instances of unethical behavior, actual or suspected incidents of fraud or violation of the Company''s Code of Conduct that could adversely impact the Company''s operations, business performance and/ or reputation. The Policy provides that the Company investigates such incidents, when reported, in an impartial manner and takes appropriate action to ensure that requisite standards of professional and ethical conduct are always upheld. The Company has also made provisions for adequate safeguards against victimization of employees and Directors who bring such incidents to the attention of the Company.

The Audit Committee oversees the implementation of the Whistle Blower Policy which provides for direct access to the Chairman/ CEO/ Chairman of the Audit Committee in exceptional cases. The said policy may be referred to, at the Company''s website at: http://www.centuryply.com/investor/ codes policies/vigil-mechanism-policy.pdf. During the financial year ended 31st March, 2017, no case was reported under this policy.

RISK MANAGEMENT POLICY

The Board of Directors of your Company has framed and adopted a policy on Risk Management to minimize the adverse consequence of risks on business objectives of the Company. The Board is kept informed about the risk assessment and minimization procedures. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis. The policy is periodically reviewed by the Audit Committee to ensure that the executive management controls the risk as per decided policy. The risk management issues are discussed in Management Discussion and Analysis.

POLICY ON PREVENTION OF SEXUAL HARASSMENT

Your Company firmly believes in providing a safe, supportive and friendly workplace environment - a workplace where our values come to life through the underlying behaviors. Positive workplace environment and a great employee experience are integral parts of our culture. Your Company believes in providing and ensuring a workplace free from harassment and gender-based discrimination. The Company also organizes training sessions across the organization to create awareness on the subject amongst the employees.

As per the requirement of The Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 and Rules made there under, your Company has adopted a Policy on prevention, prohibition and redressal of sexual harassment at workplace and has also constituted an Internal Complaints Committees (ICC).

The Company affirms that adequate mechanisms are in place for reporting of complaints under the Policy. Employees may report complaints to the Complaints Committee formed for this purpose or to any member thereof or to the location head. During the year, no complaint regarding sexual harassment was received by the said Committee.

DIVIDEND DISTRIBUTION POLICY

In terms of Regulation 43A of the Listing Regulations, your Company has formulated and adopted a Dividend Distribution Policy with the object of rewarding its shareholders appropriately by sharing a portion of the profits, whilst also ensuring that sufficient funds are retained for growth of the Company. The Policy broadly specifies the external and internal factors including financial parameters that shall be considered while declaring dividend, the circumstances under which the shareholders of the Company may or may not expect dividend and other related aspects. Through this policy, the Company endeavors to maintain a consistent approach to dividend pay-out plans. The said policy has been appended as Annexure ''6'' to this Annual Report and may also be referred to at the Company''s website at: http://www.centuryply.com/ investor/ codes&policies/dividend-distribution-policy.pdf.

OTHER POLICIES

Policy on Materiality of and dealing with Related Party Transactions, Policy for Preservation of Documents, Archival Policy and Policy for determining Materiality of Events/ Information are some of the other policies formulated and adopted by the Board pursuant to the requirement of Listing Regulations. These policies may be accessed on the Company''s website www.centuryply.com.

CODE OF CONDUCT

A Code of Conduct as applicable to the Board of Directors and Senior Management Personnel has been displayed on the Company''s website www.centuryply.com and details thereof has been included in the Corporate Governance Report forming part of this Annual Report. The Code requires Directors and Senior Management Personnel to avoid and disclose any activity or association that creates or appears to create a conflict between the personal interests and the Company''s business interests.

CODE OF CONDUCT TO REGULATE, MONITOR AND REPORT TRADING BY INSIDERS AND CODE OF PRACTICES AND PROCEDURES FOR FAIR DISCLOSURE OF UNPUBLISHED PRICE SENSITIVE INFORMATION

In accordance with the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015, the Company has adopted a ''Code of Conduct to regulate, monitor and report trading by Insiders''. The Code prohibits the Directors of the Company and other specified employees from dealing in the securities of the Company on the basis of any unpublished price sensitive information available to them by virtue of their position in the Company. The Code also provides for periodical disclosures from designated employees as well as pre-clearance of transactions by such persons so that they may not use their position or knowledge of the Company to gain personal benefit or to provide benefit to any third party.

A copy of the said Code is made available to the employees of the Company and compliance of the same is ensured.

The Code is available on the website of the Company www.centuryply.com.

Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information also adopted by the Company lays down principles and practices to be followed by the Company with respect to adequate and timely disclosure of unpublished price sensitive information.

Your Company has formulated a Corporate Social Responsibility Policy which is available on the website of the Company at http://www.centuryply.com/investor/codes3policies/csr-policy.pdf. Annual report on CSR activities as required under the Companies (Corporate Social Responsibility Policy) Rules, 2014 has been appended as Annexure ''7'' to this Annual Report.

The Company''s Policy on Corporate Social Responsibility (CSR Policy) indicates the activities to be undertaken by the Company, monitoring implementation of the framework of CSR Policy and the amount to be spent on CSR activities. The CSR Policy focuses on addressing social, environmental and economic needs of the marginalized/underprivileged sections of the society. The CSR Committee has confirmed that the implementation and monitoring of CSR Policy is in compliance with CSR objectives and policy of the Company.

Securities and Exchange Board of India extended the applicability of Business Responsibility Report (BRR) to top 500 listed entities based on market capitalization with effect from 1st April, 2016. Your Company falls in the category of top 500 Companies and accordingly, in terms of Regulation 34(2) of the Listing Regulations, a separate section on Business Responsibility Report (BRR) is brought out and appended as Annexure ''8'' to this Report, mapping the sustainability performance of your Company against the reporting framework suggested by SEBI.

The Report describes the initiatives taken by the Company from an environmental, social and governance perspective. For sustainable development, the management of the Company endeavors to strike a proper balance between economic, social and environmental performance in dealings with its various stakeholders. The policy is rooted in the Company''s core values of quality, reliability and trust guided by the best practices and is driven by our aspiration for excellence in the overall performance of our business.

Your Company''s sustainability strategy aims at creating significant value for the nation by enriching the country''s economic, environmental and social capital. The sustainability strategy is premised on the belief that the transformational capacity of business can be very effectively leveraged to create significant societal value through a spirit of innovation and enterprise.

EXTRACT OF THE ANNUAL RETURN

An extract of Annual Return as on the financial year ended on 31st March, 2017 in Form No. MGT-9 as required under Section 92(3) of the Companies Act, 2013 read with Rule 12(1) of the Companies (Management and Administration) Rules, 2014 is set out as Annexure ''9'' to the Directors'' Report and forms part of this Annual Report.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS/ COURTS/ TRIBUNALS

No significant or material orders have been passed by the Regulators/ Courts/ Tribunals which may impact the going concern status of the Company and its operation in the future.

GREEN INITIATIVES IN CORPORATE GOVERNANCE

HUMAN RESOURCE DEVELOPMENT & INDUSTRIAL RELATIONS

People are a key resource for your Company. The Company believes that the power of its people is propelling its progressive growth. Their knowledge, experience and passion to perform are fundamental to building the organization further.

Your Company has been proactive in providing its workforce with a right mix of challenges and opportunities, learning platforms and leading positions, safe workplace and egalitarian work culture along with professional growth and personal development. Long-service award are being organized to recognize the loyalty and commitment of employees. Performance recognition through initiatives like ''Sarvada Sarvottam Ambassadors'', ''Champions'', ''Star Performers'' and ''i-lead'' are also being carried out from time to time. All these initiatives coupled with quick grievance resolution mechanisms has enabled the Company to create a highly motivated pool of professionals and skilled workforce that share a passion and vision of the Company.

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

Particulars as required under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 relating to Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo is given in Annexure ''10'' hereto and forms part of this Annual Report.

TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND

Unclaimed dividend for the years prior to and including the financial year 2008-09 and unclaimed interim dividend for financial year 2009-10 has been transferred to the Investor Education and Protection Fund established by the Central Government (IEPF). The Company has also uploaded the details of unpaid and unclaimed amounts lying with the Company as on 31st August, 2016 (date of last Annual General Meeting) on the Company''s website www.centuryply.com and also on the website of Ministry of Corporate Affairs.

Dividends for the financial year 2009-10 onwards (excluding interim dividend for 2009-10), if remaining unclaimed for 7 years, will be transferred by the Company to IEPF on respective due dates. Shareholders who have not claimed the dividend for this period are requested to lodge their claim with the Company. The Company regularly sends reminder letters through electronic and/or physical means to all those shareholders whose dividend are lying unclaimed for any year/ (s) during the last seven years requesting them to claim their dividend amounts.

Annexure forming a part of this Report of the Directors

The Annexure referred to in this Report containing information required to be disclosed are annexed as under:

Annexure	Particulars
1	Statement containing salient features of the financial statements of subsidiaries/ associate companies/ joint ventures
2	Details of Loans, Guarantees and Investments
3	Secretarial Audit Report
4	Particulars of Employees and Managerial Remuneration
5	Remuneration Policy
6	Dividend Distribution Policy
7	Report on Corporate Social Responsibility
8	Business Responsibility Report
9	Extract of Annual Return
10	Particulars of conservation of energy, technology absorption and foreign exchange earnings and outgo

Your Directors place on record their deep appreciation to employees at all levels for their hard work, dedication and commitment. The Board wishes to place on record its sincere appreciation of the efforts put in by the Company''s employees for achieving encouraging results under difficult conditions.

The Board places on record its appreciation for the support and co-operation your Company has been receiving from its suppliers, redistribution stockists, retailers, business partners, bankers, financial institutions, Government and Regulatory Authorities, Stock Exchanges and Central and State Governments. The trust and confidence reposed by the customers in the Company and its products is especially cherished. Your Directors also wish to place on record their appreciation of the wholehearted and continued support extended by the Shareholders and Investors, which had always been a source of strength for the Company. Your Directors look forward to your continued support.

For and on behalf of the Board of Directors

Sajjan Bhajanka

(DIN: 00246043)

Chairman & Managing Director

Kolkata, 23rd May, 2017

Mar 31, 2016

The Directors have pleasure in presenting the Thirty-fifth Annual Report and the Audited Financial Statements of the Company for the financial year ended 31st March, 2016.

FINANCIAL PERFORMANCE Review of Financial Performance

The Company''s financial performance for the year ended 31st March, 2016 is summarised below:

Rs. in Crore

Particulars CONSOLIDATED STANDALONE

2015-16 2014-15 2015-16 2014-15

Gross Income 1804.00 1732.81 1799.25 1709.54

Net Income 1669.47 1606.17 1664.73 1582.90

Profit before Depreciation, Interest & Tax 294.59 273.60 289.12 267.89

Depreciation 48.37 48.47 44.64 44.80

Interest & Finance Charges 48.15 45.57 46.73 43.29

Profit before Tax 198.07 179.56 197.75 179.80

Tax Expenses 30.06 29.60 29.68 28.98

Profit after Tax before Minority Interest 168.01 149.96 168.07 150.82

Less : Minority Interest 0.81 0.86 - -

Add/ (Less): Proportionate share of loss in Associate - (0.13) - -

Net Profit after Minority Interest and share of loss of Associate 167.20 148.97 168.07 150.82

Surplus in Statement of Profit and Loss:-

At the beginning of the year 322.89 226.16 323.84 229.46

Less: On cessation of subsidiaries pursuant to the Scheme of - (4.21) - - Arrangement

Add: Profit for the year 167.20 148.97 168.07 150.82

Less: Depreciation adjusted as per revised calculations net of - 1.52 - 1.52

Deferred Tax Asset

Less:

- Interim Dividend of Rs.1 (Previous Year Rs.0.75) 22.22 16.66 22.22 16.66 on Equity shares

- Tax on Interim Dividend 4.52 3.33 4.52 3.33

- Proposed Dividend of Rs. Nil (Previous Year Rs.1.25) - 27.77 - 27.77 on Equity Shares

- Tax on proposed Equity Dividend - 5.66 - 5.65

- Transfer to General Reserve - 1.51 - 1.51

At the end of the year 463.35 322.89 465.17 323.84

Dividend

The Board, at its meeting held on 8th March, 2016, declared an interim dividend of Rs.1/- per equity share (exclusive of applicable Dividend Distribution tax). In view of the ongoing expansion plans and new projects, your Directors have considered it financially prudent in the long-term interests of the Company to reinvest the profits into the business of the Company and as such no further dividend has been recommended for the year ended 31st March, 2016.

Transfer to Reserves

No amount is proposed to be transferred to General Reserves.

Share Capital

The paid up Equity Share Capital of the Company as on 31st March, 2016 was Rs.22,25,27,240 divided into 22,21,72,990 Equity Shares of Rs.1 each and including Rs.3,54,250 received on account of forfeited shares. There has not been any change in the Equity Share Capital of the Company during the Financial Year ended 31st March, 2016. During the year under review, the Company has neither issued shares with differential voting rights nor issued sweat equity or granted stock options.

Indian Economy and State of Company Affairs

The global economy continued to remain under pressure owing to multiple macroeconomic realignments. These include: the slowdown and rebalancing in China; a further decline in commodity prices, especially for oil, with sizable redistributive consequences across sectors and countries; a related slowdown in investment and trade; and declining capital flows to emerging markets and developing economies.

India has been the only bright spot in a dim global economy. India''s relative macro outperformance continued in a difficult global environment. The country reported a GDP growth of 7.6% (advanced estimates) in 2015-16, reflecting a turnaround in the economic activities of the country. The decline in crude prices helped control inflation in the economy. The Government has announced several infrastructure projects and housing projects which will drive the construction sector and allied sectors positively. A Harvard University study has predicted that India is expected to achieve the highest growth rate of more than 7.9% over the next eight years and is well ahead of the anticipated growth in China.

The real estate sector continued to remain weak during the year under review, which also slowed down the allied sectors, including the building material sector. The turnaround has been slower than expected, a factor which led retailers to go slow. This impacted the organisations engaged in the building material business adversely. With the RBI reducing rates along with a turnaround in the infrastructure sector, the real estate segment is expected to report a better performance in the coming years, which will in turn help the building material industry as a whole.

During FY 2015-16, despite afore-mentioned challenging business environment, your Company reported a top-line growth of 5% over the previous year. At Standalone level, the Gross Income stood at Rs. 1799.25 crore as compared to Rs. 1709.54 crore in the previous year. Profit before tax increased from Rs. 179.80 crore to Rs. 197.75 crore reflecting a growth of 10%. Net Profit after tax was Rs. 168.07 crore compared to Rs. 150.82 crore in previous year, reflecting a growth of 11%.

The Consolidated Gross Income for FY 2015-16 was placed at Rs. 1804.00 crore against Rs. 1732.81 crore during the previous year, reflecting a growth of 4%. The Net Profit after minority interest was Rs. 167.20 crore against Rs. 148.97 crore in previous year, reflecting a growth of more than 12%.

The operations and financial results of the Company are elaborated in the annexed Management Discussion and Analysis.

Future Outlook

The Indian economy is poised for a strong turnaround. Easing the lending rates will augur well in terms of investments in the economy. A host of infrastructural investment-proposals are also expected to drive growth in the coming years. The implementation of GST is a matter of time. The introduction of GST remains a much awaited reform, which will provide numerous benefits to both business and consumers. With the introduction of GST, supply chain inefficiencies will be reduced, inter-state trade will become easy and the market will integrate at a national level. The various initiatives like the ''Make in India'' programme and ''Digital India'' will further give impetus for growth.

In India, real estate is the second largest employer after agriculture and is slated to grow at 30% over the next decade. The Indian real estate market has become one of the most preferred destinations in Asia Pacific as overseas funds accounted for more than 50% of all investment activity in India in 2014, as compared with just 26% in 2013.

The Indian real estate market is expected to touch US$ 180 billion by 2020. The housing sector alone contributes 5-6% to the country''s Gross Domestic Product (GDP). The Government of India has been supportive to the real estate sector. In August 2015, the Union Cabinet approved 100 ''Smart City Projects'' in India. The Government has also raised FDI limits for townships and settlements development projects to 100%. Real estate projects within the Special Economic Zone (SEZ) are also permitted a 100% FDI. In Union Budget 2015-16, the government allocated US$ 3.72 billion for housing and urban development. The government has also released draft guidelines for investments by Real Estate Investment Trusts (REITs) in non-residential segment.

Future Plans of Expansion

In view of the improving market scenario and growing demand for MDF boards, the Board at its Meeting held on 21st July, 2015 approved a proposal for setting-up a green field unit for manufacturing Medium Density Fibre (MDF) Board, Plyboard and Block-board in Punjab with an approximate CAPEX of Rs. 405 crore in the first phase. The Company has already acquired and taken possession of the land at Hoshiarpur in Punjab for this purpose and development of the same is under process. Commercial production is expected to commence in the first quarter of the financial year 2017-18.

The construction of the Company''s Particle Board unit at Chennai is also in final stage and the unit is expected to commence commercial production by end of first quarter of the financial year 2016-17.

The Company is investing heavily on raw-material security, distribution network, positioning of brand and its human capital. The Company, through its subsidiaries in Singapore, Laos and Indonesia, is exploring and entering into purchase arrangements with various entities for securing availability of raw materials from various parts of Laos and Indonesia.

The Company has also entered into economy segment product through its secondary brand "Sainik'', enabling it to penetrate smaller cities and rural markets.

Change in Nature of Business, if any

There has not been any change in the nature of business of the Company

Material changes and commitments affecting the financial position of the Company

No material changes and commitments, affecting the financial position of the Company have occurred between 31st March, 2016 and the date of this report.

SUBSIDIARIES

Changes in Subsidiaries

Auro Sundram Ply & Door Pvt. Ltd. (ASPDPL), Century MDF Ltd. (CML), Centuryply Myanmar Pvt. Ltd. (CMPL), Century Ply (Singapore) Pte. Ltd. (CPSPL), Ara Suppliers Pvt. Ltd., Arham Sales Pvt. Ltd., Adonis Vyaper Pvt. Ltd. and Apnapan Viniyog Pvt. Ltd. continue to remain subsidiaries of the Company.

Century Infotech Ltd. became subsidiary of the Company with effect from 19th May, 2015 consequent upon further investments by the Company. Your Company acquired 51% stake on 19th January, 2016 in Innovation Pacific Singapore Pte. Ltd. (IPSPL), a company incorporated in Singapore, by way of subscription to its share capital. Your Company''s shareholding in Century Ply (Singapore) Pte. Ltd. reduced from 100% to 51% consequent upon allotment of shares by it to other individuals.

During the year, the Company''s Subsidiary Century Ply (Singapore) Pte. Ltd. in Singapore incorporated two step-down Subsidiaries by the name PT Century Ply Indonesia in Indonesia on 3rd July, 2015 and Century Ply Laos Co. Ltd. in Laos on 14th October, 2015 respectively.

Operations

CMPL is operating a veneer and plywood unit near Yangon city in Myanmar.

ASPDPL is operating a plywood unit at Raipur Industrial Area, Roorkee, Uttarakhand. This unit is manufacturing plywood and allied products from eco-friendly agro-forestry timber.

Century Infotech Ltd. is engaged in the business of e-commerce, e-shopping, online information services, online application integration including buying, selling, marketing, trading and dealing in various kinds of products and services on internet.

CPSPL has entered into arrangements with various entities in Laos whereby the Company would provide them plant and machinery for manufacture and supply of veneer to it. CPSPL has started trading in veneer, sourcing the same from these entities.

IPSPL has started trading in veneer and is also exploring possibilities of entering into real estate activities in Vietnam.

Material Subsidiaries

Your Company does not have any material subsidiary whose net worth exceeds 20% of the consolidated net worth of the Holding Company in the immediately preceding accounting year or has generated 20% of the consolidated income of the Company during previous financial year.

The Company''s Policy for determining ''material'' subsidiaries was reviewed and revised on 28th January, 2016 to bring it in conformity with the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (''Listing Regulations'') which replaced the Listing Agreement on 1st December, 2015. The said policy can be accessed on the Company''s website at the weblink http://www. centuryply.com/ about-us/#slide4.

Financial Position & Performance

A statement containing the salient features of financial statements of each Subsidiary of the Company in Form AOC-1 is appended as Annexure ''1'' to this Report.

The Audit Committee reviews the financial statements and investments made by unlisted subsidiary companies. The minutes of the Board meetings as well as statements of all significant transactions of the unlisted subsidiary companies are placed before the Board for their review.

ACCOUNTS

Consolidated Financial Statements

The Consolidated Financial Statements have been prepared by your Company in accordance with the provisions of the Companies Act, 2013, read with the Companies (Accounts) Rules, 2014, applicable Accounting Standards and the provisions of the Listing Regulations and forms part of the Annual Report.

The Annual Report of the Company, containing therein its standalone and the consolidated financial statements has been placed on the website of the Company, www.centuryply.com. Financial statements of each of the Subsidiary Companies have also been placed on the website of the Company. Shareholders interested in obtaining a copy of the audited financial statements of the Subsidiary Companies may write to the Company Secretary at the Company''s registered office.

The audited financial statements and audit reports of each of the Subsidiaries are available for inspection at the registered office of the Company and that of the Subsidiaries during office hours between 11.00 A.M. and 1.00 P.M.

Particulars of Loans, Guarantees and Investments

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 read with Companies (Meetings of Board and its Powers) Rules, 2014 are given in Annexure ''2'' hereto and forms part of this Report.

The Company has not given loans, guarantees or made investments exceeding sixty per cent of its paid-up share capital, free reserves and securities premium account or one hundred per cent of its free reserves and securities premium account, whichever is more, as prescribed in Section 186 of the Companies Act, 2013.

Particulars of Contracts or Arrangements with Related Parties

All contracts or arrangements with related parties, entered into or modified during the financial year, were on an arm''s length basis and in compliance with the applicable provisions of the Companies Act, 2013 and the Listing Regulations. All such contracts or arrangements have been approved by the Audit Committee. No material contracts or arrangements with related parties were entered into during the year under review. Accordingly, the disclosure of Related Party Transactions as required under Section 134(3)(h) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 in Form AOC-2 is not applicable.

Details of Related Party transaction as per Regulation 53 (f) read with Part A of Schedule V of the Listing Regulations is provided under note no. 34 of the Notes to the financial statements.

There are no materially significant transactions with related party which may have a potential conflict with the interest of the Company at large.

The Board of Directors has devised and adopted a policy on ''Materiality of and dealing with Related Party Transactions'' for determining the materiality of transactions with related parties and dealings with them. This policy was reviewed and revised on 28th January, 2016 to bring it in conformity with the Listing Regulations. The said policy may be referred to, at the Company''s website : http://www.centuryply.com/about-us/#slide4.

Public Deposits

The Company has not invited or accepted deposits from the public covered under Section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014. As such, no amount on account of principal or interest on public deposits was outstanding as on the date of the Balance Sheet.

AUDITORS

Statutory Auditors & Auditors'' Report

Pursuant to provisions of Section 139 of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014, M/s Singhi & Co, Chartered Accountants (Firm Registration No. 302049E) were appointed as Statutory Auditors of the Company from the conclusion of Thirty-third Annual General Meeting held in calendar year 2014, until the conclusion of Thirty-eighth Annual General Meeting to be held in the calendar year 2019, subject to ratification of their appointment at every Annual General Meeting.

M/s. Singhi & Co. has given their consent to act as Auditors, if appointed. The Company has received a letter from them to the effect that they satisfy the criteria provided in Section 141 of the Companies Act, 2013 and that their appointment, would be within the limits prescribed under Section 141(3)(g) of the Companies Act, 2013.

Members are requested to ratify their appointment as the Statutory Auditors of the Company and to fix their remuneration for the financial year ending 31st March, 2017.

There are no qualifications, reservations or adverse remarks made by the Statutory Auditors in their report for the Financial Year ended 31st March, 2016.

The Statutory Auditors have not reported any incident of fraud to the Audit Committee of the Company in the year under review.

The Notes on Financial Statements referred to in the Auditors'' Report are self-explanatory and do not call for any further comments.

Secretarial Audit

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. MKB and Associates, Practising Company Secretaries for conducting the Secretarial Audit of the Company for the Financial Year ended 31st March, 2016. Secretarial Audit Report in Form MR-3, given by the Secretarial Auditor is annexed herewith as Annexure ''3''. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

I. Independent Directors:

(a) Appointment of Independent Directors:

The Board of Directors at its meeting held on 28th January, 2016, appointed Sri J. P. Dua (holding DIN-02374358) as an Additional Director in the Independent category with effect from 28th January, 2016 for a term upto 31st March, 2019 subject to regularization/ approval of the shareholders of the Company at the ensuing Annual General Meeting.

(b) Declaration given by Independent Directors under Sub- Section (6) of Section 149

All the Independent Directors of the Company have confirmed that they meet the criteria of independence as prescribed under Section 149(6) of the Companies Act, 2013 and the Listing Regulations.

(c) Familiarization Programme undertaken for Independent Directors

Pursuant to Regulation 25(7) of the Listing Regulations, all new Independent Directors inducted on the Board are given an orientation. Presentations are made by Executive Directors and senior management giving an overview of the Company, its Subsidiaries, operations, products, manufacturing, marketing, finance and other important aspects.

At the time of appointment of an Independent Director, the Company issues a formal letter of appointment outlining his/ her role, function, duties and responsibilities as a Director.

The Independent Directors are updated regularly on changes / developments in the domestic / global corporate and industry scenario including those pertaining to statutes / legislations and economic environment, to enable them to take well informed and timely decisions.

The induction for Independent Directors include interactive sessions with Executive Committee Members, Business and Functional Heads, visit to the manufacturing site, etc. On the matters of specialized nature, the Company engages external experts/consultants for presentation and discussion with the Board members. The detailed overview of the familiarization program is available on the Company''s website: http://www. centuryply.com/about-us/#slide4

II. Non- Independent Directors:

(a) Appointment of Whole-Time Director:

The Board of Directors at its meeting held on 28th January, 2016, appointed Sri Keshav Bhajanka (holding DIN- 03109701) as an Additional Director in the Executive category with effect from 28th January, 2016 for a period of five years subject to approval of the shareholders of the Company at the ensuing Annual General Meeting.

Sri Keshav Bhajanka is the son of Sri Sajjan Bhajanka, Chairman and Managing Director and has already been working with the Company in Executive capacity.

(b) Retirement by Rotation:

As per the provisions of Section 152(6)(c) of the Companies Act, 2013, Sri Vishnu Khemani and Sri Ajay Baldawa retire by rotation, and being eligible, offer themselves for re-appointment. In view of their considerable experience and contribution to the Company, your Directors recommend their re-appointment. Brief resume of the Directors being reappointed would form a part of the notice of the ensuing Annual General Meeting.

III. Key Managerial Personnel

Pursuant to the recommendation of the Nomination and Remuneration Committee, the Board of Directors at its meeting held on 28th January, 2016 reappointed, subject to the approval of the shareholders, Sri Sajjan Bhajanka as the Executive Chairman and Managing Director of the Company for a further period of five years with effect from 1st April, 2016.

Sri Sanjay Agarwal and Sri Ajay Baldawa, on similar recommendations and subject to the approval of the shareholders, were appointed as Managing Director and Executive Director (Technical) respectively, for a further period of five years with effect from 1st July, 2016.

MEETINGS

Meetings of Board of Directors

The Board of Directors of your Company met five times during the financial year ended 31st March, 2016, details of which are given in the Corporate Governance Report forming part of Annual Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

Meetings of Independent Directors

In terms of Schedule IV of the Companies Act, 2013 and the Listing Regulations, a meeting of the Independent Directors was held on 14th December, 2015 without the presence of Non- Independent Directors and members of the management wherein the performance of the Non-Independent Directors, including the Chairman and the Board as a whole was reviewed. Quality, quantity and timeliness of flow of information between the Company management and the Board that is necessary for it to effectively and reasonably perform its duties, was also assessed.

MANAGERIAL REMUNERATION

Particulars of Managerial remuneration

The information required under Section 197 (12) read with Rule 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is given in Annexure ''4'' hereto and forms part of this Report.

Your Directors state that none of the Executive Directors of the Company receive any remuneration or commission from any of its Subsidiaries.

Particulars of Employees

A statement containing particulars of employees as required under Section 197 of the Companies Act, 2013, read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is given in Annexure ''4'' hereto and forms part of this Report. There was also no employee receiving remuneration during the year in excess of that drawn by the Managing Director or Whole-time Director and holding by himself or along with his spouse and dependent children, not less than two percent of the equity shares of the Company.

CORPORATE GOVERNANCE MEASURES

Directors'' Responsibility Statement

As required under Section 134 of the Companies Act, 2013, your Directors confirm that they have:-

(i) followed the applicable accounting standards in the preparation of the Annual Accounts for the year ended 31st March, 2016 along with proper explanations relating to material departures, if any;

(ii) 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 as at the end of the financial year and of the profit of the Company for that period;

(iii) taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) prepared the Annual Accounts of the Company on a ''going concern'' basis;

(v) laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

(vi) devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

Management Discussion and Analysis

Management Discussion and Analysis for the year under review, as stipulated under Regulation 34(3) read with Schedule V of the Listing Regulations, is presented in a separate section forming part of the Annual Report.

Corporate Governance

Your Company re-affirm its continued commitment to good Corporate Governance practices and adheres to all requirements as set out in the Listing Regulations. As required under the Listing Regulations, a separate section on Corporate Governance practices followed by your Company, together with a certificate from M/s. MKB and Associates, Company Secretaries on compliance with the conditions of Corporate Governance, forms part of this Annual Report.

CEO & CFO Certification

As required under the Listing Regulations, the Chief Executive Officer and the Chief Financial Officer has submitted a compliance certificate to the Board of Directors and a copy thereof is contained elsewhere in this Annual Report.

Internal Financial Controls and their adequacy

The Company has in place proper and adequate internal financial controls and checks which are effective and operational. Regular audit and review processes ensure that such systems are reinforced on an ongoing basis. Such controls have been tested during the year and no reportable material weakness in the design or operation was observed.

Your Company uses ERP Systems which has inbuilt transactional controls, tiered approval mechanisms and maintenance of supporting records. The Company''s Internal Audit Department studies the internal control systems and checks & balances for continuous updation and improvements therein. Based on the report of internal audit function, process owners undertake corrective action in their respective areas and thereby strengthen the controls. All these steps facilitate timely detection of any irregularities and early remedial measures. The Audit Committee regularly interacts with the Internal Auditors, the Statutory Auditors and senior executives of the Company responsible for financial management. It also regularly reviews the budgetary control system of the Company as well as system for cost control, financial controls, accounting controls, physical verification controls, etc. to assess the adequacy and effectiveness of the internal control systems.

Performance Evaluation

Pursuant to the provisions of the Companies Act, 2013 and the Listing Regulations, the Nomination and Remuneration Committee evaluated the performance of all the Directors on parameters such as level of engagement, independence of judgement, contribution to the strategic planning process, safeguarding the interest of the stakeholders, etc. and in context of the role played by them as a member of the Board at its meetings, in assisting the Board in realising its role of strategic supervision of the functioning of the Company.

The Independent Directors at their meeting held without the presence of Non- Independent Directors and members of the management, evaluated the performance of the Non- Independent Directors, including the Chairman and the Board as a whole.

The Board, after taking into consideration the evaluation exercise carried out by the Nomination and Remuneration Committee and by the Independent Directors, carried out an evaluation of its own performance and that of its Committees and individual Directors.

Structured questionnaires designed on the basis of the

Company''s Board Evaluation Policy and framework adopted by the Board were used for the purpose of carrying out the evaluation process.

The Directors expressed their satisfaction over the evaluation process and outcome thereof.

Committees of Board of Directors

The Board has constituted following Committees of Directors to deal with matters and monitor the activities falling within the respective terms of reference:-

- Audit Committee

- Nomination and Remuneration Committee

- Stakeholders Relationship Committee

- Share Transfer Committee

- Corporate Social Responsibility Committee

- Finance Committee

The details of the membership, terms of reference and attendance at the meetings of the above Committees of the Board are provided in the Corporate Governance Report forming a part of this Annual Report. There has been no instance where the Board has not accepted the recommendations of the Audit Committee.

POLICIES AND CODES

Remuneration Policy

Considering the requirement of skill-sets on the Board, eminent people having an independent standing in their respective field/ profession and who can effectively contribute to the Company''s business and policy decisions are considered by the Nomination and Remuneration Committee, for appointment, as Directors on the Board.

The Committee, inter alia, considers qualification, positive attributes, area of expertise and independence of a Director in accordance with the Company''s Remuneration Policy. The Policy of the Company on appointment and remuneration of Directors, Key Managerial Personnel and Senior Management Personnel containing criteria and other matters provided in Section 178(3) of the Companies Act, 2013, is appended as Annexure ''5'' to this Report.

Board Diversity Policy

The Board Diversity Policy of the Company requires the Board to have balance of skills, experience and diversity of perspectives appropriate to the Company. A diverse Board leverages differences in thought, perspective, knowledge, skill, regional and industry experience, cultural and geographical background, all of which helps us retain our competitive advantage. The Company''s Board Diversity Policy is available on our website at http://www.centuryply.com/about-us/#slide4.

Whistle Blower Policy/ Vigil Mechanism

The Company promotes ethical behaviour in all its business activities and has put in place a mechanism for reporting illegal and unethical behaviour. The Company has a Whistle Blower Policy/ Vigil Mechanism under which employees are free to report unethical behavior, actual or suspected fraud or violations of applicable laws and regulations and Code of Conduct. The Audit Committee oversees the genuine concerns expressed by the employees and other Directors. The Company has also made provisions for adequate safeguard against victimisation of employees and Directors who express their concerns. The mechanism also provides direct access to the Chairman/ CEO/ Chairman of the Audit Committee in exceptional cases. This policy was reviewed and revised on 28th January, 2016 to bring it in conformity with the Listing Regulations. The said policy may be referred to, at the Company''s website at: http:// www.centuryply.com/about-us/#slide4. During the Financial Year ended 31st March, 2016, no case was reported under this policy.

Risk Management Policy

The Company has a defined Risk Management framework to identify, assess, monitor and mitigate various risks to key business objectives. The Board is kept informed about the risk assessment and minimization procedures. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis. The policy is periodically reviewed by the Audit Committee to ensure that the executive management controls the risk as per decided policy. The risk management issues are discussed in Management Discussion and Analysis.

Policy on Prevention of Sexual Harassment

Your Company has zero tolerance for sexual harassment at workplace and has adopted a Policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules thereunder for prevention and redressal of complaints of sexual harassment at workplace. All employees are treated with dignity with a view to maintain a work environment free of sexual harassment whether physical, verbal or psychological. The Company also organises training sessions across the organisation to create awareness on the subject amongst the employees. Employees may report complaint to the Complaints Committee formed for this purpose or to any member thereof or to the location head. The Company affirms that adequate access was provided to any complainant who wished to register a complaint under the policy. During the year, no complaint regarding sexual harassment was received by the said Committee.

Policy on Materiality of and dealing with Related Party Transactions

The Company''s ''Policy on Materiality of and Dealing with Related Party Transactions'' was reviewed and revised on 28th January, 2016 to bring it in conformity with the Listing Regulations which replaced the Listing Agreement on 1st December, 2015. The said policy may be referred to at the Company''s website at: http://www.centuryply.com/about-us/#slide4.

Other Policies

Pursuant to the requirement of Listing Regulations, the Board of Directors has also adopted a Policy for Preservation of Documents, Archival Policy and Policy for determining Materiality of Events/ Information. The said policy may be referred to at the Company''s website at: http://www.centuryply. com/about-us/#slide4.

Code of Conduct

The Company''s code of conduct for Directors and senior management executives was reviewed and revised on 28th January, 2016 to bring it in conformity with the Listing Regulations, details whereof are provided elsewhere in this Report.

CODE OF CONDUCT TO REGULATE, MONITOR AND REPORT TRADING BY INSIDERS AND CODE OF PRACTICES AND PROCEDURES FOR FAIR DISCLOSURE OF UNPUBLISHED PRICE SENSITIVE INFORMATION

In conformity with the provisions of Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015, the Company has adopted a ''Code of Conduct to regulate, monitor and report trading by Insiders'' to preserve confidentiality and to prevent misuse of unpublished price sensitive information by Directors and specified employees of the Company. The code also provides for periodical disclosures from designated employees as well as pre-clearance of transactions by such persons so that they may not use their position or knowledge of the Company to gain personal benefit or to provide benefit to any third party.

The Company has also adopted a ''Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information'' to ensure timely and adequate disclosure of price sensitive information.

CORPORATE SOCIAL RESPONSIBILITY

The Corporate Social Responsibility (CSR) Committee of the Company was re-constituted with effect from 1st September, 2015 with the appointment of Smt. Mamta Binani as its Member. Sri Sajjan Bhajanka acts as the Chairman of the Committee and Sri Hari Prasad Agarwal and Sri Mangi Lal Jain as the other members.

The Company''s Policy on Corporate Social Responsibility (CSR Policy) was reviewed and revised on 28th April, 2015. The Policy indicates the activities to be undertaken by the Company, monitoring the implementation of the framework of the CSR Policy and the amount to be spent on CSR activities. The CSR Policy of the Company is available on the Company''s website at http://www.centuryply.com/about-us/#slide4. The CSR Committee has confirmed that the implementation and monitoring of CSR Policy is in compliance with CSR objectives and Policy of the Company.

The Annual Report on CSR as required under the Companies (Corporate Social Responsibility Policy) Rules, 2014 has been appended as Annexure ''6'' to this Report.

MISCELLANEOUS

Extract of the Annual Return

In terms of the provisions of Section 92 (3) of the Companies Act, 2013 read with the Companies (Management and Administration) Rules, 2014, an extract of the Annual Return of your Company for the financial year ended 31st March, 2016 is given in Annexure ''7'' and forms a part of this report.

Significant and Material Orders passed by the Regulators / Courts / Tribunals

No significant and material orders have been passed by the Regulators or Courts or Tribunals impacting the going concern status of the Company and its operation in the future.

Green Initiatives in Corporate Governance

Electronic copies of notices, Annual Report and other documents are sent to all members whose email addresses are registered with the Company/ Depository Participant(s). For members who have not registered their email addresses, physical copies of the Annual Report are sent through permitted mode. Members requiring physical copies can send a request to the Company.

Human Resource Development & Industrial Relations

The core of achieving business excellence lies in a committed, talented and focussed workforce. The Company has created a highly motivated pool of professionals and skilled workforce that share a passion and vision of the Company. Your Company has been proactive in development of Human Resources and latest techniques are being adopted in evaluating the potential, assessing training and retraining requirements and arranging the same. The Company focuses on quick grievance resolution mechanisms and maintains absolute harmony with its work force and as such it has not faced any labour trouble since inception. Industrial relations in the organization continued to be cordial and progressive.

Information regarding Conservation of Energy, Technology, Absorption and Foreign Exchange Earnings and Outgo

Information required under Section 134(3) (m) of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014 in relation to the Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo is given in Annexure ''8'' hereto and forms part of this Report.

Transfer of amounts to Investor Education and Protection Fund

The Company has transferred the dividend amounts which remained unpaid or unclaimed for a period of seven years to the Investor Education and Protection Fund. The Company has also uploaded the details of unpaid and unclaimed amounts lying with the Company as on 27th August, 2015 (date of last Annual General Meeting) on the Company''s website (www.centuryply.com) and also on the website of Ministry of Corporate Affairs.

Shareholders are advised that dividends for the financial year ended 2008-09 onwards which remains unpaid /unclaimed over a period of 7 years have to be transferred by the Company to Investor Education & Protection Fund (IEPF) constituted by the Central Government. Shareholders who have not claimed the dividend for this period are requested to lodge their claim with the Company.

ANNEXURES

Annexures forming a part of this Report of the Directors

The Annexures referred to in this Report containing information required to be disclosed are annexed as under:

Annexure Particulars

1 Statement containing salient features of financial statements of Subsidiaries and Associates

2 Details of Loans, Guarantees and Investments

3 Secretarial Audit Report

4 Particulars of Employees and Managerial Remuneration

5 Remuneration Policy

6 Annual Report on Corporate Social Responsibility

7 Extract of Annual Return

8 Particulars of conservation of energy, technology absorption and foreign exchange earnings and outgo

APPRECIATION

The Board wishes to place on record its sincere appreciation of the efforts put in by the Company''s employees for achieving encouraging results under difficult conditions. Despite severe competition, the enthusiasm and unstinting efforts of the employees have enabled the Company to remain at the forefront of the Industry. Their commitment and contribution is deeply acknowledged.

Your Directors take this opportunity to thank the customers, suppliers, redistribution stock lists, retailers, business partners, bankers, financial institutions, Investors, Government and Regulatory Authorities, Stock Exchanges, Central and State Governments for their consistent support and encouragement to the Company. Your involvement as Shareholders is greatly valued. Your Directors look forward to your continued support.

For and on behalf of the Board of Directors

Sajjan Bhajanka

Chairman and Managing Director

Kolkata, 10th May, 2016

Mar 31, 2015

Dear Members,

The Directors are pleased to present the 34th Annual Report and the Company''s audited accounts for the financial year ended 31st March, 2015,

financial performance

Financial Results

The Company''s financial performance for the year ended 31st March, 2015, is summarised below;

Rs. in Crores

Particulars CONSOLIDATED

Gross Income 1732.81 1457.96

Net Income 1606.17 1351.35

Profit before Depreciation, Interest and Tax 273.60 161.91

Depreciation 48.47 38.71

Interest and Finance Charges 45.57 60.34

Profit before Tax 179.56 62.86

Tax Expenses 29.60 (0,47)

Profit after Tax before Minority Interest 149.96 63.33

Less; Minority Interest 0.86 3.13

Add/(Less); Proportionate share of loss in associates (0.13) 0.06

Net Profit after Minority Interest and share of loss of associate 148.97 60.26

Surplus in Statement of Profit and Loss;

At the beginning of the year 226.16 199.19

Less; On cessation of subsidiaries pursuant to the Scheme of (4.21) -

Arrangement

Add; Profit for the year 148.97 60.26

Less; Depreciation adjusted as per revised calculations net of 1.52 -

Deferred Tax Asset

Less;

- Interim Dividend of Rs. 0,75 on Equity shares 16.66 -

- Tax on Interim Dividend 3.33 -

- Proposed Dividend of Rs. 1,25 (Previous Year Rs. 1) on 27.77 22.22

Equity Shares

- Tax on proposed Equity Dividend 5.66 2.95

- Transfer to Capital Redemption Reserve - -

- Transfer to General Reserve 1.51 8.12

At the end of the year 322.89 226.16

Rs. in Crores

Particulars STAND ALONE

Gross Income 1709.54 1400.06

Net Income 1582.90 1293.45

Profit before Depreciation, Interest and Tax 267.89 157,66

Depreciation 44.80 33.24

Interest and Finance Charges 43.29 55.12

Profit before Tax 179.80 69.30

Tax Expenses 28.98 2.36

Profit after Tax before Minority Interest 150.82 66.94

Less; Minority Interest - -

Add/(Less); Proportionate share of loss in associates - -

Net Profit after Minority Interest and share of loss of associate 150.82 66.94

Surplus in Statement of Profit and Loss;

At the beginning of the year 229.46 194.69

Less; On cessation of subsidiaries pursuant to the Scheme of - -

Arrangement

Add; Profit for the year 150.82 66.94

Less; Depreciation adjusted as per revised calculations net of 1.52 -

Deferred Tax Asset

Less;

- Interim Dividend of Rs. 0,75 on Equity shares 16.66 -

- Tax on Interim Dividend 3.33 -

- Proposed Dividend of Rs. 1,25 (Previous Year Rs. 1) on 27.77 22.22

Equity Shares

- Tax on proposed Equity Dividend 5.65 2.95

- Transfer to Capital Redemption Reserve - -

- Transfer to General Reserve 1.51 7.00

At the end of the year 323.84 229.46

Dividend

Your Directors are pleased to recommend a final dividend of Rs. 1.25 per equity share of face value Rs. 1 each (exclusive of applicable dividend distribution tax), The dividend payout is subject to approval of members at the ensuing Annual General Meeting, During the FY 2014-15, the Company also declared and paid an interim dividend of Rs. 0,75 per equity share, Thus, the aggregate dividend declared for the FY 2014 -15 is Rs. 2 per equity share as against Rs. 1 per equity share of face value Rs. 1 each declared in the previous year,

Transfer to Reserves

The Company proposes to transfer an amount of Rs. 1.51 crores to the General Reserves.

Share Capital

The paid up Equity Share Capital as on 31st March, 2015 was Rs. 2,225.27 lacs, There has not been any change in the Equity Share Capital of the Company during the Financial Year ended 31st March, 2015, During the year under review, the Company has neither issued shares with differential voting rights nor issued sweat equity or granted stock options,

State of Company affairs

The year under review started with an economic environment which is far more positive than has been in the recent past, When other major economies of the world are facing serious challenges, India is about to takeoff on a faster growth trajectory once again, The International Monetary Fund (IMF) has downgraded its earlier forecast of global economic growth by 0,3% and that of world trade growth from 5,3% to 4%, Forecasts for India, however,have either been upgraded or have remained the same, With a new stable Government at Centre, the credibility of Indian economy has been re-established and the investor community world-over now considers India as one of the most preferred investment destinations, With a reduction in crude prices, the inflation rate is under control and the current account deficit is expected to remain tilted towards the lower side, The GDP growth is expected to accelerate to 7,4%, making India the fastest growing large economy in the world, The substantial increase in foreign inflow has increased foreign exchange reserve to a record high, resulting in a stronger and more stable rupee against all major currencies,

While the Government policies are aimed towards long-term sustainable development, the real estate scenario in the country has continued to remain subdued during the year under review, Building material demand continued its wait to see any spark despite the hope of rising investments and positivity related to interest rate cuts, Retailers continued to fear uncertainty as they were unable to foresee any near-term reason or factor for upward movement in demand, The hope of good time was there but a prolonged wait for market turnaround has taken its toll on the demand for building material-related products, Overall, despite being a year of optimism, the real demand scenario remained subdued, The most of building material related companies could not achieve their targeted growth,

During FY 2015, despite the challenging business environment, the Company reported a top-line growth of 22% over the previous year, At a Standalone level, the Gross Income stood at Rs. 1709,54 crore as compared to Rs. 1400.06 crore in the previous year, Profit before tax increased from Rs. 69.30 crore to Rs. 179.80 crore reflecting a growth of 159%, Net Profit after tax was Rs. 150.82 crore compared to Rs. 66.94 crore in the previous year, reflecting a phenomenal growth of 125%,

The Consolidated Gross Income for FY 2015 was placed at Rs. 1732.81 crore against Rs. 1457.96 crore during the previous year, registering a growth of over 19%, The Net Profit after minority interest and share of profit of associates was Rs. 148.97 crore against Rs. 60.26 crore in the previous year, reflecting a growth of 147%,

The operations and financial results of the Company are elaborated in the annexed Management Discussion and Analysis.

Future Outlook

During the last year, a stable Government at the Centre was established which is expected to drive development in the coming years. The Government has planned and is taking several significant steps to energise the economy. The credibility of the Indian economy has been re-established and the world is predicting that it is India''s chance to fly. The Government has planned game-changing reforms in indirect tax through the introduction of GST, which is likely to be introduced with effect from 1st April, 2016. Introduction of GST was a much awaited reform and is expected to provide numerous benefits to both business and consumers. With the introduction of GST, supply chain inefficiencies will be reduced, Inter-state trade will become easy and the market will be integrated at the national level. With all long-term sustainable economic measures being undertaken by the Government, economic growth is likely to accelerate in the next fiscal. The pick-up will be aided by implementation of stalled projects, getting rid of the bottlenecks in various sectors and an industry recovery because of higher external demand. The GDP forecast for the next fiscal is driven by a partial unclogging of domestic policy logjam as well as improved global growth prospects. Stakeholders are markedly bullish about the future and expect the business environment to be upbeat in the current financial year in view of the imminent change in regime and introduction of economic enablers to stimulate growth.

The Indian real estate sector plays a significant role in the country''s economy. The real estate sector is second only to agriculture in terms of employment generation and contributes considerably towards GDP. It is poised to grow manifold over the next decade in view of the prevailing massive shortage of dwelling units. The sentiment of home buyers and investors is seeing an improvement, displaying a strong positive outlook for the real estate sector. The Indian market is now headed for price correction, which will increase consumer affordability and leading to overall sectoral growth. A fall in the interest rates will also lead to a revival of the real estate sector.

Since plywood and laminate are essential part of interior furnishing, the demand for these products is directly related to the growth of infrastructure and real estate sector. With continued government focus on infrastructure and real estate sector, demand for the Company''s products is expected to remain buoyant. With the strong ''Centuryply'' brand under its fold, the Company is expected to perform better in the current fiscal.

Future plans of expansion

Considering the buoyant demand for products and marketing strength of ''Centuryply'' brand as well as the positive impact of GST, the Company is preparing itself for future growth. The Company is investing heavily on raw material security, distribution network, positioning of brand and its human capital. The Company is studying various locations overseas in Laos, Africa, Malaysia, Vietnam, etc. where the required raw material is available. The Company plans to set up timber processing units in these locations to ensure economic and uninterrupted raw material supply for upcoming growth. The Company has already entered economy-segment products through its secondary brand ''Sainik'' enabling it to penetrate smaller cities and rural markets. The Company, at its Board Meeting held on 21st January, 2015, approved a proposal for setting up a Particle Board unit at Chennai with an approximate CAPEX of Rs. 60 crore. The Company is also keeping a close watch on developments related to substitute products, like medium-density fibre board, and will take a decision at the appropriate time.

Change in nature of business, if any

There has been no change in the nature of business of the Company.

Material changes and commitments affecting the financial position of the Company

No material change and commitment affecting the financial position of the Company have occurred between the end of the financial year to which the financial statements relate and the date of the report.

subsidiaries/ associates

Changes in subsidiaries

Auro Sundram Ply & Door Pvt. Ltd. (ASPDPL), Century MDF Ltd, (CML) and Centuryply Myanmar Pvt, Ltd, (CMPL) continue to remain subsidiaries of the Company, Ara Suppliers Pvt, Ltd,, Arham Sales Pvt, Ltd,, Adonis Vyaper Pvt, Ltd, and Apnapan Viniyog Pvt, Ltd, became subsidiaries of the Company with effect from 28th July, 2014 as a result of further investments by the Company, The Company incorporated a Wholly-owned Subsidiary Company in the name of Century Ply (Singapore) Pte, Ltd, (CPSPL) in Singapore on 2nd December, 2014,

During the year, the Company disinvested its entire shareholding in Aegis Business Ltd, (ABL). Both ABL and its subsidiary Aegis Overseas Limited ceased to be subsidiaries of the Company with effect from 23rd August, 2014, Consequently, Aegis Siam Ltd, and Aegis Siam Resources Company Ltd, also ceased to be the Company''s associates.

Operations

CMPL has set up a veneer and plywood unit near Yangon city in Myanmar, which became operational in 2013-14.

ASPDPL is operating a plywood unit at Raipur Industrial Area, Uttarakhand, This unit is manufacturing plywood and allied products from eco-friendly agro-forestry timber.

Century Infotech Ltd, continued to remain our Associate Company, Century Infotech Ltd, is engaged in business of e-commerce, e-shopping, online information services, online application integration including buying, selling, marketing, trading and dealing in various kinds of products and services on internet.

CPSPL has been incorporated with the object of trading in timber, manufacturing and trading in plywood and other wood products and also leasing of machineries and equipment and providing related services.

Material Subsidiaries

A Policy has been formulated for determining the Material Subsidiaries of the Company pursuant to Clause 49 of the Listing Agreement with the Stock Exchanges, The said Policy has been posted on the Company''s website at http://www,centuryply,com/about-us/#slide4,

Financial position and performance

A statement containing the salient features of financial statements of each Subsidiary and Associate of the Company in Form AOC-1 is appended as Annexure 1 to this Report.

Accounts

Consolidated financial statements

In accordance with Section 129(3) of the Companies Act, 2013, the Company has prepared a consolidated financial statement of the Company and all its subsidiary companies, as a part of the Annual Report.

In accordance with the third proviso of Section 136(1) of the Companies Act, 2013, the Annual Report of the Company, containing the standalone and the consolidated financial statements, has been placed on the website of the Company at www.centuryply.com, Further, as per the fourth proviso of the said section, audited annual accounts of the subsidiary companies have also been placed on the website of the Company, Shareholders interested in obtaining a copy of the audited annual accounts of the subsidiary companies may write to the Company Secretary at the Company''s registered office.

The audited financial statements and the audit reports of the subsidiaries are available for inspection at the registered office of the Company and that of the subsidiaries during office hours between 11,00 A,M, and 1,00 P,M.

Particulars of loans, guarantees and investments

The Company has not given loans, guarantees or made investments exceeding sixty per cent of its paid-up share capital, free reserves and securities premium account or one hundred per cent of its free reserves and securities premium account, whichever is more, as prescribed in Section 186 of the Companies Act, 2013.

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in Annexure 2 hereto and forms part of this Report.

Particulars of contracts or arrangements with related parties

Particulars of every contract or arrangements entered into by the Company with Related Parties referred to in Section 188 (1) of the Companies Act, 2013 in Form AOC-2 prescribed under the Companies (Accounts) Rules, 2014 is appended as Annexure 3 hereto and forms part of this Report.

There are no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large.

All Related Party Transactions are placed before the Audit Committee for approval. The Audit Committee reviews all related party transactions quarterly. A statement giving details of all related party transactions is placed before the Audit Committee and the Board of Directors for their approval on a quarterly basis.

A policy on ''Materiality of and dealing with Related Party Transactions'' has been devised by the Board of Directors at its meeting held on 30th October, 2014 for determining the materiality of transactions with related parties and dealings with them. The said policy may be referred to at the Company''s website: http://www.centuryply.com/about-us/#slide4.

Public deposits

The Company has not invited or accepted deposits from the public covered under Section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014.

auditors

Auditors and Auditors'' Report

M/s. Singhi & Co., Chartered Accountants (Firm Registration No. 302049E), Statutory Auditors of the Company, have been appointed by the members at the previous Annual General Meeting and shall hold office for a period of 5 years.

M/s. Singhi & Co. have given their consent to act as Auditors, if appointed. The Company has received a letter from them to the effect that they satisfy the criteria provided in Section 141 of the Companies Act, 2013 and that their appointment would be within the limits prescribed under Section 141(3)(g) of the Companies Act, 2013.

Members are requested to ratify their appointment as the Statutory Auditors of the Company and fix their remuneration for the financial year ending 31st March, 2016.

The Auditors'' Report to the shareholders for the year under review does not contain any qualification. The Notes on Financial Statements referred to in the Auditors'' Report are self-explanatory and do not call for any further comments.

Cost Auditors

Your Company had appointed M/s. B.G. Chowdhury & Co., Cost Accountants, of 4A, 11/47A, Panditia Road, Kolkata - 700029, having Firm registration number 000064, as Cost Auditors for audit of cost records maintained with respect to plywood, laminate, veneer and related products for the financial year ended 31st March, 2014. The Cost Audit Report was filed by the Cost Auditors on 26th November, 2014.

Secretarial Audit

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s. MKB and Associates, Practising Company Secretaries to undertake the Secretarial Audit of the Company. Secretarial Audit Report in Form MR. 3, given by the Company Secretary in Practice, is annexed herewith as Annexure 4. The Report does not contain any qualification.

directors and key managerial personnel

I. Independent Directors

(a) Appointment of Independent Directors:

At the Annual General Meeting of the Company held on 11th September, 2014, the Members of the Company appointed Smt. Mamta Binani (holding DIN 00462925),Sri Mangi LaI Jain (holding DIN 00353075), Sri Manindra Nath Banerjee (holding DIN 00312918), Sri Santanu Ray (holding DIN 00642736), Sri Samarendra Mitra (holding DIN 05105399) and Sri Asit Pal (holding DIN 00742391) as Independent Directors under the Companies Act, 2013 each for a term up to 31st March, 2019.

(b) Woman Director

As per the provisions of Section 149(1) of the Companies Act, 2013 and revised Clause 49 of the Listing Agreement, the Company is required to have at least one Woman Director on its Board, Accordingly, Smt, Mamta Binani (holding DIN 00462925), was appointed as Director of the Company on recommendation of the Nomination and Remuneration Committee.

(c) Resignation of Director

Sri Sajan Kumar Bansal resigned from the Directorship of the Company with effect from 6th May, 2014, The Board places on record its appreciation for the services and contribution made by him during his tenure.

(d) Statement on Declaration given by independent Directors under Sub-Section (6) of Section 149

The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as laid down in Section 149(6) of the Companies Act, 2013 and Clause 49 of the Listing Agreement.

(e) Familiarisation Programme undertaken for independent Directors

The Independent Directors are familiarised with the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model of the Company, etc, On appointment, the Independent Director is issued a Letter of Appointment setting out in detail the terms of appointment, duties, responsibilities and expected time commitments, Each newly appointed Independent Director is taken through a formal induction programme including a presentation by the Chairman on the Company''s manufacturing, marketing, finance and other important aspects, The Company Secretary briefs the Director about their legal and regulatory responsibilities as a Director, The induction for Independent Directors includes interactive sessions with Executive Committee Members, Business and Functional Heads, visit to the manufacturing site, etc, On matters of specialised nature, the Company engages external experts/consultants for presentation and discussion with the Board members, The detailed overview of the familiarisation program is available on the Company''s website: http://www,centuryply,com/about-us/#slide4,

II. Non- independent Directors Retirement by Rotation

As per the provisions of Section 152(6)(c) of the Companies Act, 2013, Sri Hari Prasad Agarwal retires by rotation, and being eligible, offers himself for re-appointment, In view of his considerable experience and contribution to the Company, your Directors recommend his re-appointment.

III. Key Managerial Personnel

The Board of Directors at its meeting held on 6th May, 2014 approved the continuation of Sri Arun Kumar Julasaria as the Chief Financial Officer and Sri Sundeep Jhunjhunwala as the Company Secretary on the existing terms and conditions of appointment.

Meetings

Meetings of Board of Directors

During the financial year ended 31st March, 2015, four Board Meetings were held, 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.

Meetings of Independent Directors

In terms of Schedule IV of the Companies Act, 2013 and revised Clause 49 of the Listing Agreement, a meeting of the Independent Directors is required to be held, inter alia, to review the performance of the Non-Independent Directors and the Board as a whole, Accordingly, a meeting of Independent Directors was held on 21st January, 2015 wherein the performance of the Non-independent Directors, including the Chairman and the Board as a whole was reviewed, The Independent Directors at the meeting also assessed the quality, quantity and timeliness of flow of information between the Company management and the Board of Directors of the Company.

managerial remuneration

Managerial Remuneration

The information required pursuant to Section 197 (12) read with Rule 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 with respect to employees of the Company are given in Annexure 5 hereto and forms a part of this Report.

Your Directors state that neither the Managing Directors nor the Whole-time Directors of the Company receive any remuneration or commission from any of its Subsidiaries.

Particulars of Employees

The particulars of employees as required by Section 197 of the Companies Act, 2013, read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, in respect of the employees employed throughout the financial year and drawing Rs. 60 lacs or more are given in Annexure 5 hereto and forms part of this Report.

There was no employee who was employed for part of the financial year, requiring such disclosure. There was also no employee receiving remuneration during the year in excess of that drawn by the Managing Director or Whole-time Director and holding by himself or along with his spouse and dependent children, not less than two percent of the equity shares of the Company.

corporate governance measures

Directors'' Responsibility Statement

Pursuant to the requirement of Section 134(3)(c) and 134(5) of the Companies Act, 2013, the Directors hereby confirm that:

(i) in the preparation of the annual accounts for the year ended 31st March, 2015, the applicable accounting standards have been followed and there are no material departures from the same;

(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 as at the end of the financial year and of the profit of the Company for that period;

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

(iv) the Directors have prepared the annual accounts of the Company on a ''going concern'' basis.

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

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

Management Discussion and Analysis

Management Discussion and Analysis for the year under review, as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges, is presented in a separate section forming part of the Annual Report.

Corporate Governance

The Company is committed to maintain the highest standards of Corporate Governance and adhere to the Corporate Governance requirements set out in Clause 49 of the Listing Agreement. The Report on Corporate Governance as stipulated under Clause 49 of the Listing Agreement forms a part of the Annual Report.

A certificate from M/s. MKB and Associates, Practising Company Secretaries confirming compliance with the conditions of Corporate Governance as stipulated under the aforesaid Clause 49, is attached to the Report on Corporate Governance. This Certificate will be forwarded to the Stock Exchanges along with the Annual Report of the Company.

During the period from 6th May, 2014 to 23rd July, 2014, the Company''s Board of Directors did not have the required number of Non-executive and Independent Directors consequent upon resignation of one of the Independent Directors. The Company had appointed Smt. Mamta Binani as an Independent Director on the Board of the Company with effect from 24th July, 2014 within the permissible time limit and with this appointment, requirements of Clause 49 of the Listing Agreement stood complied with.

CEO and CFO Certification

As required by Clause 49 of the Listing Agreement, the CEO and CFO certification has been submitted to the Board and a copy thereof is contained elsewhere in this Annual Report.

Internal Financial Controls

The Company has in place Internal Financial Controls commensurate with the nature of its business and the size and complexity of its operations. The Company''s system of internal Financial Control has been designed to provide a reasonable assurance with regard to maintaining of proper accounting controls, protecting assets from unauthorised use or losses, prevention and detection of frauds and errors and for ensuring reliability of financial reporting.

The Audit Committee of the Board of Directors actively reviews the adequacy and effectiveness of the internal control systems and suggests improvements to strengthen them. The Company has a robust Management information System, which is an integral part of the control mechanism. Based on the report of internal audit function, process owners undertake corrective action in their respective areas and thereby strengthen the controls. All these steps facilitate timely detection of any irregularities and early remedial measures. During the year, no reportable material weaknesses in the internal Financial Controls were observed.

Performance Evaluation

The Nomination and Remuneration Committee at its meeting established the criteria of evaluation of the performance of the Directors, including independent Directors, based on which the Board evaluated the performance of the Directors. A structured questionnaire for evaluation was prepared after taking into consideration inputs received from the Directors, covering various aspects of the Board''s functioning such as adequacy of the composition of the Board and its Committees, Board culture, execution and performance of specific duties, obligations and governance.

A separate exercise was carried out by the Nomination and Remuneration Committee to evaluate the performance of individual Directors including the Chairman of the Board, on parameters such as level of engagement and contribution, independence of judgement, safeguarding the interest of the Company and its minority shareholders etc. The performance evaluation of the Chairman and the Non independent Directors and Board as a whole was also carried out by the independent Directors.

Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board, after taking into consideration the evaluation exercise carried out by the Nomination and Remuneration Committee and by the independent Directors at their separate meeting, has carried out an annual performance evaluation of its own performance and that of its Committees and individual Directors.

The Directors expressed their satisfaction over the evaluation process and results thereof.

committees of board

Audit Committee

The composition and terms of reference of the Audit Committee have been furnished in the Corporate Governance Report forming a part of this Annual Report. There has been no instance where the Board has not accepted the recommendations of the Audit Committee.

Nomination and Remuneration Committee

The composition and terms of reference of the Nomination and Remuneration Committee have been furnished in the Corporate Governance Report forming a part of this Annual Report.

Share Transfer cum Stakeholders Relationship Committee

The composition and terms of reference of the Share transfer cum Stakeholders Relationship Committee have been furnished in the Corporate Governance Report forming a part of this Annual Report.

Corporate Social Responsibility Committee

The composition and other details of Corporate Social Responsibility Committee are provided elsewhere in this Report.

policies and codes

Remuneration Policy

The Policy of the Company on appointment and remuneration of Directors, Key Managerial Personnel and Senior Management Personnel including criteria for determining qualifications, positive attributes, independence of a Director and other matters provided in Section 178(3) of Companies Act, 2013, is appended as Annexure 6 to this Report.

Board Diversity Policy

The Company recognises and embraces the importance of a diverse Board and believes that an enlightened Board consciously creates a culture of leadership to provide a long-term vision and to improve the quality of governance. A diverse Board leverages differences in thought, perspective, knowledge, skill, regional and industry experience, cultural and geographical background, all of which helps us retain our competitive advantage. The Board has adopted the Board Diversity Policy which sets out the approach to diversity of the Board of Directors. The Board Diversity Policy is available on our website at http://www.centuryply.com/about-us/#slide4.

Whistle Blower Policy/ Vigil Mechanism

The Company has formed a Whistle Blower Policy/ Vigil Mechanism as required under Section 177 of the Companies Act, 2013 and Clause 49 of the Listing Agreement. A Vigil (Whistle Blower) Mechanism provides a channel to the employees and Directors to report to the management concerns about unethical behaviour, actual or suspected fraud or violation of the Codes of conduct or policy. The mechanism provides for adequate safeguards against victimisation of employees and Directors to avail of the mechanism and also provide for direct access to the Chairman/ CEO/ Chairman of the Audit Committee in exceptional cases. The said policy may be referred to, at the Company''s website at: http://www.centuryply.com/about-us/#slide4.

Risk Management Policy

The Company has a defined Risk Management framework to identify, assess, monitor and mitigate various risks to key business objectives. The Board is kept informed about the risk assessment and minimisation procedures. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis. The policy is periodically reviewed by the Audit Committee to ensure that the executive management controls the risk as per decided policy. The risk management issues are discussed in Management Discussion and Analysis.

Policy on Prevention of Sexual Harassment

The Company values the dignity of individuals and strives to provide a safe and respectable work environment to all its employees. The Company is committed to providing an environment, which is free of discrimination, intimidation and abuse. The Company believes that it is the responsibility of the organisation to protect the integrity and dignity of its employees and also to avoid conflicts and disruptions in the work environment due to such cases.

The Company has put in place a ''Policy on Prevention of Sexual Harassment'' as per the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 ("Sexual Harassment ActÂ). As per the policy, any employee may report complaint to the Complaints Committee formed for this purpose or to any member thereof or to the location head. We affirm that adequate access was provided to any complainant who wished to register a complaint under the policy. No complaint was received during the year.

Policy on Corporate Social Responsibility

An outline of Policy on Corporate Social Responsibility is provided elsewhere in this Report.

Policy for Determining ''Material'' Subsidiaries

As required under clause 49(V) of the amended Listing Agreement, the Company has formulated a Policy for determining ''material'' subsidiaries and the same has been put up on the website of the Company at http://www.centuryply.com/about-us/#slide4.

Policy on Materiality of and Dealing with Related Party Transactions

As required under clause 49(VIII) of the amended Listing Agreement, the Company has formulated a ''Policy on Materiality of and Dealing with Related Party Transactions'' and the same has been put up on the website of the Company at http://www.centuryply.com/about-us/#slide4.

Code of Conduct

The Company has adopted a code of conduct for all Board members and senior management of the Company, details whereof are provided elsewhere in this Report.

Code of Conduct for Prevention of Insider Trading and Code of Corporate Disclosure Practices for Prevention of Insider Trading

In compliance with the provisions of SEBI (Prohibition of Insider Trading) Regulations, 1992, (as amended from time to time), the Company has adopted a ''Code of Conduct for Prevention of insider Trading'' to preserve the confidentiality and prevent misuse of unpublished price sensitive information by Directors and specified employees of the Company. This policy also provides for periodical disclosures from designated employees as well as pre-clearance of transactions by such persons so that they may not use their position or knowledge of the Company to gain personal benefit or to provide benefit to any third party.

The Company also has a Code of Corporate Disclosure Practices for Prevention of insider Trading to ensure timely and adequate disclosure of price sensitive information.

corporate social responsibility

The Company has constituted a Corporate Social Responsibility (CSR) Committee in accordance with Section 135 of the Companies Act, 2013. The CSR Committee was constituted by the Board of Directors of the Company at its meeting held on 20th January, 2014 comprising Sri Sajjan Bhajanka as the Chairman and Sri Hari Prasad Agarwal and Sri Mangi Lal Jain as other members.

The said Committee has also formulated a Policy on Corporate Social Responsibility (CSR Policy) indicating the activities to be undertaken by the Company, monitoring the implementation of the framework of the CSR Policy and the amount to be spent on CSR activities. The CSR Policy of the Company is available on the Company''s website: http://www.centuryply.com/about-us/#slide4. The CSR Committee has confirmed that the implementation and monitoring of CSR Policy is in compliance with CSR objectives and Policy of the Company.

The Annual Report on CSR as required under the Companies (Corporate Social Responsibility) Rules, 2014 has been appended as Annexure 7 to this Report.

miscellaneous

Extract of the Annual Return

Extract of the Annual Return as on the financial year ended 31st March, 2015 in Form MGT 9 is annexed hereto as Annexure 8 and forms a part of this report.

Significant and Material Orders Passed by the Regulators/ Courts/ Tribunals

There are no significant material orders passed by the Regulators/ Courts/ Tribunals which would impact the going concern status of the Company and its future operations.

Green Initiatives in Corporate Governance

Ministry of Corporate Affairs has permitted companies to send electronic copies of Annual Report, notices, etc. to the e-mail IDs of shareholders. Your Company has accordingly arranged to send the soft copies of these documents to the e-mail IDs of shareholders wherever applicable. In case any shareholder would like to receive physical copies of these documents, the same shall be forwarded upon receipt of written request.

Human Resource Development and Industrial Relations

The human resource philosophy and strategy of your Company has been designed to attract and retain the best talent on offer. Employees are your Company''s most valuable assets and your Company''s processes are designed to empower employees and support creative approaches in order to create enduring value. Your Company''s human resource management systems and processes aim to enhance organisational performances. The Company focuses on quick grievance resolution mechanisms and maintains absolute harmony with its work force and as such it has not faced any labour trouble since inception.

Particulars as per Section 134 (3)(m) of the Companies Act, 2013.

Particulars of conservation of energy, technology absorption and foreign exchange earnings and outgo as required under Section 134 (3)(m) of the Companies Act, 2013, read with the Companies (Accounts) Rules, 2014 are given in Annexure 9 and forms part of this Report.

Transfer of amounts to Investor Education and Protection Fund

Pursuant to the provisions of Section 205A(5) and 205C of the Companies Act, 1956, relevant amounts which remained unpaid or unclaimed for a period of seven years have been transferred by the Company, from time to time on due dates, to the Investor Education and Protection Fund.

Pursuant to the provisions of Investor Education and Protection Fund (Uploading of information regarding unpaid and unclaimed amounts lying with companies) Rules, 2012, the Company has uploaded the details of unpaid and unclaimed amounts lying with the Company as on 11th September, 2014 (date of last Annual General Meeting) on the Company''s website (www.centuryply.com), as also on the website of Ministry of Corporate Affairs.

annexures

Annexures Forming a Part of this Report of the Directors

The Annexures referred to in this Report containing information required to be disclosed are annexed as under:

Annexure Particulars

1 Statement containing salient features of financial statements of Subsidiaries and Associates

2 Details of Loans, Guarantees and Investments

3 Particulars of contract or arrangements entered into by the Company with Related Parties

4 Secretarial Audit Report

5 Particulars of Employees and Managerial Remuneration

6 Remuneration Policy

7 Annual Report on Corporate Social Responsibility

8 Extract of Annual Return

9 Particulars of conservation of energy, technology absorption and foreign exchange earnings and outgo

appreciation

Your Directors place on record their deep appreciation to employees at all levels for their hard work, dedication and commitment. The enthusiasm and unstinting efforts of the employees have enabled the Company to remain a leading player in the industry.

The Board places on record its appreciation for the support and co-operation your Company has been receiving from its suppliers, redistribution stockists, retailers, business partners and others associated with the Company as its trading partners. Your Company looks upon them as partners in its progress and has shared with them the rewards of growth. It will be the Company''s endeavour to build and nurture strong links with the trade based on mutuality of benefits, respect for and co-operation with each other, consistent with consumer interests.

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

For and on behalf of the Board of Directors

Sajjan Bhajanka Chairman and Kolkata, 28th April, 2015 Managing Director

Mar 31, 2014

Dear Members,

The Directors are pleased to present the 33rd Annual Report and the Company''s audited accounts for the financial year ended 31st March, 2014.

Financial Results

The Company''s financial performance, for the year ended 31st March, 2014 is summarised below: Rs. in Crores

Name CONSOLIDATED STAND ALONE 2014-14 2012-13 2014-14 2012-13

Gross Income 1457.96 1287.96 1400.06 1237.57

Net Income 1351.35 1188.85 1293.45 1138.46

Profit Before Depreciation, Interest & Tax 161.91 130.57 157.66 120.15

Depreciation 38.71 27.96 33.24 26.73

Interest & Finance Charges 60.34 40.36 55.12 39.05

Exceptional Items -

Profit Before Tax 62.86 62.25 69.30 54.37

Tax Expenses (0.47) 4.58 2.36 1.72

Profit after Tax before Minority Interest 63.33 57.67 66.94 52.65

Less : Minority Interest 3.13 2.46 - -

Add: Proportionate share of loss in associates 0.06 (0.02) - -

Net Profit after Minority Interest and share of loss of associate 60.26 55.19 66.94 52.65

Surplus in Statement of Profit and Loss

At the beginning of the year 199.19 549.22 194.69 206.56

Less: On cessation of subsidiaries pursuant to the Scheme of - 340.70 - -

Arrangement

Add: Profit for the year 60.26 55.19 66.94 52.65

Less:

- Proportionate Dividend on Preference Shares - 0.02 - 0.02

- Proposed Dividend of Rs.1 (Previous Year Rs.0.25) on Equity Shares 22.22 5.56 22.22 5.56

- Tax on proposed Equity Dividend 2.95 0.94 2.95 0.94

- Transfer to Capital Redemption Reserve - 0.50 - 0.50

- Transfer to General Reserve 8.12 57.50 7.00 57.50

At the end of the year 226.16 199.19 229.46 194.69

performance and operations reVieW

According to the latest estimate, Indian economy grew by 4.7% in FY 2014. Despite a good monsoon, the manufacturing indices had declined, commodity prices stayed at high levels and food inflation reached an all-time high, which resulted in sustained CPI inflation

of over 10% in the last financial year. The Rupee depreciated significantly before retracting in the latter half of the year. Consumer sentiments remained subdued for most part of FY 2014. However, the slow GDP growth appears to have bottomed out and economic activity is expected to pick up from the second quarter of FY 2015.

During FY 2014, against the backdrop of a challenging business environment, your Company reported a top-line growth of 13%

over the previous year. At Standalone level, the Gross Income stood at Rs.1400.06 Crores as compared to Rs.1237.57 Crores in the previous year. Profit before tax increased from Rs.54.37 Crores to Rs.69.30 Crores reflecting a growth of 27%. Net Profit after tax was Rs.66.94 Crores compared to Rs.52.65 Crores in previous year, reflecting a growth of 27%.

The Consolidated Gross Income for FY 2014 was placed at Rs.1457.96 crores against Rs.1287.96 crores during the previous year, registering a growth of over 13%. The Net Profit after minority interest and share of profit of associates was Rs.60.26 crores against Rs.55.19 crores in previous year, reflecting a growth of 9%.

The operations and financial results of the Company are elaborated in the annexed Management Discussion and Analysis.

Dividend

Your Directors have recommended a dividend of Rs.1 per equity share (last year Rs.0.25 per equity share) of face value Rs.1 each (exclusive of applicable tax on dividend). The dividend payout is subject to approval of members at the ensuing Annual General Meeting.

Internal Control Systems and their Adequacy

Your Company has an effective internal control and risk- mitigation system, which is constantly assessed and strengthened with new/revised standard operating procedures. The Company''s system of internal control has been designed to provide a reasonable assurance with regard to maintaining of proper accounting controls, monitoring of operations, protecting assets from unauthorized use or losses, compliance with regulations and for ensuring reliability of financial reporting. Your Company runs on SAP,which ensures integrated accounting, information and control systems.

The main thrust of the internal audit process is test and review of controls, independent appraisal of risks, business processes and benchmarking internal controls with best practices.

The Audit Committee of the Board of Directors actively reviews the adequacy and effectiveness of the internal control systems and suggests improvements to strengthen them. The Company has a robust Management Information System, which is an integral part of the control mechanism. Significant deviations are brought to the notice of the Audit Committee of the Board periodically and corrective measures are recommended for implementation. All these steps facilitate timely detection of any irregularities and early remedial measures.

Subsidiaries & Associates

Auro Sundram Ply & Door Pvt. Ltd. (ASPDPL), Aegis Business Ltd. (ABL), Aegis Overseas Ltd. (AOL), Century MDF Ltd. (CML) and Centuryply Myanmar Pvt. Ltd. (CMPL) continue to remain subsidiaries of the Company. CMPL has set up a veneer and plywood unit near Yangon city in Myanmar, which has become operational in 2013-14.

ASPDPL is operating a plywood unit at Raipur Industrial Area, Uttarakhand. This unit is manufacturing plywood and allied products from eco-friendly agro-forestry timber.

ABL and AOL are engaged in logistic and trading of mineral and other commodities. ABL has also entered into shipping business by acquiring a super max vessel of 52261 ton capacity.

Ara Suppliers Pvt. Ltd., Arham Sales Pvt. Ltd., Adonis Vyaper Pvt. Ltd., Apnapan Viniyog Pvt. Ltd., Aegis Siam Ltd. and Aegis Siam Resources Company Ltd. continued to remain our Associate Companies. During the year, the Company acquired 50% stake in Century Infotech Ltd., thereby making it its Associate Company. Century Infotech Ltd. is engaged in business of e-commerce, e-shopping, online information services, online application integration including buying, selling, marketing, trading and dealing in various kinds of products and services on internet.

Consolidated financial statements

The Ministry of Corporate Affairs, Government of India vide its Circular No. 2/2011 dated 8th February, 2011, exempted companies from complying with the requirements of Section 212, subject to fulfilment of certain conditions. Accordingly

the Board of Directors of the Company has, by resolution given consent for not attaching the Balance Sheet, Statement of Profit and Loss and other documents of the subsidiary companies in the Annual Report of the Company for the financial year ended 31st March, 2014.

The Company has prepared audited consolidated financial statements for the financial year 2014 in accordance with Accounting Standard 21 and the same forms a part of this Annual Report. The Statement pursuant to Section 212 of the Companies Act, 1956, highlighting the summary of the financial performance of our subsidiaries is annexed to this report. A statement of holding Company''s interest in subsidiaries is also annexed.

The audited financial statements and audit reports of each of the subsidiaries are available for inspection at the registered office of the Company and that of the subsidiaries during office hours between 11.00 A.M. to 1.00 P.M. and are also available on the Company''s website, www.centuryply.com. Upon written request from a shareholder, your Company will arrange to send the financial statements of subsidiary companies to the said shareholder.

fUtUre oUtlooK

In the recent past, the Indian economy has had to overcome varied challenges in its resolve to sustain its economic success. The major challenges included unsupportive external environment, domestic structural constraints, growth slowdown and inflationary pressures. The growth slowdown in India is broadly in sync with trends in similar emerging economies. The sharp downturn in growth owes to the interface of domestic factors with the global economic environment of uncertainties and slow growth in many advanced economies. The revival in agriculture on the back of a steady monsoon and robust growth in financial and business services led to a modest uptick in growth in 2013-14. From 2014 onwards, global growth prospects are projected to improve over the medium term at a gradual pace. In India, several reform measures have been undertaken which are expected to help in revival of investment and growth in the economy. In addition, resurgence of exports, prospects of revival in the global economy and moderation in inflation observed recently, point to a better outlook for the Indian economy in 2014-15 vis-Ã -vis 2013-14.

Global economic indicators are expected to improve, led by positive prospects in advanced economies. Despite a strengthening external demand, uncertainty continues to loom large on the economic horizon of some emerging economies owing to domestic fragilities. The global economic climate continues to be volatile, uncertain and prone to geo-political risks.

For India, economic activity is expected to improve modestly,

driven by global economic revival and moderation in inflation. Upside pressures on inflation and consumption, hinge on the vagaries of the monsoon and the pace of revival of the investment climate will determine to a very large extent India''s economic performance, going forward.

Economic growth is likely to accelerate in the next fiscal as the reform process continues and begins to bear fruit. The pick-up will be aided by implementation of stalled projects, debottlenecking of the various sectors and a recovery in industry on higher external demand. The GDP forecast for the next fiscal is driven by a partial unclogging of domestic policy logjam as well as improved global growth prospects.

Stakeholders are markedly bullish about the future and expect the business environment to be upbeat in the current financial year in view of the imminent change in regime and introduction of economic enablers to stimulate growth. Sentiments of home buyers and investors is seeing an improvement, displaying a strong positive outlook for the real estate sector.

The Indian markets are now poised to gain from the structural changes expected revolving around reforms and infrastructure spending. A fall in the interest rates could lead to a revival in the investment cycle, leading to substantial improvement in the earnings of the industrial sector.

The Indian real estate sector plays a significant role in the country''s economy. The real estate sector is second only to agriculture in terms of employment generation and contributes considerably towards GDP. The real estate sector is poised to grow manifold in the next decade in view of the prevailing phenomenal shortage of dwelling units.

Since Plywood and laminate are essential part of interior furnishing, the demand for these products is directly related to the growth of infrastructure and real estate sector. With continued government focus on infrastructure and real estate sector the demand for Company''s products is expected to remain buoyant. With strong and preferred "Centuryply" brand under its fold, the Company is expected to perform better in current fiscal.

Future plans of expansion

Considering buoyant demand for the products and marketing strength of "Centuryply" brand, the Company has plans for capacity expansions through organic and inorganic routes. The Company''s green-field plywood unit in Gujarat, has already started production. Another green-field plywood unit in Myanmar, has being set up by Company''s wholly owned subsidiary Centuryply Myanmar Pvt. Ltd. and has started production in 2013-14. The Company has already entered into ready-made furniture business, initially with trading format and two mega show rooms at Kolkata and Bangalore. The Company has plans to promote a green-field Medium Density Fiber Board and Particle Board Unit in Andhra Pradesh.

The Company is continuing its focus on logistic service sector. The two Container Freight Stations (CFS) of the Company near Kolkata Port are fully operational. The combined capacity of these two CFSs is 130000 TEUs per annum, which is almost 2/3rd of total CFS capacity available at Kolkata Port. The Company is exploring further possibilities in logistic service sector.

Directors

Sri Sajan Kumar Bansal was appointed as Additional Director of the Company on 8th July, 2013 and his appointment was confirmed by the members in their Annual General Meeting held on 25th September, 2013. He, however, resigned from the Directorship of the Company with effect from 6th May, 2014. The Board places on record its appreciation for the services and contribution made by him during his tenure.

As per the provisions of the Companies Act, 2013, Sri Prem Kumar Bhajanka retires by rotation, and being eligible, offers himself for re-appointment. In view of his considerable experience and contribution to the Company, your Directors recommend his re-appointment.

As per the provisions of Section 149(1) of the Act and amended Clause 49 of the Listing Agreement, the Company is required to have atleast one woman director. Keeping in view this requirement, Smt. Mamta Binani (holding DIN 00462925), was appointed as Director of the Company with effect from 24th July, 2014 on recommendation of the Nomination and Remuneration Committee, in the intermittent vacancy caused by the resignation of Sri Sajan Kumar Bansal.

In terms of Section 161(4) of the Companies Act, 2013 (including any statutory modification(s) or re-enactment thereof for the time being in force), Smt. Mamta Binani would have held office up to the date up to which Sri Bansal would have held the same, had it not been vacated. However, considering the requirements of Sections 149 and 152, appointment of Smt. Mamta Binani as Independent Director needs to confirmed by the Members at the ensuing Annual General Meeting.

The Company has received requisite notice in writing from a member in terms of Section 160 of the Companies Act, 2013 proposing Smt. Mamta Binani for appointment as Independent Director, not liable to retire by rotation, for a term up to 31st March, 2019.

The Companies Act, 2013 provides for appointment of

independent directors. Sub-section (10) of Section 149 of the Companies Act, 2013 provides that Independent Director shall hold office for a term of up to five consecutive years on the Board of a company and shall be eligible for re-appointment on passing a special resolution by the shareholders of the company. Sub-section (11) states that no independent director shall be eligible for more than two consecutive terms of up to five years each. Sub-section (13) states that the provisions in respect of retirement of directors by rotation as defined in sub- sections (6) and (7) of Section 152 of the Act shall not apply to such independent directors. Further, appointment of existing Independent Directors as required by the Companies Act, 2013, also needs to be made as per Sections 149, 150 and 152 read with Schedule IV thereto and rules made thereunder.

Accordingly, Sri Manindra Nath Banerjee (DIN: 00312918), Sri Mangi Lal Jain (DIN: 00353075), Sri Samarendra Mitra (DIN: 05105399), Sri Santanu Ray (DIN: 00642736) and Sri Asit Pal (DIN: 00742391), existing Independent Directors of the company, are proposed to be appointed as Independent Directors of the Company, not liable to retire by rotation, for a term up to 31st March, 2019.

The Company has received requisite notices in writing from members in terms of Section 160 of the Companies Act, 2013 proposing Sri Manindra Nath Banerjee, Sri Mangi Lal Jain, Sri Samarendra Mitra, Sri Santanu Ray and Sri Asit Pal for appointment as Independent Directors.

The Company has received declarations from all the Independent Directors of the Company confirming that they meet with the criteria of independence as prescribed both under sub-section (6) of Section 149 of the Companies Act, 2013 and under Clause 49 of the Listing Agreement with the Stock Exchanges.

The brief resume of the aforesaid Directors and other information have been detailed in the Notice. Your Directors recommend their appointment as Directors of your Company

Directors'' responsiBility statement

Pursuant to the requirement of Section 217(2AA) of the Companies Act, 1956, with respect to Directors'' Responsibility Statement, the Directors hereby confirm that:-

(i) in the preparation of the annual accounts for the year ended 31st March, 2014, the applicable accounting standards read with requirements set out under Schedule VI to the Companies Act, 1956, have been followed and there are no material departures from the same;

(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 as at the end of the financial year and of the profit of the Company for that period;

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

(iv) the Directors have prepared the annual accounts of the Company on a ''going concern'' basis.

Management discussion and analysis

Management''s Discussion and Analysis for the year under review, as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges, is presented in a separate section forming part of the Annual Report.

Corporate Governance

The Company is committed to maintain the highest standards of corporate governance and adhere to the corporate governance requirements set out in Clause 49 of the Listing Agreement.

The Report on corporate governance as stipulated under Clause 49 of the Listing Agreement forms part of the Annual Report.

The requisite certificate from M/s. MKB and Associates, Practising Company Secretaries confirming compliance with the conditions of corporate governance as stipulated under the aforesaid Clause 49, is attached to the Report on corporate governance. This Certificate will be forwarded to the Stock Exchanges along with the Annual Report of the Company.

During the period from 1st April, 2013 to 7th July, 2013, the Company''s Board of Directors did not have adequate number of Non-executive Directors and Independent Directors. The Company had appointed Sri Sajan Kumar Bansal as an Independent Director on the Board of the Company with effect from 8th July, 2013 within the permissible time limit and with this appointment, requirements of Clause 49(IA) of the Listing Agreement stood complied with.

ceo/cfo certification

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

Auditors & auditors'' report

M/s. S. R. Batliboi & Co. LLP, Chartered Accountants, the Statutory Auditors retire at the conclusion of the ensuing Annual General Meeting and have expressed their unwillingness to be reappointed for a further term. A Notice has been received from a shareholder pursuant to Section 140(4) read with Section 115 of the Companies Act, 2013 proposing a resolution for approval of the shareholders at the ensuing Annual General Meeting for appointment of M/s. Singhi & Co., Chartered Accountants, as the Statutory Auditors of the Company. The Board of Directors of the Company have, subject to approval of the Members, decided to make a change in the Statutory Auditors. This change is in order to remain at the forefront of good governance and in recognition of regulatory changes in India.

A resolution proposing appointment of M/s. Singhi & Co. as the Statutory Auditors of the Company pursuant to Section 139 of the Companies Act, 2013, forms a part of the Notice convening the Annual General Meeting. M/s. Singhi & Co. have given their consent to act as Auditors, if appointed. The Company has received a letter from them to the effect that they satisfy the criteria provided in Section 141 of the Companies Act, 2013 and that their appointment, if made, would be within the limits prescribed under Section 141(3)(g) of the Companies Act, 2013.

Members are requested to consider their appointment as Statutory Auditors of the Company from the conclusion of this Annual General Meeting until conclusion of the Thirty Eighth Annual General Meeting of the Company, subject to ratification at every Annual General Meeting and to fix their remuneration for the financial year ending 31st March, 2015.

The Board placed on record its appreciation for the services rendered by M/s. S. R. Batliboi & Co. LLP as the Statutory Auditors of the Company.

The Notes on Financial Statements referred to in the Auditors'' Report are self-explanatory and do not call for any further comments.

Cost Auditors

Your Company had appointed M/s. B. G. Chowdhury & Co., Cost Accountant, of 4A, 11/47A, Panditia Road, Kolkata- 700029, having Firm registration number 000064, as Cost Auditor for audit of cost records maintained in respect of plywood, laminate, veneer and related products for the financial year ended 31st March, 2013. The Cost Audit Report was filed by the Cost Auditor on 11th December, 2013.

Corporate Social Responsibility

The Company''s Corporate Social Responsibility (CSR) initiatives has played pivotal role in improving the lives of the communities and society at large and in and around our operations with an objective to energize, involve and enable them to realise their potential. This has also enabled us to fulfil our commitment to be a socially responsible corporate citizen.

During the year, your directors have constituted the Corporate Social Responsibility Committee (CSR Committee) comprising of Sri Sajjan Bhajanka as the Chairman and Sri Hari Prasad Agarwal and Sri Mangi Lal Jain as other members.

The said Committee has also formulated a Corporate Social Responsibility Policy (CSR Policy) indicating the activities to be undertaken by the Company, monitoring the implementation of the framework of the CSR Policy and the amount to be spent on CSR activities.

Green initiatives in corporate Governance

Ministry of Corporate Affairs has permitted companies to send electronic copies of Annual Report, notices etc., to the e-mail IDs of shareholders. Your Company has accordingly arranged to send the soft copies of these documents to the e-mail IDs of shareholders wherever applicable. In case any shareholder would like to receive physical copies of these documents, the same shall be forwarded upon receipt of written request.

hUman resoUrce de Velopment & indUstrial relations

The human resource philosophy and strategy of your Company has been designed to attract and retain the best talent on offer. Employees are your Company''s most valuable assets and your Company''s processes are designed to empower employees and support creative approaches in order to create enduring value. Your Company''s human resource management systems and processes aim to enhance organisational performances. The Company focuses on quick grievance resolution mechanisms and maintains absolute harmony with its work force and as such it has not faced any labour trouble since inception.

particulars as per section 217 of the companies act, 1956.

Particulars of Employees

The particulars of employees as required by Section 217 (2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, in respect of the employees employed throughout the financial year and drawing Rs.60 lacs or more is annexed separately. There was no employee who was employed for part of the financial year, requiring such disclosure.

Particulars of Conservation of Energy, Technology Absorption and Foreign Exchange Earning and Outgo

Particulars of conservation of energy, technology absorption and foreign exchange earnings 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 are given in the annexure attached hereto and forms part of this Report.

Transfer of amoUnts to inVestor edUcation and protection fUnd

Pursuant to the provisions of Section 205A(5) and 205C of the Companies Act, 1956, relevant amounts which remained unpaid or unclaimed for a period of seven years have been transferred by the Company, from time to time on due dates, to the Investor Education and Protection Fund.

Pursuant to the provisions of Investor Education and Protection Fund (Uploading of information regarding unpaid and unclaimed amounts lying with companies) Rules, 2012, the Company has uploaded the details of unpaid and unclaimed amounts lying with the Company as on 25th September, 2013 (date of last Annual General Meeting) on the Company''s website (www.centuryply. com), as also on the Ministry of Corporate Affairs'' website.

Public Deposits

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

Appreciation

Your Directors place on record their deep appreciation to employees at all levels for their hard work, dedication and commitment. The enthusiasm and unstinting efforts of the employees have enabled the Company to remain as a leading player in the industry.

The Board places on record its appreciation for the support and co-operation your Company has been receiving from its suppliers, redistribution stockists, retailers, business partners and others associated with the Company as its trading partners. Your Company looks upon them as partners in its progress and has shared with them the rewards of growth. It will be the Company''s endeavour to build and nurture strong links with the trade based on mutuality of benefits, respect for and co- operation with each other, consistent with consumer interests.

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

For and on behalf of the Board of Directors

Sajjan Bhajanka

Kolkata, 24th July, 2014 Executive Chairman

Mar 31, 2013

Dear Shareholder''s

The Directors have great pleasure in presenting the 32nd Annual Report together with the audited Balance Sheet as at 31st March, 2013 and Statement of Profit & Loss for the year ended on that date.

FINANCIAL RESULTS (Rs. in Crores)

Particulars CONSOLIDATED STANDALONE 2012-13 2011-12 2012-13 2011-12

Gross Income 1287.96 1784.78 1237.57 1202.40

Net Income 1188.85 1672.41 1138.46 1122.46

Profit Before Depreciation,Interest & Tax 130.57 290.32 120.15 142.65

Depreciation 27.96 55.62 26.73 26.51

Interest & Finance Charges 40.36 58.54 39.05 39.96

Exceptional Items - 20.64 - 13.22

Profit Before Tax 62.25 155.52 54.37 62.96

Tax Expenses 4.58 5.76 1.72 2.87

Profit after Tax before Minority Interest 57.67 149.76 52.65 60.09

Less: Minority Interest 2.46 26.96 - -

Less: Proportionate share of loss in associates 0.02 0.04 - -

Net Profit after Minority Interest and share of loss of Associates 55.19 122.76 52.65 60.09

Surplus in Statement of Profit & Loss

At the beginning of the year 549.22 458.59 206.56 178.60

Less : On cessation of subsidiaries pursuant to the Scheme of Arrangement 340.70 - - -

Add : Profit for the year 55.19 122.76 52.65 60.09

Less :

-Interim Dividend on Equity Shares - 22.22 - 22.22

-Tax on Interim Dividend - 3.60 - 3.60

- Proportionate Dividend on Preference Shares 0.02 0.05 0.02 0.05

- Tax on Dividend on Preference Shares - 0.01 - 0.01

-Proposed Dividend of Rs. 0.25 on Equity Shares 5.56 - 5.56 -

-Tax on proposed Equity Dividend 0.94 - 0.94 -

-Transfer to Capital Redemption Reserve 0.50 - 0.50 -

-Transfer to General Reserve 57.50 6.25 57.50 6.25

At the end of the year 199.19 549.22 194.69 206.56

DEMERGER OF FERRO ALLOY AND CEMENT DIVISION

Pursuant to the Scheme of Arrangement (''the Scheme'') approved by the Hon''ble High Court of Calcutta, all the assets and liabilities of the Ferro Alloy and Cement division (i.e. business and interest of the company in manufacture of ferro alloys and cement including captive power plants attached thereto) have been transferred to and vested in Star Ferro and Cement Limited (Resulting Company) at their respective book values on going concern basis from 1st April, 2012 being the appointed date. As per the Scheme, the appointed date as approved by the Hon''ble Court is 1st April, 2012 and effective date is 28th June, 2013 being the date on which the certified copy of the order sanctioning the said scheme was filed with the Registrar of Companies, West Bengal, in accordance with the Companies Act, 1956. Though the Scheme has become effective after the Balance Sheet date, it is operative from the appointed date 1st April, 2012 and accordingly effect of the same has been given in the accounts for the financial year 2012-13.

The figures for current year are not comparable with figures of previous year due to effect of the Scheme in current year figures.

PERFORMANCE AND OPERATIONS REVIEW

2012-13 being the year under review was a challenging year amidst global uncertainties and disturbances in many parts of the world especially Euro Zone. The global economy improved slowly, but was short on expectations. Several European economies experienced recession due to high unemployment, banking fragility, fiscal tightening and sluggish growth. The U.S. economy improved marginally, driven mainly by housing and the consumer sectors; however, capital investments remained sluggish. Among the Asian economies, China going through a political transition, experienced considerably slow growth. Deceleration in industrial output and exports weakened India''s economic growth significantly.

Despite these constraints and challenging environment, the Company performed reasonably well and the highlights of the performance are as under:

Gross Income rose from Rs. 1,202.40 Crores to Rs. 1,237.57 Crores reflecting a growth of 3%. Profit before tax reduced from Rs. 62.96 Crores to Rs. 54.37 Crores reflecting a fall of 14%. Net Profit after tax was Rs. 52.65 Crores compared to Rs. 60.09 Crores in previous year, reflecting a fall of 12%. The same was adversely impacted due to unprecedented loss on account of foreign exchange difference.

On consolidated basis also, Gross Income was Rs. 1,287.96 Crores against Rs. 1784.78 Crores during the previous year, reflecting a fall of over 28%. The Net Profit after minority interest and share of loss of associates was Rs. 55.19 Crores against Rs. 122.76 Crores in previous year. Fall in profit was primarily due to unprecedented loss on account of foreign exchange difference and effect of demerger in the accounts.

The operations and financial results of the Company are elaborated in the annexed Management Discussion and Analysis. On account of the demerger, the previous year''s figures of the company are not comparable.

DIVIDEND

In view of pressure on profitability and to conserve resources, the Board of Directors recommend dividend @ Rs. 0.25 per equity share. During the year, the Board has also declared and paid pro rata dividend on Preference Shares at coupon rate of 9% per annum till the date of their redemption. All dividend amounts are exclusive of tax on dividend.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company maintains appropriate systems of internal control, including monitoring procedures, to ensure that all assets are safeguarded against loss from unauthorised use or disposition. Company policies, guidelines and procedures are in place to ensure that all transactions are authorised, recorded and reported correctly as well as provide for adequate checks and balances. Your Company runs on SAP, which ensures integrated accounting, information and control systems.

The internal audit reviews the effectiveness and efficiency of these systems and procedures. Audits are finalised and conducted based on internal risk assessment. Significant deviations are brought to the notice of the Audit Committee of the Board periodically and corrective measures are recommended for implementation. All these steps facilitate timely detection of any irregularities and early remedial measures with no monetary loss.

SUBSIDIARIES & ASSOCIATES

Consequent to the Scheme of Arrangement (''the Scheme'') being effective, the business and interest of the company in manufacture of ferro alloys and cement including captive power plants attached thereto have been transferred to and vested in Star Ferro and Cement Limited (Resulting Company). Accordingly Cement Manufacturing Company Ltd., Meghalaya Power Ltd., Megha Technical & Engineers Pvt. Ltd, Star Cement Meghalaya Ltd. and NE Hills Hydro Ltd. ceased to be subsidiaries of the Company with effect from 1st April, 2012.

In accordance with the scheme approved, Company''s investment worth Rs. 5 Lacs in Star Ferro and Cement Limited was also cancelled and as such Star Ferro and Cement Limited ceased to be a subsidiary of the company.

Auro Sundram Ply & Door Pvt. Ltd. (ASPDPL), Aegis Business Ltd. (ABL) and Aegis Overseas Ltd. (AOL) continued to remain subsidiaries of the Company. During the year, the Company acquired the entire shareholding of Century MDF Ltd. (CML), thereby making it its wholly owned subsidiary. The Company also formed another wholly owned subsidiary Centuryply Myanmar Pvt. Ltd. (CMPL) with registered office in Myanmar. CML was acquired for the purpose of implementing company''s plan to enter MDF business. CMPL is a company registered in and as per laws of Myanmar. CMPL is setting up a veneer and plywood unit near Yangon city in Myanmar, which is expected to be operational within 2013-14.

ASPDPL is operating a plywood unit at Raipur Industrial Area, Uttarakhand. This unit is manufacturing plywood and allied products from eco-friendly agro-forestry timber.

ABL and AOL are engaged in logistic and trading of mineral and other commodities. ABL has also entered into shipping business by acquiring a super max vessel of 52261 ton capacity.

Ara Suppliers Pvt. Ltd., Arham Sales Pvt. Ltd., Adonis Vyaper Pvt. Ltd. and Apnapan Viniyog Pvt. Ltd. continued to remain our Associate Companies.

During the year, the Company''s subsidiary AOL acquired 49% shareholding each in Aegis Siam Ltd. (ASL) and Aegis Siam Resources Company Ltd. (ASRCL) and as such, ASL and ASRCL have also become our Associate Companies. Both ASL and ASRCL are engaged in the business of trading in minerals and analysis and examination of mines.

CONSOLIDATED FINANCIAL STATEMENTS

The Ministry of Corporate Affairs, Government of India, has granted a general exemption under Section 212(8) of the Companies Act, 1956 from the requirement to attach detailed financial statements of each subsidiary. In compliance with the exemption granted, we have presented a summary financial information for each subsidiary in this Report. A statement of holding company''s interest in subsidiaries is also furnished separately.

The detailed financial statements and audit reports of each of the subsidiaries are available for inspection at the registered office of the Company and that of its subsidiaries during office hours between 11.00 A.M. to 1.00 P.M. and upon written request from a shareholder, your Company will arrange to send the financial statements of subsidiary companies to the said shareholder. Further, the report and accounts of the subsidiary companies will also be available on the Company''s website, www.centuryply.com.

The Consolidated Financial Statements of the Company prepared as per Accounting Standards - AS 21 and AS 23, consolidating the Company''s accounts with its subsidiaries and associates, has also been included as part of this Annual Report.

FUTURE OUTLOOK

The global economic outlook can now be said to be comfortable. However further turbulence in Euro-zone cannot be ruled out as countries like Italy are fatigued with austerity measures imposed on them and they may seek further hair cut from their lenders. We being global economy are unlikely to remain insulated from global developments. However, considering strong fundamentals India enjoys, India is well positioned to outperform. Despite all odds, it is also a fact that in any cross- country comparison, India still remains among the front runners in economic growth. If India can continue to build on its economic strength, it can be a source of stability for the world economy and provide a safe destination for restless global capital.

The rupee movement is now more or less settled and range bound. Although volatility has considerably reduced, still movement in rupee will remain a major concern. With the Government''s lenient policy on GAAR, foreign investment inflow which was interrupted in between, is likely to continue.

While India continues to be one of the fastest growing economies, this pace of growth is unlikely to sustain unless it is supported by an equally robust development of its infrastructure, Key requirements in order to achieve a GDP growth rate exceeding 8-9% include roads, power, ports as well as urban infrastructure. The last couple of budgets have taken steps in the right direction for growth of the sector.

The Indian real estate sector plays a significant role in the country''s economy. The real estate sector is second only to agriculture in terms of employment generation and contributes considerably towards GDP. Almost 5% of the country''s GDP is contributed by the housing sector, which is expected to rise to 6%. According to the tenth five year plan, there is a shortage of 22.4 million dwelling units. Thus, over the next 10 to 15 years 80 to 90 million dwelling units will have to be constructed. According to a study, the real estate market in India is expected to grow rapidly due to improvement in affordability, betterjob security and availability of housing finance.

Since Plywood and laminate are essential part of interior furnishing, the demand for these products is directly related to the growth of infrastructure and real estate sector. With continued government focus on infrastructure and real estate sector the demand for company''s products is expected to remain buoyant. With strong and preferred "Centuryply" brand under its fold, the company is expected to perform better in current fiscal.

FUTURE PLANS OF EXPANSION

Considering buoyant demand for the products and marketing strength of "Centuryply" brand, the company has plans for capacity expansions through organic and inorganic routes. The Company''s green-field plywood unit in Gujarat, has already started production. Another green-field plywood unit in Myanmar, is being set up by Company''s wholly owned subsidiary Centuryply Myanmar Pvt. Ltd. is expected to start production in 2013-14. The Company has already entered into ready- made furniture business, initially with trading format and two mega show rooms at Kolkata and Bangalore. The Company has plans to promote a green-field Medium Density Fiber Board and Particle Board Unit in Andhra Pradesh.

The Company is continuing its focus on logistic service sector. The two Container Freight Stations (CFS) of the Company near Kolkata Port are fully operational. The combined capacity of these two CFSs is 130000 TEUs per annum, which is almost 2/3rd of total CFS capacity available at Kolkata Port. The Company is exploring further possibilities in logistic service sector.

DIRECTORS

Smt. Plistina Dkhar resigned from the Directorship of the Company with effect from 11th March, 2013. Your Directors appreciate the services rendered by her to the Company.

Sri Sajan Kumar Bansal was appointed as Additional Director of the Company on 8th July, 2013 by the Board of Directors. He would hold such office till the ensuing Annual General Meeting. The Company has received notice under Section 257 of the Companies Act, 1956 proposing his candidature to the office of Director of the Company. In view of considerable experience of Sri Bansal, your Directors recommend his appointment.

Articles of Association of the Company provide that at least two-third of our Directors shall be subject to retirement by rotation. One third ofthese retiring Directors must retire from office at each Annual General Meeting ofthe shareholders. A retiring Director is eligible for re-election. Sri Manindra Nath Banerjee, Sri Mangi Lal Jain and Sri Santanu Ray retire by rotation, and being eligible, offer themselves for re-appointment. In view of their considerable experience and contribution to the Company, your Directors recommend their re-appointment.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the requirement of Section 217(2AA) of the Companies Act, 1956, with respect to Directors'' Responsibility Statement, the Directors hereby confirm that:

(i) in the preparation of the annual accounts for the year ended 31st March, 2013, the applicable Accounting Standards have been followed and that no material departures are made from the same;

(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 as at the end of the financial year and of the profit of the Company for that period;

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

(iv) the Directors had prepared the annual accounts for the financial year ended 31st March, 2013, on a going concern basis.

MANAGEMENT DISCUSSION AND ANALYSIS

Management Discussion and Analysis on Company''s performance and industry trends with respect to the company is attached separately to this Annual Report.

CORPORATE GOVERNANCE

The Company is committed to good corporate governance in line with the Listing Agreement. A detailed report on your Company''s Corporate Governance practices is provided separately in this Annual Report.

A certificate of compliance from M/s. S. R. Batliboi & Co. LLP, Chartered Accountants and the report on Corporate Governance forms part of this Directors'' Report. This Certificate will be forwarded to the Stock Exchanges along with the Annual Report of the Company. During the period from 11th March, 2013 to 31st March, 2013, the Company''s Board of Directors did not have adequate number of Non-executive Directors and Independent Directors. The Company had appointed Sri Sajan Kumar Bansal as an Additional Director in the category of Independent Director on the Board of the Company with effect from July 08, 2013 within the permissible time limit and with this appointment, requirements of Clause 49(IA) ofthe Listing Agreement stood complied with.

CEO/CFO CERTIFICATION

As required by Clause 49 ofthe Listing Agreement, the CEO/CFO certification has been submitted to the Board and a copy thereof is contained elsewhere in this Annual Report.

AUDITORS & AUDITORS'' REPORT

M/s. S. R. Batliboi & Co. LLP, Chartered Accountants, Statutory Auditors of the Company, retire at the conclusion of the ensuing Annual General Meeting of the Company. They have offered themselves for re-appointment as Statutory Auditors and have confirmed that their appointment, if made, will be within the limits prescribed under Section 224(1B) of the Companies Act, 1956. Your Directors recommend their re-appointment as Auditors.

The Board has taken note of the observations and remarks made by the Auditors in their Report in respect of statutory payments. The observation made by auditors on slight delay in payment of statutory dues is self explanatory. The Company has taken effective steps to streamline the statutory payments.

COSTAUDITORS

Your Company had appointed M/s. B. G. Chowdhury & Co., Cost Accountant, of 4A, 11/47A, Panditia Road, Kolkata- 700029, having Firm registration number 000064, as Cost Auditor for audit of cost records maintained in respect of Plywood, laminate, veneer and related products and ferro alloy units for the financial year ended 31st March, 2012. The Cost Audit Report was filed by the Cost Auditor on 21st May, 2013 while the due date was 31st January, 2013.

In respect of the financial year ended 31st March, 2013 also, your Company has appointed M/s. B. G. Chowdhury & Co., Cost Accountants, as Cost Auditor for audit of cost records maintained by the Plywood, laminate, veneer and related product units. The due date for filing the Cost Audit Reports is 27th September, 2013.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

The CSR philosophy of the Company is embedded in its commitment to all stakeholders, consumers, employees, the environment and the society. Your Company believes that it is this commitment which will deliver competitive, profitable and sustainable growth. The Company contributes a part of its income to social, charitable and cultural organizations. It reaches out with the objective of improving the quality of life of the economically deprived people in the places where the Company has a presence.

GREEN INITIATIVES IN CORPORATE GOVERNANCE

Ministry of Corporate Affairs has permitted companies to send electronic copies of Annual Report, notices etc., to the e-mail IDs of shareholders. Your Company has accordingly arranged to send the soft copies of these documents to the e-mail IDs of shareholders wherever applicable. In case any shareholder would like to receive physical copies of these documents, the same shall be forwarded upon receipt of written request.

HUMAN RESOURCE DEVELOPMENT & INDUSTRIAL RELATIONS

The human resource philosophy and strategy of your Company has been designed to attract and retain the best talent on offer. Employees are your Company''s most valuable assets and your Company''s processes are designed to empower employees and support creative approaches in order to create enduring value. Your Company''s human resource management systems and processes aim to enhance organisational performances. The Company focuses on quick grievance resolution mechanisms and maintains absolute harmony with its work force and as such it has not faced any labour trouble since inception.

PARTICULARS AS PER SECTION 217 OF THE COMPANIES ACT, 1956

Particulars of Employees

The particulars of employees as required by Section 217 (2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, in respect of the employees employed throughout the financial year and drawing Rs. 60 Lacs or more is annexed separately. There was no employee who was employed for part of the financial year, requiring such disclosure.

Information as to conservation of energy

The Company has always been conscious of the need of conservation of energy. Adequate energy conservation steps are being taken in all plants and offices of the Company. Additional information required to be given in terms of Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 are not applicable to the Company.

Information as to technology absorption

There is no specific area in which research and development is carried out by the Company but the Company constantly carries out research for improvement of its products. During the year under review there has been no specific and material capital/recurring expenditures on research and development. The Company is a member of Indian Plywood Industries Research and Training Institute (IPIRTI) and has contributed Rs. 15,000/- to it. The technologies used by the company are indigenous. Constant efforts are made towards absorption, adaptation and innovation of technologies used, for improvement/ development of products of the company.

Foreign Exchange earnings and outgoings

During the year, your Company has earned foreign exchange of Rs. 51.21 Crores and the outgoings in foreign exchange were Rs. 458.32 Crores. Details of foreign exchange earnings and outgo are provided in Note No. 43 to the Financial Statements.

PUBLIC DEPOSITS

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

APPRECIATION

The Directors commend the contribution made by employees to the continued satisfactory business performance during the year. Their dedication and competence has ensured that the Company continues to be a significant and leading player in the industry.

Your Directors take this opportunity to thank the customers, shareholders, vendors, business partners/associates, bankers, financial institutions, regulatory and government authorities and stock exchanges for their consistent support and encouragement to the Company.

For and on behalf of the Board of Directors

Sajjan Bhajanka

Kolkata, 8th July, 2013 Chairman

Mar 31, 2012

The Directors have great pleasure in presenting the 31st Annual Report together with the audited Balance Sheet as at 31st March, 2012 and Statement of Profit & Loss for the year ended on that date.

FINANCIAL RESULTS (Rs. in Crores)

Particulars CONSOLIDATED STANDALONE 2011-12 2010-11 2011-12 2010-11

Gross Income 1,784.78 1,447.09 1,202.40 953.75

Net Income 1,672.41 1,368.54 1,122.46 892.91

Profit before Depreciation, Interest & Tax 290.32 257.80 142.65 113.52

Depreciation 55.62 50.79 26.51 24.18

Interest & Finance Charges 58.54 23.18 39.96 13.56

Exceptional Items 20.64 - 13.22 -

Profit before Tax 155.52 183.83 62.96 75.78

Tax Expenses 5.76 (5.86) 2.87 1.27

Profit after Tax before Minority Interest 149.76 189.69 60.09 74.51

Less: Minority Interest 26.96 35.11 - -

Less : Proportionate share of loss in associates 0.04 - - -

Net Profit after Minority Interest and share of loss of associates 122.76 154.58 60.09 74.51

PERFORMANCE AND OPERATIONS REVIEW

2011-12 being the year under review was a year of recovery interrupted. In the year 2010-11 the challenges were many, but there was a sense that the world economy was on the mend and there was glimmer of hope. But reality turned out to be different. The sovereign debt crisis in the Euro zone intensified, political turmoil in Middle East injected widespread uncertainty, crude oil prices rose, an earthquake struck Japan and the overall gloom refused to lift. Now India is a global economy and we will be misled if we ignore the ground realities of the world. The global crisis has affected India''s Gross Domestic Product (GDP) adversely. There is a significant slowdown in comparison to the preceding two years, primarily due to deceleration in industrial growth, more specifically in private investment. Rising cost of credit and weak domestic business sentiment, added to this decline. Though India has been able to limit the adverse impact of this slowdown on our economy, this year''s economic performance has been disappointing. The Indian rupee depreciated significantly against the US Dollar marking a new risk for Indian economy. Till the beginning of the year under review very few had expected Rupee to depreciate with most hinting towards either appreciation or status quo in the rupee levels. Those few who had even anticipated may not have imagined the scale of depreciation with rupee touching a new low of around Rs. 54 per US Dollar.

Despite all odds year under review was a satisfactory year for the company. The Company continued its dominance in all its business segments and further increased its market share. Gross Income rose from Rs. 953.75 Crores to Rs. 1202.40 Crores reflecting a growth of 26%. Profit before Tax and exceptional items (loss on account of foreign exchange difference) increased from Rs. 75.78 Crores to Rs. 76.18 Crores reflecting a growth of 1%. Net Profit after Tax was adversely impacted due to unprecedented loss on account of foreign exchange difference and was Rs. 60.09 Crores compared to Rs. 74.51 Crores in previous year, reflecting a fall of 19%.

On consolidated basis also, your Company''s operations grew significantly. During the year under review, your Company achieved Gross Income of Rs. 1784.78 crores against Rs. 1447.09 crores during the previous year, reflecting a growth of over 23%. The Net Profit after minority interest and share of loss of associates was Rs. 122.76 crores against Rs. 154.58 crores in previous year. Fall in profit was primarily due to unprecedented loss on account of foreign exchange difference and sunset of transport subsidy in one of the subsidiary company.

DIVIDEND

In view of the consistent financial performance of the Company during the financial year 2011-12, the Board of Directors already declared and paid an interim dividend @ Rs. 1/- per equity share, which is at par with the dividend paid last year. Dividend on 9% Preference Shares shall be paid as per coupon rate. All dividend amounts are exclusive of tax on dividend.

INTERNAL CONTROL SYSTEMS

Your Company''s internal control systems are commensurate with its size and nature of business. Your Company believes that internal control is a necessary concomitant of the principle of governance that freedom of management should be exercised within a framework of appropriate checks and balances. Your Company remains committed to ensuring an effective internal control environment that provides assurance on the efficiency of operations and security of assets. Well established and robust internal audit processes, both at business and corporate levels, continuously monitor the adequacy and effectiveness of the internal control environment across your Company and the status of compliance with operating systems, internal policies and regulatory requirements. In the networked IT environment of your Company, validation of IT security continues to receive focused attention of the internal audit team which includes IT specialists. The Internal Audit function, consisting of qualified professionals reviews the quality of planning and execution of all ongoing projects involving significant expenditure to ensure that project management controls are adequate to yield optimum results. Your Company runs on SAP, which ensures integrated accounting, information and control systems.

SUBSIDIARIES & ASSOCIATES

As a purposeful strategy, your Company carries a part of its business operations through several subsidiaries which are formed either directly or as step-down subsidiaries or in certain cases by acquisition of majority stake in existing companies. As on 31st March, 2012, Cement Manufacturing Co. Ltd (CMCL), Auro Sundram Ply & Door Pvt. Ltd. (ASPDPL), Aegis Business Ltd. (ABL), Star Ferro and Cement Ltd. (SFCL), Meghalaya Power Ltd. (MPL), Megha Technical & Engineers Pvt. Ltd (MTEPL), Star Cement Meghalaya Ltd. (SCML), NE Hills Hydro Ltd. (NHHL) and Aegis Overseas Ltd. (AOL) continued to remain subsidiaries of the Company.

CMCL along with its subsidiary MTEPL operates integrated Cement plant at Meghalaya with aggregate annual installed capacity of 1.20 Million Tonne. CMCL along with SCML is setting up a 1.75 Million Tonne per annum capacity clinker unit at Meghalaya and 1.60 Million Tonne per annum cement grinding unit at Assam. After giving effect to all these expansions, the Company''s consolidated cement manufacturing capacity will go up to 2.80 Million Tonne per annum.

ASPDPL is operating a plywood unit at Raipur Industrial Area, Uttarakhand. This unit is manufacturing plywood and allied products from eco-friendly agro-forestry timber and is entitled to various incentives including excise duty and income tax exemption.

MPL is setting up a 51 MW power generation capacity near Company''s existing and proposed clinker unit at Meghalaya. Most of the power generated will be used for upcoming cement and clinker units. Out of such 51 MW, 8 MW capacity is already operational. Remaining 43 MW capacity is expected to become operational in the current financial year.

ABL and AOL are engaged in logistic and trading of mineral and other commodities. They are exploring feasibility of acquiring ships for logistic and mines in Thailand and Middle-east countries to develop these business.

SFCL is incorporated for the purpose of demerging Ferro Alloy and Cement business of the Company, scheme for which is under process.

NHHL is exploring possibilities of power generation in the North-east.

During the year, the Company acquired 29.39% stake each in Ara Suppliers Pvt. Ltd., Arham Sales Pvt. Ltd., Adonis Vyaper Pvt. Ltd. and Apnapan Viniyog Pvt. Ltd. These companies have since become our Associate Companies. These companies are to engage in real estate activities.

CONSOLIDATED FINANCIAL STATEMENTS

In view of the general exemption granted by the Ministry of Corporate Affairs under section 212(8) of the Companies Act, 1956, the report and accounts of subsidiary companies are not required to be attached to your Company''s Accounts. Shareholders desirous of obtaining the report and accounts of your Company''s subsidiaries may obtain the same upon request. The report and accounts of the subsidiary companies will be kept for inspection at your Company''s registered office and those of the subsidiary companies. Further, the report and accounts of the subsidiary companies will also be available on the Company''s website, www.centuryply.com.

Financial information of the subsidiary companies, as required by the said general exemption circular of Ministry of Corporate Affairs, Government of India, is annexed to this report. A statement of holding company''s interest in subsidiaries is also furnished separately.

The Consolidated Financial Statements of the Company prepared as per Accounting Standards - AS 21 and AS 23, consolidating the Company''s accounts with its subsidiaries and associates, has also been included as part of this Annual Report.

FUTURE OUTLOOK

The global economic outlook is still very uncertain, with the risk of a renewed recession in advanced countries and widespread financial crisis growing. Further deterioration of economic crisis cannot be ruled out and it won''t be a good news for emerging economies including India. However, we expect current scenario to be a temporary scenario. Considering strong fundamentals India enjoys, India is well positioned to outperform. Despite all odds, it is also a fact that in any cross- country comparison, India still remains among the front runners in economic growth. If India can continue to build on its economic strength, it can be a source of stability for the world economy and provide a safe destination for restless global capital.

The rupee movement will be dictated by the capital flows and rising current account deficit and will be both ways. Movement in rupee will remain a major concern. Although GAAR and reversal of Vodafone judgement are likely to remain an issue, foreign investment inflow, which gathered pace since the beginning of 2012, is likely to continue. The fact that, despite a slowdown, the Indian economy''s expected growth of 7% in 2012-13, will make India much more attractive destination of investment than elsewhere in the world.

Provision of quality and efficient infrastructure is essential to accelerate growth and utilize full potential of the emerging Indian economy. In India, escalating infrastructure expenditure is inevitable. The rapid growth of economy has put a lot of strain on infrastructure like road, railways, power, ports, airports, water supply and housing. The pattern of inclusive growth projected for the 11th plan, with GDP growth averaging 9% per annum can be achieved only if this infrastructure deficit is overcome and adequate investment are in place to support the growth. What we need is an improved quality of life for both our urban and rural populace. With the Government''s continued focus on infrastructure development, it seems very probable that the country''s economic survival will be driven by infrastructure growth, which in turn will accelerate real estate activities.

The Indian real estate sector plays a significant role in the country''s economy. The real estate sector is second only to agriculture in terms of employment generation and contributes considerably towards GDP. Almost 5% of the country''s GDP is contributed by the housing sector, which is expected to rise to 6%. According to the 10th five year plan, there is a shortage of 22.4 million dwelling units. Thus, over the next 10 tol5 years 80 to 90 million dwelling units will have to be constructed. According to a study, the real estate market in India is expected to grow rapidly due to improvement in affordability, better job security and availability of housing finance.

Since cement, plywood, laminate and steel related products are essential part of construction right from initial brick and mortar stage to final stage of furnishing, the demand for these products is directly related to the growth of infrastructure and real estate sector. With continued government focus on infrastructure and real estate sector the demand for Company''s products is expected to remain buoyant. With strong and preferred "Centuryply" brand under its fold, the Company is expected to perform better in current fiscal.

FUTURE PLANS OF EXPANSION

Considering buoyant demand for the products and marketing strength of "Centuryply" brand, the Company has plans for capacity expansions through organic and inorganic routes. The Company is now setting up a green-field plywood unit in Gujarat production from which is expected in current financial year. The Company is also entering into ready-made furniture business, initially with trading format and two mega show rooms at Kolkata and Bangalore. The Company is also planning to promote a green-field Medium Density Fiber Board and Particle Board Unit in Andhra Pradesh.

The Company is continuing its focus on logistic service sector. The two Container Freight Stations (CFS) of the Company near Kolkata Port are already operational. The combined capacity of these two CFS is 1,30,000 TEUs per annum, which is almost 2/3rd of total CFS capacity available at Kolkata Port. The Company is exploring further possibilities in logistic service sector.

The subsidiaries of the Company are also having ambitious growth plans. CMCL along-with its subsidiaries is expanding its cement manufacturing capacity from 1.20 million MT to 2.80 million MT per annum, with adequate captive power capacity.

DIRECTORS

Sri Brij Bhushan Agarwal resigned from the Directorship of the Company with effect from 10th May, 2011. Sri Satya Brata Ganguly resigned from the Directorship of the Company with effect from 12th March, 2012. Your Directors appreciate the services rendered by them to the Company.

Sri Santanu Ray and Sri Samarendra Mitra were appointed as Additional Directors of the Company on 31st October, 2011 by the Board of Directors of the Company. Sri Asit Pal was appointed as Additional Director of the Company on 30th March, 2012 by the Board of Directors. Sri Ray, Sri Mitra and Sri Pal would hold such office till the ensuing Annual General Meeting. The Company has received notices under Section 257 of the Companies Act, 1956 proposing their candidature to the office of Director of the Company. In view of considerable experience of Sri Ray, Sri Mitra and Sri Pal, your Directors recommend their appointment.

In accordance with Articles of Association of the Company, Sri Prem Kumar Bhajanka, Sri Vishnu Khemani and Ms. Plistina Dkhar retire by rotation, and being eligible, offer themselves for re-appointment. In view of their considerable experience and contribution to the company, your Directors recommend their re-appointment.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the requirement of Section 217(2AA) of the Companies Act, 1956, with respect to Directors'' Responsibility Statement, the Directors hereby confirm that :-

(i) in the preparation of the annual accounts for the year ended March 31, 2012, the applicable Accounting Standards have been followed and that no material departures are made from the same;

(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 as at the end of the financial year and of the profit of the Company for that period;

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

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

CORPORATE GOVERNANCE

Your Company believes that Corporate Governance is the basis of stakeholder satisfaction. A detailed report on your Company''s Corporate Governance practices is provided separately in this Annual Report.

The certificate of the Auditors, M/s. S. R. Batliboi & Co. confirming compliance of conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges in India, is annexed. This Certificate will be forwarded to the Stock Exchanges along with the Annual Report of the Company.

MANAGEMENT DISCUSSION AND ANALYSIS

Management Discussion and Analysis on Company''s performance and industry trends with respect to the company is attached separately to this Annual Report.

CEO/CFO CERTIFICATION

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

AUDITORS & AUDITORS''REPORT

M/s. S. R. Batliboi & Co., Chartered Accountants, Statutory Auditors of the Company, retire at the conclusion of the ensuing Annual General Meeting of the Company. They have offered themselves for re-appointment as Statutory Auditors and have confirmed that their appointment, if made, will be within the limits prescribed under Section 224(1B) of the Companies Act, 1956. Your Directors recommend their appointment for the ensuing year.

Auditors in their audit report read with note no. 38 have observed that exchange fluctuation loss of Rs. 921.78 Lacs (Previous year''s loss of Rs. 11.73 Lacs) (Net) towards creditors/debtors pertaining to specific segments has been included as unallocable income/expenses as the amount of such exchange loss for different segments is not ascertainable. The loss arising on account of foreign exchange difference is not operational in nature, as cost of material purchased or supplied is calculated on the basis of prevailing foreign exchange rates. Any subsequent difference which may be gain or loss is on account of carrying foreign exchange risk and as such does not relate to product costing and consequently operational profit. Such difference is purely financial in nature and its impact on different business segments is unascertainable and as such considered unallocable. This policy of the company is also endorsed by the newly introduced and revised Schedule VI to the Companies Act, 1956. As per revised Schedule VI, Foreign Exchange Loss to the extent of interest saving is to be treated as borrowing cost, unallocable item as per Accounting Standard 16. The Company has been constantly following the policy of treating the same as unallocable income/expenditure. Accordingly in the year 2011-12 also, for the reasons mentioned above and to maintain consistency in accounting policies followed, the loss arising out of foreign exchange has been considered as unallocable expense. However, as pointed out by auditors, such treatment has no impact on the company''s profit for the year ended 31st March, 2012. Other observations made in the Auditors'' Report are self explanatory and as such do not call for any further explanation under Section 217 (3) of the Companies Act, 1956.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

The CSR philosophy of the Company is embedded in its commitment to all stakeholders, consumers, employees, the environment and the society. Your Company believes that it is this commitment which will deliver competitive, profitable and sustainable growth. The Company contributes a part of its income to social, charitable and cultural organizations. It reaches out with the objective of improving the quality of life of the economically deprived people in the places where the Company has a presence.

GREEN INITIATIVES IN CORPORATE GOVERNANCE

Ministry of Corporate Affairs has recently permitted companies to send electronic copies of Annual Report, notices etc., to the e-mail IDs of shareholders. You Company has accordingly arranged to send the soft copies of these documents to the e-mail IDs of shareholders wherever applicable. In case any shareholder would like to receive physical copies of these documents, the same shall be forwarded upon receipt of written request.

HUMAN RESOURCE DEVELOPMENT & INDUSTRIAL RELATIONS

The human resource philosophy and strategy of your Company has been designed to attract and retain the best talent on offer. Employees are your Company''s most valuable assets and your Company''s processes are designed to empower employees and support creative approaches in order to create enduring value. Your Company''s human resource management systems and processes aim to enhance organisational performances. The Company focuses on quick grievance resolution mechanisms and maintains absolute harmony with its work force and as such it has not faced any labour trouble since inception.

PARTICULARS AS PER SECTION 217 OF THE COMPANIES ACT, 1956

Particulars of Employees

The information required under Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975, in respect of the employees employed throughout the financial year and drawing Rs. 60 Lacs or more is annexed separately. There was no employee who was employed for part of the financial year, requiring such disclosure.

Information as to conservation of energy

The Company has always been conscious of the need of conservation of energy. Adequate energy conservation steps are being taken in all plants and offices of the Company. The additional information on Conservation of Energy for Company''s ferro-alloy unit is set out in a separate statement, attached to this report and forms a part of it.

Information as to technology absorption

There is no specific area in which research and development (R & D) is carried out by the Company, but the Company constantly carries out research for improvement of its products. During the year under review there has been no specific and material capital/recurring expenditures on R & D. The Company is a member of Indian Plywood Industries Research and Training Institute (IPIRTI) and has contributed Rs. 15,000/- to it. The technologies used by the Company are indigenous. Constant efforts are made towards absorption, adaptation and innovation of technologies used, for improvement/ development of products of the company.

PUBLIC DEPOSITS

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

APPRECIATION

Directors wish to place on record their deep appreciation to employees at all levels for their hard work, dedication and commitment. The enthusiasm and unstinting efforts of the employees have enabled the Company to remain at the forefront of the Industry.

The Board places on record their appreciation for the support and co-operation your Company has been receiving from its suppliers, redistribution stockists, retailers, business partners and others associated with the Company as its trading partners. Your Company looks upon them as partners in its progress and has shared with them the rewards of growth. It will be Company''s endeavour to build and nurture strong links with the trade based on mutuality of benefits, respect to and co-operation with each other, consistent with consumer interests. Your Directors also take this opportunity to thank all investors, clients, vendors, banks, regulatory and government authorities and stock exchanges, for their continued support.

For and on behalf of the Board of Directors

Kolkata Sajjan Bhajanka

9th May, 2012 Chairman & Whole-Time Director

Mar 31, 2011

The Directors have great pleasure in presenting the 30th Annual Report together with the audited Balance Sheet as at 31st March, 2011 and Profit & Loss Account for the year ended on that date.

FINANCIAL RESULTS

(Rs. in Crores)

Particulars CONSOLIDATED STAND ALONE

2010-11 2009-10 2010-11 2009-10

Gross Income 1646.92 1343.78 1091.10 849.82

Net Income 1437.51 1192.06 946.92 752.98

Profit before Depreciation, Interest & Tax 257.83 275.16 112.73 128.40

Depreciation 50.79 45.19 24.18 18.92

Interest & Finance Charges 23.17 25.16 12.77 13.00

Exceptional Items - - - -

Profit Before Tax 183.87 204.81 75.78 96.48

Provision for Tax:

- Current Tax 37.92 36.57 12.85 14.00

- Deferred Tax (0.74) 1.18 (1.92) 1.35

- for earlier years 0.06 0.18 0.06 0.18

Add: MAT Credit Entitlement 43.10 16.30 9.72 0.00

Profit After Tax 189.73 183.18 74.51 80.95

Adjustment relating to earlier years (0.04) - - -

Net Profit before Minority Interest 189.69 183.18 74.51 80.95 Less : Minority Interest 35.11 37.00 - -

Profit available for Appropriation 154.58 146.18 74.51 80.95

Dividend (including tax on dividend) 25.95 26.97 23.99 23.21

Transfer to General Reserve 17.00 19.00 8.00 9.00

Profit & Loss Account (Cr.) brought forward 346.96 246.75 136.08 87.45

Profit & Loss Account Balance on Amalgamation - - - (0.11)

Profit & Loss Account Balance carried forward 458.59 346.96 178.60 136.08

PERFORMANCE AND OPERATIONS REVIEW

The year under review was a year of consolidation for Indian economy. The Indian economy has shown strong resilience in the face of uncertain economic conditions caused by the global financial crisis from 2008 to 2009. The GDP growth of 8.6% is commendable in the overall context as it comes at the back of negative trends at the global level. The growth of the industrial sector indicated volatility with a weakening trend. The volatility was largely on account of capital goods and consumer non-durable segments. The year under review started with a headline Wholesale Price Index (WPI) of 11% in April, 2010 and continued to be in double digit till July, 2010 and then reduced to around 8.2% in January, 2011. The major pressure on prices was emanating from food and energy sector. The foreign exchange reserves increased. The increase was largely attributed to the valuation gain and the purchase of USD by RBI. On the exchange front, the Rupee appreciated marginally against the Dollar and Euro respectively. The revival of the agricultural sector, which has been a laggard over the last two years, indicated strong trends of inclusive growth. Overall it was a normal year for Indian economy as well as your company.

Profitability of the Companys Plywood, Laminate, Ferro Alloys, Logistic and Cement divisions was satisfactory. Companys CFS division became fully operational.

During the year, your Company achieved Gross Income of Rs. 1091.10 crores against Rs. 849.82 crores during the previous year reflecting a growth of over 28%. However, net profit reduced from Rs. 80.95 crores to Rs. 74.51 crores. Your Company continued its dominance in plywood, veneer & allied products and further increased its market share.

On consolidated basis also, your Companys operations grew significantly. During the year under review, your Company achieved Gross Income of Rs. 1646.92 crores against Rs. 1343.78 crores during the previous year, reflecting a growth of over 22 %. The Net Profit after minority interest increased from Rs. 146.18 crores to Rs. 154.58 crores, reflecting a growth of about 6%.

DIVIDEND

In view of the consistent financial performance of the Company during the financial year 2010-11, the Board of Directors recommend dividend @ Re. 1/- per equity share at par with the dividend paid last year. Dividend on 9% Preference Shares shall be paid as per coupon rate. All dividend amounts are exclusive of tax on dividend.

INTERNAL CONTROL SYSTEMS

Your Companys internal control systems are commensurate with its size and nature of business. Your Company places great emphasis on the maintenance of effective internal controls, both from the point of view of compliance with statutory requirements as well as supporting the smooth and efficient running of the business process that have an impact on financial reporting, Your Company has implemented SAP for integrated accounting and information system, which ensure better system driven controls. Responsibility for ensuring correct and timely performance of the controls has been assigned to specific individuals at all locations.

SUBSIDIARIES & ASSOCIATES

As a purposeful strategy, your Company carries a part of its business operations through several subsidiaries which are formed either directly or as step-down subsidiaries or in certain cases by acquisition of majority stake in existing companies. As on 31st March, 2011, Cement Manufacturing Co. Ltd. (CMCL), Auro Sundram Ply & Door Pvt. Ltd. (ASPDPL), Aegis Business Ltd. (ABL), Meghalaya Power Ltd. (MPL), Megha Technical & Engineers Pvt. Ltd (MTEPL), Star Cement Meghalaya Ltd. (SCML) and Aegis Overseas Ltd. (AOL) continued to remain subsidiaries of the Company. On 10th March, 2011, Star Ferro and Cement Ltd. (SFCL) was incorporated as wholly owned subsidiary of your Company. CMCL acquired the entire shareholding of NE Hills Hydro Ltd. (NHHL) on 3rd February, 2011 and as such NHHL also became the ultimate subsidiary of your Company.

CMCL along with its subsidiary MTEPL operates integrated Cement plant at Meghalaya with aggregate annual installed capacity of 1.20 Million Tonne. CMCL along with SCML is setting up a 1.75 Million Tonne per annum capacity clinker unit at Meghalaya and 3.20 Million Tonne per annum cement grinding units at Assam and Bihar. After giving effect to all these expansions, the companys consolidated cement manufacturing capacity will go up to 4.40 Million Tonne per annum.

ASPDPL is operating a plywood unit at Raipur Industrial Area, Uttarkhand. This unit is manufacturing plywood and allied products from eco-friendly agro-forestry timber and is entitled to various incentives including excise duty and income tax exemption.

MPL is setting up a 51 MW power generation capacity near companys existing and proposed clinker unit at Meghalaya. Most of the power generated will be used for upcoming cement and clinker units. Out of such 51MW, 8 MW capacity is already operational.

ABL and AOL are engaged in logistic and trading of mineral and other commodities. They are exploring feasibility of acquiring ships for logistic and mines in Thailand and Middle-east countries to develop these business.

CONSOLIDATED FINANCIAL STATEMENTS

As per Section 212 of the Companies Act, 1956, the Company is required to attach the Directors Report, Auditors Report, Balance Sheet and Profit and Loss Account of its subsidiary companies to its Annual Report. The Ministry of Corporate Affairs, Government of India, vide its general circular no. 2/2011 dated 8th February, 2011, has granted exemption to all companies for not attaching the above documents of subsidiaries with Annual Report of the Company from financial year 2010-11 onwards. Accordingly, this Annual Report does not contain the reports and other statements of the subsidiary companies. The Company will make available the annual audited accounts and related detailed information of the subsidiary companies upon request by any member of the Company or that of its subsidiaries. These documents will also be available for inspection during business hours at the registered office of the Company and also at the registered offices of the subsidiary companies.

Financial information of the subsidiary companies, as required by the said general exemption circular of Ministry of Corporate Affairs, Government of India, is annexed to this report. A statement of Holding Companys interest in subsidiaries is also furnished separately.

As required by Accounting Standard - 21 and Listing Agreement with stock exchanges, the audited consolidated financial statements of the Company and its subsidiaries are enclosed.

FUTURE OUTLOOK

India not only emerged relatively unscathed from the global financial crisis of 2008, but has also returned to its growth trend. Driven by the inherent strength of its domestic demand, complemented by Government policies, Indian economy is expected to grow by 8 plus % in 2011-12. Although rising interest rates and probability of high inflation caused by continued rise in crude prices may be a concern. Still we can be optimistic that the country will quickly revert to high GDP growth path of 9% and then to cross double digit growth barrier. Provision of quality and efficient infrastructure is essential to achieve this growth and utilize full potential of the emerging Indian economy. Economic and population growth place additional pressure on existing infrastructure facilities and unless they are developed further to cope with growth, they become constraint to development. To sustain growth, the Government of India has estimated that an investment over USD 492 billion is required in 11th Five Year Plan. In the recent finance budget a sum of Rs. 2,14,000 crore has been provided for infrastructure development which is 23.3 per cent higher than last budget. This amounts to 48.5 per cent of the Gross Budgetary Support to plan expenditure. With the Governments continued focus on infrastructure development, it seems very probable that the countrys economic survival will be driven by infrastructure growth, which in turn will accelerate real estate activities.

The Indian real estate sector plays a significant role in the countrys economy. The real estate sector is second only to agriculture in terms of employment generation and contributes considerably towards GDP. Almost 5% of the countrys GDP is contributed by the housing sector, which is expected to rise to 6%. According to the tenth five year plan, there is a shortage of 22.4 million dwelling units. Thus, over the next 10 to15 years 80 to 90 million dwelling units will have to be constructed. According to a study, the real estate market in India is expected to grow rapidly due to improvement in affordability, better job security and availability of housing finance.

Since Cement, Plywood, laminate and steel related products are essential part of construction right from initial brick and mortar stage to final stage of furnishing, the demand for these products is directly related to the growth of infrastructure and real estate sector. With continued government focus on infrastructure and real estate sector the demand for companys products is expected to remain buoyant. With strong and preferred "Centuryply" brand under its fold, the company is expected to perform better in current fiscal.

FUTURE PLANS OF EXPANSION

Considering buoyant demand for the products and marketing strength of "Centuryply" brand, the company has plans for capacity expansions through organic and inorganic routes. The company is planning to set up a green-field plywood unit in Gujarat. The company is also planning to set up a green-field Medium Density Fiber Board and Particle Board Unit in Andhra Pradesh. The company has already acquired land for these projects.

The company is continuing its focus on logistic service sector. The two Container Freight Stations (CFS) of the Company near Kolkata Port are already operational. The combined capacity of these two CFS is 130000 TEUs per annum, which is almost 2/3rd of total CFS capacity available at Kolkata Port. The company is exploring further possibilities in logistic service sector.

The subsidiaries of the company are also having ambitious growth plans. CMCL along-with its subsidiaries is expanding its cement manufacturing capacity from 1.20 million MT to 4.40 million MT per annum, with adequate captive power capacity.

DIRECTORS

Sri Sajan Kumar Bansal and Sri Brij Bhushan Agarwal resigned from the Directorship of the Company with effect from 18th March, 2011 and 10th May, 2011 respectively. Your Directors appreciate the services rendered by them to the Company.

In accordance with Articles of Association of the Company, Sri Manindra Nath Banerjee and Sri Mangi Lal Jain retire by rotation, and being eligible, offer themselves for re-appointment. In view of their considerable experience, your Directors recommend their re-appointment.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirement of Section 217(2AA) of the Companies Act, 1956, with respect to Directors Responsibility Statement, the Directors hereby confirm that :Â

(i) in the preparation of the annual accounts for the year ended 31st March, 2011, the applicable Accounting Standards have been followed and that no material departures are made from the same;

(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 as at the end of the financial year and of the profit of the company for that period;

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

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

CORPORATE GOVERNANCE

Your Company believes that good Corporate Governance is at the core of stakeholder satisfaction and has been practicing the same over the years. A detailed report on Corporate Governance practices followed by your Company, in terms of Clause 49 of the Listing agreement with Stock Exchanges is provided separately in this Annual Report.

A certificate from the auditors of the Company confirming compliance of conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement is contained elsewhere in the Annual Report. This Certificate will be forwarded to the Stock Exchanges along with the Annual Report of the Company.

MANAGEMENT DISCUSSION AND ANALYSIS

Management Discussion and Analysis on Companys performance and industry trends with respect to the company is attached separately to this Annual Report.

CEO/CFO CERTIFICATION

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

AUDITORS & AUDITORS REPORT

M/s. S. R. Batliboi & Co., Chartered Accountants, Statutory Auditors of the Company, retire at the conclusion of the ensuing Annual General Meeting of the Company. They have offered themselves for reappointment as Statutory Auditors and have confirmed that their appointment, if made, will be within the limits prescribed under Section 224(1B) of the Companies Act, 1956. Your Directors recommend their appointment for the ensuing year.

Auditors in their audit report read with note no 18 on Schedule ÂÂV have observed that exchange fluctuation loss of Rs. 142.05 lacs (Net) (Previous year gain of Rs. 1895.79 lacs) towards creditors/debtors pertaining to specific segments has been included as unallocable income/expenses as the amount of such exchange gain/loss for different segments is not ascertainable. The gain/loss arising on account of foreign exchange difference is not operational in nature, as cost of material purchased or supplied is calculated on the basis of prevailing foreign exchange rates. Any subsequent difference which may be gain or loss is on account of carrying foreign exchange risk and as such does not relate to product costing and consequently operational profit. Such difference is purely financial in nature and its impact on different business segments is unascertainable and as such considered un-allocable. The company has been constantly following the policy of treating the same as unallocable income/expenditure. Accordingly in the year 2010-11 also, for the reasons mentioned above and to maintain consistency in accounting policies followed, the loss arising out of foreign exchange has been considered as unallocable expense. However, as pointed out by auditors, such treatment has no impact on the companys profit for the year ended 31st March, 2011. Other observations made in the Auditors Report are self explanatory and as such do not call for any further explanation under Section 217(3) of the Companies Act, 1956.

CORPORATE SOCIAL RESPONSIBILITY

Corporate Social Responsibility continues to assume an important role in the activities of the Company. It encompasses much more than social outreach programs and is an integral part of the way the Company conducts its business. The Company contributes a part of its income to social, charitable and cultural organizations. It reaches out with the objective of improving the quality of life of the economically deprived people in the places where the Company has a presence.

HUMAN RESOURCE DEVLOPMENT & INDUSTRIAL RELATIONS

Your Company firmly believes in all round human resource development and cordial industrial relations. Identifying and rewarding human talent at all levels has helped the company to achieve all round development both in terms of quality and economy. The company maintains absolute harmony with its work force and has not faced any labour trouble since inception.

PARTICULARS AS PER SECTION 217 OF THE COMPANIES ACT, 1956.

Particulars of Employees

There was one employee who was employed throughout the year and was in receipt of remuneration aggregating Rs. 60 lakhs or more. There was no employee who was employed for part of the financial year, requiring such disclosure. The information required under Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975, in respect of the aforesaid employee, is given hereunder:

Information as to conservation of energy

The Company has always been conscious of the need of conservation of energy. Adequate energy conservation steps are being taken in all plants and offices of the Company. The additional information on Conservation of energy for Companys ferro-alloy unit is set out in a separate statement, attached to this report and forms a part of it.

Information as to technology absorption

There is no specific area in which research and development (R & D) is carried out by the Company but the Company constantly carries out research for improvement of its products. During the year under review there has been no specific and material capital/recurring expenditures on R & D. The Company is a member of Indian Plywood Industries Research and Training Institute (IPIRTI) and has contributed Rs. 15,000/- to it. The technologies used by the company are indigenous. Constant efforts are made towards absorption, adaptation and innovation of technologies used, for improvement/ development of products of the company.

Foreign Exchange earnings and outgo

Foreign Exchange Earning : Rs. 30.19 crores Foreign Exchange Outgo : Rs. 262.95 crores

PUBLIC DEPOSITS

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

APPRECIATION

Your Directors take this opportunity to thank the customers, shareholders, suppliers, bankers, business partners/associates, financial institutions, various Statutory Authorities and society at large for their consistent support and encouragement to the Company. Your Directors also place on record, their appreciation for the contribution, commitment and hard work of employees of the Company and that of its subsidiaries at all levels. Their dedication and competence has ensured that the Company continues to be a significant and leading player in the plywood and allied industry.

For and on behalf of the Board of Directors

Sajjan Bhajanka Hari Prasad Agarwal Managing Director Vice Chairman

Kolkata, 24th May, 2011

Mar 31, 2010

The Directors have great pleasure in presenting the 29th Annual Report together with the audited Balance Sheet as at 31 st March, 2010 and Profit & Loss Account for the year ended on that date.

FINANCIAL RESULTS

(Rs. in Crores) Particulars CONSOLIDATED STAND ALONE 2009-10 2008-09 2009-10 2008-09

Gross Income 1343.78 1179.19 849.82 761.32

Net Income 1192.06 1042.69 752.98 670.79

Profit before Depreciation, Interest & Tax 275.16 189.17 128.40 75.28

Depreciation 45.19 39.32 18.92 16.92

Interest & Finance Charges 25.16 29.30 13.00 17.55

Exceptional Items - 32.67 - 32.67

Profit Before Tax 204.81 87.88 96.48 8.14

Provision for Tax:

- Current Tax (including FBT) 36.57 12.50 14.00 0.70

-Deferred Tax 1.18 (3.97) 1.35 (4.05)

- for earlier years 0.18 0.37 0.18 0.38

Add: MAT Credit Entitlement 16.30 9.01 - -

Profit After Tax 183.18 87.99 80.95 11.11

Adjustment relating to earlier years - (1.96) - -

Net Profit before Minority Interest 183.18 86.03 80.95 11.11

Less: Minority Interest 37.00 28.83 - -

Net Profit after Minority Interest 146.18 57.20 80.95 11.11

Minority Interest Adjustments - 14.63 - -

Profit available for Appropriation 146.18 71.83 80.95 11.11

Dividend (including tax on dividend) 26.97 8.11 23.21 5.60

Transfer to General Reserve 19.00 9.11 9.00 1.11

Profit & Loss Account (Cr.) brought forward 246.75 192.14 87.45 83.05

Profit & Loss Account balance on Amalgamation - - (0.11) -

Profit & Loss Account balance carried forward 346.96 246.75 136.08 87.45

PERFORMANCE AND OPERATIONS REVIEW

The year under review was an exceptional year of profitability after an exceptional year of turbulences. When we presented the financial results for 2008-09, the economy was passing through grave uncertainties and it was not clear how and when crisis would be over. The financial years 2008-09 and 2009-10 were challenging years for the Indian economy as well as for your Company.

While it is true that India could not remain immune to global meltdown and the impact of global financial crisis on India was stronger than expected, it is also fact that it was first to recover. India was among the first few countries in the world to implement a broad-based counter-cyclic policy package to respond to the negative fall out of the global slowdown. Indian banking system was flooded with funds at reasonable interest rates, which proved to be key driver to growth of infrastructure, real estate and related productive sectors.

If we look at Indias turnaround indicators during year under review, we find that Cement sector has grown, Steel sector has shown recovery, the job losses were lowest, interest rates were considerably lowered, availability and liquidity of money was comfortable, rupee strengthened against dollar, stock markets turned around and overall growth rate was satisfactory. Government continued its focus on simulating demand by ensuring flow of credit to trade, industry, investment in infrastructure, housing and real estate. India again continued to remain a preferred investment destination.

Despite all odds we are proud to state that our economy as well as your Company have weathered the worst crisis and have come out even stronger.

Profitability of the Companys Plywood, Laminate, Logistic and Cement divisions improved substantially. Companys newly setup CFS division started to contribute within the very first year of its operation. However, due to lack of demand and subdued prices, the Companys ferro alloy division could book only reasonable profits. The Company could book substantial gains on account of foreign exchange difference because of weakening of US Dollar against rupee coupled with Companys conscious foreign exchange risk policy.

During the year, your Company achieved Gross Income of Rs. 849.82 crores against Rs. 761.32 crores during the previous year reflecting a growth of over 11%. The net profit increased significantly from Rs. 11.11 crores to Rs. 80.95 crores reflecting a growth of over 628%. Your Company continued its dominance in plywood, veneer & allied products and further increased its market share.

On consolidated basis also, your Companys operations grew significantly. During the year under review, your Company achieved Gross Income of Rs. 1343.78 crores against Rs. 1179.19 crores during the previous year, reflecting a growth of over 13 %. The Net Profit after minority interest increased from Rs. 57.20 crores to Rs. 146.18 crores, reflecting a growth of over 155%.

DIVIDEND

In view of the improved performance of the Company during the financial year 2009-10, the Board of Directors declared and paid an Interim Dividend @ 75 paise per equity share. The Board of Directors has further recommended Final Dividend @ 25 paise per equity share. Dividend on 9% preference shares shall be paid as per coupon rate. All dividend amounts are exclusive of tax on dividend.

INTERNAL CONTROL SYSTEMS

Your Companys internal control systems are commensurate with its size and nature of business. Your Company places great emphasis on the maintenance of effective internal controls, both from the point of view of compliance with statutory requirements as well as supporting the smooth and efficient running of the business process that have an impact on financial reporting, Your Company has implemented SAP for integrated accounting and information system, which ensure better system driven controls. Responsibility for ensuring correct and timely performance of the controls has been assigned to specific individuals at all locations.

SUBSIDIARIES & ASSOCIATES

As a purposeful strategy, your Company carries a part of its business operations through several subsidiaries which are formed either directly or as step-down subsidiaries or in certain cases by acquisition of majority stake in existing companies. As on 31 st March, 2010, Cement Manufacturing Co. Ltd (CMCL), Auro Sundram Ply & Door Pvt. Ltd. (ASPDPL), Meghalaya Power Ltd. (MPL), Megha Technical & Engineers Pvt. Ltd (MTEPL) and Star Cement

Meghalaya Ltd. (SCML) continued to remain subsidiaries of the Company. During the Financial Year 2009-10, your Company acquired controlling interest in Aegis Business Ltd. (ABL) and as such ABL became a subsidiary of your Company with effect from 6th July, 2009. ABL acquired controlling interest in Aegis Overseas Ltd. (AOL) and as such AOL also became an ultimate subsidiary of your Company with effect from 15th July, 2009. Companys wholly owned subsidiary Cent Ply Pvt. Ltd. amalgamated with the Company with effect from appointed date 1st April, 2009.

CMCL along with its subsidiary MTEPL operates integrated Cement plant at Meghalaya with aggregate annual installed capacity of 1 Million Tonne. CMCL along with SCML is setting up a 1.75 Million Tonne per annum capacity clinker unit at Meghalaya and 3.20 Million Tonne per annum cement grinding units at Assam and Bihar. After giving effect to all these expansions, the Companys consolidated cement manufacturing capacity will go up to 4.20 Million Tonne per annum.

ASPDPL is operating a plywood unit at Raipur Industrial Area, Uttarkhand. This unit is manufacturing plywood and allied products from eco-friendly agro-forestry timber and is entitled to various incentives including excise duty and income tax exemption.

MPL is setting up a 51 MW power generation capacity near Companys existing and proposed clinker unit at Meghalaya. Most of the power generated will be used for upcoming cement and clinker units. Out of such 51 MW, 8 MW capacity is already complete.

ABL and AOL are engaged in import and trading of mineral and other commodities. They are exploring feasibility of acquiring mines in Thailand and Middle-east countries to develop this business. Although contribution to revenue during the current financial year was not substantial, their business module holds great potential.

CONSOLIDATED FINANCIAL STATEMENTS

As per Section 212 of the Companies Act, 1956, the Company is required to attach the Directors Report, Auditors Report, Balance Sheet and Profit and Loss Account of its subsidiary companies to its Annual Report. The Ministry of Corporate Affairs, Government of India, vide its order no. 47/311/2010-CL-III dated 21st April, 2010, has granted exemption to your Company for not attaching the above documents of subsidiaries with Annual Report of the Company for the financial year 2009-10. Accordingly, this Annual Report does not contain the reports and other statements of the subsidiary companies. The Company will make available the annual audited accounts and related detailed information of the subsidiary companies upon request by any member of the Company or that of its subsidiaries. These documents will also be available for inspection during business hours at the registered office of the Company and also at the registered offices of the subsidiary companies.

Financial information of the subsidiary companies, as required by the said approval of Ministry of Corporate Affairs, Government of India, is annexed to this report. A statement of Holding Companys interest in subsidiaries is also furnished separately.

As required by Accounting Standard - 21 and Listing Agreement with Stock Exchanges, the audited consolidated financial statements of the Company and its subsidiaries are enclosed.

FUTURE OUTLOOK

The Finance Minister in his recent budget speech stated that the challenge before the nation is to quickly revert to high GDP growth path of 9% and then to cross double digit growth barrier. Provision of quality and efficient infrastructure is essential to achieve this growth and utilize full potential of the emerging Indian economy. Economic and population growth place additional pressure on existing infrastructure facilities and unless they are developed further to cope with growth, they become constraint to development. To sustain 9% growth, the Government of India has estimated that an investment over USD 492 billion is required in 11th Five Year Plan. In the recent finance budget a sum of Rs. 1,73,552 crores has been provided for infrastructure development,

which account for over 46% of total plan allocation. With the Governments continued focus on infrastructure development, it seems very probable that the countrys economic survival will be driven by infrastructure growth, which in turn will accelerate real estate activities.

The Indian real estate sector plays a significant role in the countrys economy. The real estate sector is second only to agriculture in terms of employment generation and contributes considerably towards GDP. Almost 5% of the countrys GDP is contributed by the housing sector, which is expected to rise to 6%. According to the tenth five year plan, there is a shortage of 22.4 million dwelling units. Thus, over the next 10 to 15 years 80 to 90 million dwelling units will have to be constructed. According to a study, the real estate market in India is expected to grow rapidly due to improvement in affordability, better job security and availability of housing finance.

Since Cement, Plywood, laminate and steel related products are essential part of construction right from initial brick and mortar stage to final stage of furnishing, the demand for these products is directly related to the growth of infrastructure and real estate sector. With continued government focus on infrastructure and real estate sector the demand for Companys products is expected to remain buoyant. With strong and preferred "Centuryply" brand under its fold, the Company is expected to perform better in current fiscal.

FUTURE PLANS OF EXPANSION

Considering buoyant demand for the products and marketing strength of "Centuryply" brand, the Company has plans for capacity expansions through organic and inorganic routes.

The Company is also increasing its focus on logistic service sector. The Company is already operating a jetty at Falta, South 24 Parganas, West Bengal with Ministry of Commerce, Government of India. The Company has also developed approx 100000 sq.m. area as Container Freight Stations (CFS) near Kolkata Port. Out of this approx 20000 sq.m area was fully operational during current financial year and balance 80000 sq.m area is also ready to commence operations. The Company is exploring further possibilities in logistic service sector.

The subsidiaries of the Company are also having ambitious growth plans. CMCL along-with its subsidiaries is expanding its cement manufacturing capacity from 1 million MT to 4.20 million MT per annum, with adequate captive power capacity.

DIRECTORS

Sri Banwari Lai Agarwal, Founder and Chairman Emeritus of the Company suddenly expired on 27th May, 2010. He served the Company for more than 25 years and was the key force behind success of the Company. The Board places on record its respect and homage to departed soul.

In accordance with Articles of Association of the Company, Sri Satya Brata Ganguly, Sri Vishnu Khemani and Sri Sajan Kumar Bansal retire by rotation, and being eligible, offer themselves for re-appointment. In view of their considerable experience, your Directors recommend their re-appointment.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirement of Section 217(2AA) of the Companies Act, 1956, with respect to Directors Responsibility Statement, the Directors hereby confirm that :-

(i) in the preparation of the annual accounts for the year ended March 31, 2010, the applicable Accounting Standards have been followed and proper explanations were provided for material departures, if any.

(ii) the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at the end of the financial year and of the profit of the Company for that period.

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

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

CORPORATE GOVERNANCE

Your Company has been practicing the principle of good Corporate Governance over the years and it is a continuous and ongoing process. A detailed report on Corporate Governance practices followed by your Company, in terms of Clause 49 of the Listing agreement with Stock Exchanges is provided separately in this Annual Report.

A certificate from the auditors of the Company confirming compliance of conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement is contained elsewhere in the Annua) Report. This Certificate will be forwarded to the Stock Exchanges along with the Annual Report of the Company.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis, forming part of this report, as required under Clause 49 of the Listing Agreement with the Stock Exchanges is attached separately to this Annual Report.

CEO/CFO CERTIFICATION

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

AUDITORS & AUDITORS REPORT

M/s. S. R. Batliboi & Co, Chartered Accountants, Statutory Auditors of the Company, retire at the conclusion of the ensuing Annual General Meeting of the Company. They have offered themselves for reappointment as Statutory Auditors and have confirmed that their appointment, if made, will be within the limits prescribed under Section 224(1B) of the Companies Act, 1956. Your Directors recommend their appointment for the ensuing year.

Auditors in their audit report read with note no 18 on Schedule -V have observed that exchange fluctuation gain of Rs. 1895.79 lacs (Net) (Previous year loss of Rs. 2724.86 lacs) towards creditors/debtors pertaining to specific segments has been included as unallocable income/expenses as the amount of such exchange gain/loss for different segments is not ascertainable. The gain/loss arising on account of foreign exchange difference is not operational in nature, as cost of material purchased or supplied is calculated on the basis of prevailing foreign exchange rates. Any subsequent difference which may be gain or loss is on account of carrying foreign exchange risk and as such does not relate to product costing and consequently operational profit. Such difference is purely financial in nature and its impact on different business segments is unasccrtainable and as such considered un-allocablc. The Company has been constantly following the policy of treating the same as unallocable income/expenditure. Accordingly in the year 2009-10 also, for the reasons mentioned above and to maintain consistency in accounting policies followed, the gain arising out of foreign exchange has been considered as unallocable income. However, as pointed out by auditors, such treatment has no impact on the Companys profit for the year ended 31st March, 2010. Other observations made in the Auditors Report are self explanatory and as such do not call for any further explanation under Section 217 (3) of the Companies Act, 1956.

CORPORATE SOCIAL RESPONSIBILITY

Corporate Social Responsibility continues to assume an important role in the activities of the Company. It encompasses much more than social outreach programs and is an integral part of the way the Company conducts its business. The Company contributes a part of its income to social, charitable and cultural organisations. It

reaches out with the objective of improving the quality of life of the economically deprived people in the places where the Company has a presence.

HUMAN RESOURCE DEVLOPMENT & INDUSTRIAL RELATIONS

Your Company firmly believes in all round human resource development and cordial industrial relations. Identifying and rewarding human talent at all levels has helped the Company to achieve all round development both in terms of quality and economy. The Company maintains absolute harmony with its work force and has not faced any labour trouble since inception.

PARTICULARS AS PER SECTION 217 OF THE COMPANIES ACT, 1956.

Particulars of Employees

The information required under Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975, in respect of the employees employed throughout the financial year and drawing Rs. 24 lacs or more is annexed separately. There was no employee who was employed for part of the financial year, requiring such disclosure.

Information as to conservation of energy

The Company has always been conscious of the need of conservation of energy. Adequate energy conservation steps are being taken in all plants and offices of the Company. The additional information on Conservation of energy for Companys ferro-alloy unit is set out in a separate statement, attached to this report and forms a part of it.

Information as to technology absorption

There is no specific area in which Research & Development (R & D) is carried out by the Company but the Company constantly carries out research for improvement of its products. During the year under review there has been no specific and material capital/recurring expenditures on R & D. The Company is a member of Indian Plywood Industries Research and Training Institute (IPIRTI) and has contributed Rs. 15,000/- to it. The technologies used by the Company are indigenous. Constant efforts are made towards absorption, adaptation and innovation of technologies used, for improvement/development of products of the Company.

Foreign Exchange earnings and outgo

Foreign Exchange Earning : Rs. 24.11 Crores

Foreign Exchange Outgo : Rs. 220.39 Crores PUBLIC DEPOSITS

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

APPRECIATION

Your Directors wish to express their grateful appreciation for the valuable support and cooperation received from lenders, business associates, banks, financial institutions, shareholders, various Statutory Authorities and society at large. Your Directors also place on record, their appreciation for the contribution and hard work of employees of the Company and that of its subsidiaries at all levels.

For and on behalf of the Board of Directors

Sajjan Bhajanka Hari Prasad Agarwal

Managing Director Executive Director

Kolkata, 28th May, 2010

Mar 31, 2009

The Directors have great pleasure in presenting the 28th Annual Report together with the audited Balance Sheet as at 31 st March, 2009 and Profit & Loss Account for the year ended on that date.

FINANCIAL RESULTS (Rs. in Crores)

Particulars CONSOLIDATED STANDALONE 2008-09 2007-08 2008-09 2007-08

Gross Income 1179.19 1009.92 761.32 641.56

Net Income 1042.69 875.87 670.79 549.51

Profit before Depreciation, Interest, Exceptional

Items and Tax 189.17 222.15 75.28 88.15

Depreciation 39.32 35.14 16.92 13.93

Interest 29.30 26.00 17.55 12.26

Exceptional Items 32.67 - 32.67 -

Profit before Tax 87.88 161.01 8.14 61.96

- Current Tax (including FBT) 12.50 28.72 0.70 16.65

-Deferred Tax (3.97) 0.31 (4.05) 0.37

- for earlier years 0.37 0.32 0.38 0.32

Add: MAT Credit Entitlement 9.01 10.73 - -

Profit after Tax 87.99 142.39 11.11 44.62

Adjustment relating to earlier years(1.96) (0.71) - -

Net Profit before Minority Interest 86.03 141.68 11.11 44.62

Less: Minority Interest (net of adjustments) 14.20 30.01 - -

Net Profit after Minority Interest 71.83 111.67 11.11 44.62

Dividend (including tax on dividend) 8.11 25.80 5.60 11.15

Transfer to General Reserve 9.11 14.50 1.11 4.50

Profit & Loss Account (Cr.) brought forward 192.14 115.99 83.05 49.30

Profit & Loss Account Balance on Amalgamation - 4.78 - 4.78

Profit & Loss Account Balance carried forward 246.75 192.14 87.45 83.05

PERFORMANCE AND OPERATIONS REVIEW

The year under review was an exceptional year of turbulences. The never imagined worst financial crisis (since the Great Depression of 1929) finally happened. The housing bubble in the US was burst. The sub-prime crisis that resulted from the real estate burst in the US destroyed investor wealth worth trillion of dollars across the world. The burst has claimed high profile banks and insurance companies, resulting into complete financial chaos all over the world. We live in an interdependent world and the fate of all countries is related to the international financial system. Ours being global economy could not remain exception to these international developments. With the US economy firmly in the grip of slow down, this slow down fast snowballed across

global boundaries and more so India as we depended a lot on the US for the money they brought into India. Real estate developers who depended upon such money found it difficult to complete their projects and buyers were dried because of high real estate prices and interest rates. The outcome was real estate slow down in India. Manufacturing companies which depended on real estate were hard hit. Sudden withdrawal of US Dollars from India, weakened rupee against the dollar and we had to pay 10-15% more to honour our dollar liabilities. As the products of the company (Plywood, Laminates, Cement and Ferro Alloys) are dependent upon determinants like general economic condition of the country and state of housing and infrastructure sector, the performance of the company for the year under review was adversely affected.

During the year, your Company achieved Gross Income of Rs. 761.32 crores against Rs.641.56 crores during the previous year reflecting a growth of over 18 %. The net profit after minority interest decreased from Rs. 46.62 crores to 11.11 crores. Your company continued its dominance in plywood, veneer & allied products and further increased its market share.

On consolidated basis also, your Companys operations grew significantly. During the year under review, your company achieved Gross Income of Rs. 1179.19 crores against Rs. 1009.92 crores during the previous year, reflecting a growth of over 16 %. The net profit after minority interest and other adjustments fell from Rs. 111.67 crores to Rs. 71.83 crores.

SUB DIVISION OF EQUITY SHARES

With a view to enhance the liquidity of the stock and broad base our investor community and in accordance with the consent given by the Shareholders of the Company through Postal Ballot on 15th February, 2008 the equity shares of the company were sub-divided from Rs. 10/- denomination to Re. 1/- denomination. The sub-division became effective from the Record Date, i.e. 2nd May, 2008. The new sub-divided shares have been credited to the depository accounts of respective shareholders, where shares were held in demat form and physically dispatched to the shareholders who were holding shares in physical form. Old share certificates of Rs. 10/-denomination stands cancelled. ISIN for equity shares of Rs. 10/- each has been de-activated and new ISIN-INE348B01021 has been allotted for the sub-divided equity shares of Re. 1/- each and the same is active.

DIVIDEND

With a view to conserve resources, your Directors recommend Dividend at the rate of 25% as against 50 % paid last year. The Dividend amount of 25 paise per equity share of Re. 1/- each shall be exclusive of Dividend Tax. Dividend on 9% preference shares shall be paid as per coupon rate.

INTERNAL CONTROL SYSTEMS

Your Companys internal control systems are commensurate with its size and nature of business. Your Company places great emphasis on the maintenance of effective internal controls, both from the point of view of compliance with statutory requirements as well as supporting the smooth and efficient running of the business process that have an impact on financial reporting, Your Company has implemented SAP for integrated accounting and information system, which ensure better system driven controls. Responsibility for ensuring correct and timely performance of the controls has been assigned to specific individuals at all locations.

SUBSIDIARIES & ASSOCIATES

As a purposeful strategy, your Company carries a part of its business operations through several subsidiaries which are formed either directly or as step-down subsidiaries or in certain cases by acquisition of majority stake in an existing enterprise. As on March 31, 2009, Cement Manufacturing Co. Ltd. (CMCL), Megha Technical & Engineers Pvt. Ltd. (MTEPL), Auro Sundram Ply and Door Pvt. Ltd. (ASPDPL) and Star Cement Meghalaya Ltd. (SCML) continued to be subsidiaries of the Company. During the Financial Year 2008-09, your Company acquired 100% controlling interest in Cent Ply Pvt. Ltd. (CPPL) and as such CPPL became a wholly-owned subsidiary of your Company with effect from 1st October, 2008. The Company, together with its subsidiary CMCL, acquired controlling interest in Meghalaya Power Ltd. (MPL) and as such MPL also became a subsidiary of your Company with effect from 14th July, 2008.

CMCL along with its subsidiary MTEPL operates integrated Cement plant at Meghalaya with aggregate annual installed capacity of 1 Million Tonne. CMCL alongwith its subsidiaries is setting up a 1.75 Million Tonne per annum capacity clinker unit and 3.20 Million Tonne per annum cement grinding plants at Meghalaya, Assam and West Bengal. After affecting all these expansions, the companys consolidated cement manufacturing

capacity will go up to 4.20 Million Tonne per annum.

ASPDPL is operating a plywood unit at Raipur Industrial Area, Uttarkhand. This unit is manufacturing plywood and allied products from eco-friendly agro-forestry timber and is entitled to various incentives including excise duty and income tax exemption.

Cent Ply Pvt. Ltd. had set up a unit near Guwahati in Assam to manufacture plywood related products. This unit will be consuming locally available timber. The unit had started operations during financial year under review.

Meghalaya Power Ltd. is setting up 52 MW power generation capacity, most of which will be used for CMCLs cement and clinker units.

CONSOLIDATED FINANCIAL STATEMENTS

As per Section 212 of the Companies Act, 1956, the Company is required to attach the Directors Report, Auditors Report, Balance Sheet and Profit and Loss Account of its subsidiary companies to its Annual Report. The Ministry of Corporate Affairs, Government of India (Gol), vide its letter dated 14th May, 2009, has granted exemption to your Company for not attaching the above documents of subsidiaries with Annual.Report of the Company for the financial year 2008-09. Accordingly, this Annual Report does not contain the reports and other statements of the subsidiary companies. The Company will make available the annual audited accounts and related detailed information of the subsidiary companies upon request by any member of the Company. These documents will also be available for inspection during business hours at the registered office of the Company and also at the registered offices of the subsidiary companies.

The statement pursuant to above stated approval of Gol, about financial information of each subsidiary company, is annexed to this report. A statement of Holding Companys interest in subsidiaries as required under section 212 of the Companies Act, 1956 is also annexed.

As required by Accounting Standard - 21 and Listing Agreement with stock exchanges, the audited consolidated financial statements of the Company and its subsidiaries are attached.

FUTURE OUTLOOK

While it is true that India can not remain immune to global meltdown and the impact of global financial crisis on India were stronger than expected, it is also showing that it will be the first to recover. The measures taken by our apex bank had resulted into comfortable liquidity of rupee as well as foreign exchange. Although sub-prime crisis resulted into slow down of real estate in India, it did not result in what exactly happened in US and other parts of the world. Indian Banks are much more conservative than American and European banks when it comes for to lending. Hence, the exact same problems that disturbed global financial institutions, is not expected to affect Indian financial system. The Indian banking system is flushed with funds at reasonable interest rates, which can be said to be key driver to future growth of infrastructure, real estate and related productive sectors.

If we critically examine we find India is not an export driven economy like many Asian countries. It is not right to say that software industry dominate our economy, though it does dominate our mind-share. In fact Indias GDP growth is driven by its domestic consumption. Here a question emerges- if that be the case than why were we not left unscathed by problems of American and European economies. The answer is inflow and outflow of foreign funds. So, when the first world economies were in problem their funds were withdrawn from India, resulting into rupee weakening against Dollar and sudden crisis of fund. Now with political stability in place and realizing Indias ability to sail in turbulent water, India is again a preferred investment destination.

If we look at the Indias turnaround indicators we find that Cement sector has grown, Steel sector is showing recovery, the job losses are lowest, Interest rates are considerably lowered, availability and liquidity of money is comfortable, inflation is in control, rupee is strengthening against dollar, growth rate is satisfactory. We can say that stimulus packages by way of cuts in excise, custom and service tax has pumped huge money into the system and are now showing its results. Things are better than what it was few months ago. Boosting of demand and investment continue to remain the mantra to deal with current economic situation. Government is focusing on simulating demand by ensuring flow of credit to trade, industry, investment in infrastructure, housing and real estate.

Demand for Plywood, Laminates, Ferro Alloys and Cement is directly related to the growth of construction and infrastructure sector. With the ongoing thrust on the infrastructure and construction sector, the demand for company and its subsidiaries products is expected to remain stable. In view of present shortage and additional future demand for houses the construction activity is expected to remain stable and overall situation is expected to remain tilted towards demand. Since Cement, Steel, Plywood and laminate related products are essential part of construction right from initial brick and mortar stage to final stage of furnishing, the demand for these products is expected to remain stable. With strong and preferred "Centuryply" brand the company is expected to perform better in current fiscal.

FUTURE PLANS OF EXPANSION

Considering buoyant demand for the products and marketing strength of "Centuryply" brand, the company has plans for green field projects, brown field expansions, mergers and acquisitions. The company will implement its plans to set up Medium Density Fibre (MDF) Board units, in Punjab, Uttarkhand and North Eastern states and a greenfield plywood unit in Punjab at appropriate time.

The company is also increasing its focus on logistic services sector. The company is already operating a jetty at Falta, South 24 Parganas, West Bengal with Ministry of Commerce, Govt, of India. The company is now developing Container Freight Stations (CFS) near Kolkata Port. Out of total plan of developing approx. 1 lac sq.m. area as CFS, approx. 20000 sq.m. has already been developed and has become operative in February, 2009. The remaining area is expected to become operative in the current financial year.

The subsidiaries of the company are also having ambitious growth plans. CMCL is proposing to expand its cement manufacturing capacity from 1 million MT to 4.20 million MT per annum, with adequate captive power capacity.

DIRECTORS

In accordance with Articles of Association of the Company Sri Mangi Lai Jain, Ms. Plistina Dkhar and Sri Prem Kumar Bhajanka retire by rotation, and being eligible, offer themselves for re-appointment. In view of their considerable experience, your Directors recommend their re-appointment.

Sri Banwari Lai Agarwal and Sri Nag Raj Tater resigned from the Directorship of the Company with effect from 16th April, 2008. As per request of the Board Sri Agarwal, agreed to continue providing guidance to the company as Chairman Emeritus and Sri Tater agreed to remain in services of the company.

Sri Santanu Ray resigned from the Directorship of the Company with effect from 26th June, 2008. Your Directors appreciate the services rendered by Sri Ray to the Company.

Sri Prem Kumar Bhajanka and Sri Vishnu Khemani were appointed as Additional Directors on 16th April, 2008 by the Board of Directors of the Company. Sri S.B. Ganguly was appointed as Additional Director of the Company on 26th June, 2008 by the Board of Directors. Their appointment was confirmed by the shareholders at the previous Annual General Meeting held on 27th August, 2008.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirement of Section 217(2AA) of the Companies Act, 1956, with respect to Directors

Responsibility Statement, the Directors hereby confirm that :-

(i) in the preparation of the annual accounts for the year ended March 31, 2009, the applicable Accounting Standards have been followed and proper explanations were provided for material departures, if any.

(ii) the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company as at the end of the financial year and of the profit of the company for that period.

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

(iv) the Directors had prepared the annual accounts for the financial year ended March 31, 2009, on a going concern basis

CORPORATE GOVERNANCE

Your Company has been practicing the principle of good Corporate Governance over the years and it is a continuous and ongoing process. A detailed report on Corporate Governance practices followed by your Company, in terms of Clause 49 (VI) of the Listing agreement with Stock Exchanges is provided separately in this Annual Report.

A certificate from the Auditors of the Company confirming compliance of conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement is contained elsewhere in the Annual Report. This Certificate will be forwarded to the Stock Exchanges along with the Annual Report of the Company.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis, forming part of this report, as required under Clause 49(IV)(F) of the Listing Agreement with the stock exchanges is attached separately in this Annual Report.

CEO/CFO CERTIFICATION

As required by Clause 49 of the Listing Agreement, the CEO/CFO certification has been submitted to the Board and a copy thereof is contained elsewhere in Annual Report.

AUDITORS & AUDITORS REPORT

M/s. S. R. Batliboi & Co, Chartered Accountants, Statutory Auditors of the Company, retire at the conclusion of the ensuing Annual General Meeting of the Company. They have offered themselves for reappointment as Statutory Auditors and have confirmed that their appointment, if made, will be within the limits prescribed under Section 224(1B) of the Companies Act, 1956. Your Directors recommend their appointment for ensuing year.

The Notes to Accounts forming part of the financial statements are self-explanatory and need no further explanation.

Auditors in their audit report read with note no. 20 on Schedule -W have observed that exchange fluctuation loss of 2724.86 lacs (net) towards creditors/debtors pertaining to specific segments has been included as unallocable expenses/income as the amount of such exchange loss for different segments is not ascertainable. You will find that the company has shown loss arising out of foreign exchange fluctuation and out of reinstatement of forex assets and liability on balance sheet date as exceptional item, as the same has resulted from unprecedented and exceptionally volatile global market developments. The company has reinstated all its long term and short term liabilities in conformity to Accounting Standard 11. As the profit/loss arising out of foreign exchange fluctuation is financial in nature and impact of same over different segments is unascertainable, the company has been following the policy of treating same as unallocable income/expenditure. Accordingly in the year 2008-09 also, for the reasons mentioned above and to maintain consistency in accounting policies followed, the loss arising out of foreign exchange has been considered as unallocable expense. However, as pointed out by auditors it has no impact on the companys profit for the year ended 31st March, 2009. Other observations made in the Auditors Report are self explanatory and as such do not call for any further explanation under Section 217 (3) of the Companies Act, 1956.

CORPORATE SOCIAL RESPONSIBILITY

Your Company is a socially committed organisation and a socially responsible corporate citizen. It attaches paramount importance to discharge its overall social responsibilities to the community and the society at large. The Company contributes a part of its income to social, charitable and cultural organizations. It reaches out with the objective of improving the quality of life of the economically deprived people in the places where the Company has a presence.

HUMAN RESOURCE DEVELOPMENT & INDUSTRIAL RELATIONS

Your Company firmly believes in all around human resource development and cordial industrial relations. Identifying and rewarding human talent at all levels has helped the company to achieve all around development both in terms of quality and economy. The company maintains absolute harmony with its work force and has not faced any labour trouble since inception.

PARTICULARS AS PER SECTION 217 OF THE COMPANIES ACT, 1956.

There was one employee who was employed throughout the year and was in receipt of remuneration aggregating Rs.24 lakhs or more and one employee, who was employed for part of the year and was in receipt of remuneration aggregating Rs.2 lakhs per month or more during the financial year ended 31 st March, 2009. The information required under Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975, in respect of the aforesaid employees, is given hereunder:

Particulars Employed throughout the Employed for part of the financial year financial year

Name Sri Anoop Hoon Sri Abhra Rajib Banerjee

Designation President - Marketing & OD Vice President - Marketing

Qualification BA(Economics);PGDM MA. (Economics); (XLRI Jamshedpur) PGDM(Mktg.)

Nature of Employment Permanent Permanent

Nature of duties Marketing & Human Resource Marketing & Sales Promotion

Age 54 years 39 years

Date of Joining 1st March, 2008 1st July, 2008

Experience 29 years 14 years

Gross Remuneration (Total) Rs. 54,80,000 Rs. 30,61,203

Previous Employment Invigorsys Consultancy Pvt. Ltd. AKZO Nobel Decorative Coatings

Designation at Previous Director Channel Marketing Controller

Employment

- None of the Employees mentioned above is a relative of any Director or manager of the Company

- None of the Employees mentioned above hold 2% or more share capital of the Company

Information as to conservation of energy

The Company has always been conscious of the need of conservation of energy. Adequate energy conservation steps are being taken in all plants and offices of the company. The additional information on Conservation of energy for companys ferro-alloy unit is set out in a separate statement, attached to this report and form part of it.

Information as to technology absorption

There is no specific area in which R & D is carried out by the Company but Company constantly carry out research for improvement of its products. During the year under review there has been no specific and material capital/recurring expenditures on R&D. The Company is a member of Indian Plywood Industries Research and Training Institute (IPIRTI) and have contributed Rs. 15,000/- towards yearly subscription to IPIRTI. The technologies used by the company are indigenous. Constant efforts are made towards absorption, adaptation and innovation of technologies used, for improvement/ development of products of the company.

PUBLIC DEPOSITS

The Company did not invite or accept any deposits from the public under Section 58A of the Companies Act, 1956.

APPRECIATION

Your Directors wish to express their grateful appreciation for the valuable support and cooperation received from lenders, business associates, banks, financial institutions, shareholders, various Statutory Authorities and society at large. Your Directors also place on record, their appreciation for the contribution and hard work of employees of the Company and its subsidiaries at all levels.

For and on behalf of the Board of Directors

S. B. Ganguly

Chairman Kolkata, 30th June, 2009

Mar 31, 2008

The Directors have great pleasure in presenting the 27th Annual Report together with the audited Balance Sheet as at 31st March, 2008 and Profit & Loss Account for the year ended on that date.

FINANCIAL RESULTS Rs. in Crores

Particulars CONSOLIDATED 2007-08 2006-07

Gross Income 1009.92 718.25 Net Income 875.86 640.06 Profit Before Depreciation, Interest & Tax 219.82 159.80 Depreciation 35.14 24.95 Interest 23.68 15.57 Profit Before Tax 161.00 119.28 - Current Tax (including FBT) 28.71 17.10 - Deferred Tax 0.31 (1.24) - Adjustment for earlier years 1.03 0.27 - MAT Credit Entitlement (10.73) - Profit After Tax 141.68 103.15 Less: Minority Interest 30.01 25.75 Net Profit after Minority Interest 111.67 77.40 Pre acquisition Profh / (Loss) of Subsidiaries - 0.06 Dividend (including tax on dividend) 25.80 7.07 Transfer to General Reserve 14.50 2.04 Profit & Loss Account (Cr.) brought forward 115.99 47.64 Profit & Loss Account Balance on Amalgamation 4.78 - Profit & Loss Account Balance carried forward 192.14 115.99

STAND ALONE 2007-08 2006-07

641.56 452.40 549.51 397.09 86.38 45.17 13.93 12.87 10.47 7.92 61.98 24.38 16.65 5.25 0.37 (1.15) 0.34 0.16 44.62 20.44 44.62 20.44 11.15 5.63 4.50 2.04 49.30 36.53 4.78 - 83.05 49.30

Figures for the current year are not comparable with those of the previous year as the current year figures include transactions arising out of amalgamation of erstwhile Century Panels Private Limited, Sharon Veneers Private Limited and Sharon Wood Industries Private Limited with the company, with effect from the appointed date 1st April, 2007.

AMALGAMATION OF CENTURY PANELS PRIVATE LIMITED, SHARON VENEERS PRIVATE LIMITED AND SHARON WOOD INDUSTRIES PRIVATE LIMITED AND ISSUE OF NEW SHARES

During the year, a Scheme of Amalgamation (the scheme) of Century Panels Private Limited (CPPL), Sharon Veneers Private Limited (SVPL) and Sharon Wood Industries Private Limited (SWIPL) with the Company was approved by the members at the court convened meeting held on 8th October, 2007 and was subsequently sanctioned by Honble High Courts of Judicature at Delhi and Kolkata on 27th February, 2008 and 5th March, 2008 respectively.

The Certified copies of orders of Honble High Courts were filed with Ministry of Corporate Affairs on 1st April, 2008 and accordingly the scheme became effective from 1st April, 2008. The appointed date of the scheme being 1st April, 2007, the effect of all transactions of CPPL, SVPL and SWIPL had been given in financial year 2007-08.

SVPL and SWIPL were both engaged in manufacturing of plywood and related products with a major market share in southern India and having manufacturing unit in Chinnappolapuram, Gummidipoondi, Chennai. CPPL was also engaged in manufacturing of plywood and related products having its unit at Rambha Road, Taraori, Haryana.

This merger is coherent with the current corporate trend of expansion via strategic acquisitions at group level. The merger has resulted in

- Creation of a combined base of higher profitability and assets.

- Benefits of horizontal integration, efficient utilization of their resources, greater economies of scale.

- Formation of a more coherent strategy for growth by providing an opportunity to plan for future growth avenues with greater choices and larger pool of combined resources.

- Providing an access to a combined pool of marketing set up and unhindered leveraging of common financial and managerial resources in pursuit of a unified strategy.

- Ensuring higher standards of corporate governance, assurance and risk management aspects.

- Increased production capacities and increased market share of organized plywood market.

- Logistic advantages as acquired manufacturing units are located in northern and southern part of India.

- Unlocking the true potential of the combined resources.

This merger has resulted in the formation of a larger and stronger entity having a wider geographical reach and area of operations with a larger capital and asset base and greater capacity for conducting its operations more efficiently and competitively.

SUB DIVISION OF EQUITY SHARES

In accordance with the consent given by the Shareholders of the Company through Postal Ballot on 15th February, 2008 the equity shares of the company were sub-divided from Rs. 10/- denomination to Re. 1/- denornination. The sub-division became effective from the Record Date, i.e. 2nd May, 2008. The new sub- divided shares have been credited to the depository accounts of respective shareholders, where shares were held in demat form and physically dispatched to the shareholders who were holding shares in physical form. Old share certificates of Rs. 10/- denomination stands cancelled. ISIN for equity shares of Rs. 10/- each has been de-activated and new ISIN- INE348B01021 has been allotted for the sub-divided equity shares of Re. 1/- each and the same is active.

PERFORMANCE AND OPERATIONS REVIEW

During the year, your Company achieved Gross Income of Rs. 641.56 crores against Rs. 452.40 crores during the previous year reflecting a growth of over 41 %. The net profit also increased from Rs. 20.44 crores to 44.62 crores reflecting growth of over 118%. Your company continued its dominance in plywood, veneer & allied products and further increased its market share. The merger of three companies resulted in substantial increase of plywood capacity and also logistic benefits of proximity of manufacturing set ups across the country. The profitability of plywood segment increased from Rs. 20.71 crores to Rs. 39.75 crores. The profitability of all segments increased considerably. The laminate division posted segmental profit of Rs. 7.47 crores against loss of Rs. 3.75 crores last year. With the assured availability of power from Captive Power Plant, the ferro alloy unit s profitability increased from Rs. 7.26 crores to Rs. 14.67 crores.

With record performance of the cement plant of the subsidiary, on consolidated basis also, your Companys operations grew significantly. During the year under review, your company achieved Gross Income of Rs. 1009.92 crores against Rs. 718.25 crores during the previous year, reflecting a growth of over 40 %. The net profit after minority interest also increased from Rs. 77.40 crores to Rs. 111.67 crores reflecting growth of over 44%.

DIVIDEND

In view of substantial growth in profitability of the Company your Directors are pleased to recommend the Dividend, at the rate of 50% against 25% paid last year. The Dividend amount of 50 paise per equity share of Re. 1/- each shall be exclusive of Dividend Tax. Dividend on 9% preference shares shall be paid as per coupon rate.

SAP IMPLEMENTATION

During the year your Company has implemented SAP ERP system, which connects all offices and manufacturing locations across the country through single software and single server. The new system will greatly enhance the companys capability to capture and process real time and comprehensive range of data to be used for decision making and day to day operations. The system will enable automation of almost all processes which were not part of the IT legacy system. It will also integrate good governance practices into the business process through the use of IT tools and software components. It will incorporate internal control requirements through well defined authorization profiles and rigid systems. The system will ensure better transparency and corporate governance across organization.

INTERNAL CONTROL SYSTEMS

Your Companys internal control systems are commensurate with its size and nature of business. Your Company places great emphasis on the maintenance of effective internal controls, both from the point of view of compliance with statutory requirements as well as supporting the smooth and efficient running of the business process that have an impact on financial reporting, Your Company has embarked on an internal control systems project to standardize and properly document the major processes and associated key controls. SAP will also help to achieve the same. Responsibility for ensuring correct and timely performance of the controls has been assigned to specific individuals at all locations.

SUBSIDIARIES & ASSOCIATES

Cement Manufacturing Co. Ltd (CMCL), Megha Technical & Engineers Pvt. Ltd (MTEPL) and Auro Sundaram Ply & Doors Pvt Ltd (ASPDPL) continued to be subsidiaries of the Company. During the Financial Year 2007-08, CMCL acquired 100% controlling interest in Star Cement Meghalaya Ltd. (SCML) and as such SCML also became a subsidiary of your Company with effect from 2nd June, 2007.

CMCL along with its subsidiary MTEPL operates integrated Cement plant at Meghalaya with aggregate annual installed capacity of 1 million Tonne. During the year under review, the cement production increased to 725196 MT as compared to 508150 MT in the previous year. It has been able to maintain its EBIDTA margins of 44% and improved net profit margin from 32.91% to 35.47%.

ASPDPL is operating a plywood unit at Raipur Industrial Area, Uttarkhand. This unit is manufacturing plywood and allied products from eco-friendly agro-forestry timber and is entitled to various incentives including excise duty and income tax exemption.

SCML is setting up a 1..5 million tonne clinkerisation unit along with a captive power plant at Lumshnong, Meghalaya.

CONSOLIDATED FINANCIAL STATEMENTS

The Consolidated Financial Statement comprising financial statements of the Company and its subsidiaries is also annexed.

Ministry of Corporate Affairs, Government of India has exempted the company from attaching the Annual Reports and other particulars of its subsidiary companies along with the Annual Report of the company required u/s 212 of the Companies Act, 1956. Therefore, the said Reports of the subsidiary companies are not attached herewith. However, a statement giving certain information as required by Ministry of Corporate Affairs, while granting exemption, is separately given. The company shall provide a copy of the Annual Report and other documents of its subsidiaries companies as required u/s 212 of the Companies Act, 1956 to the shareholders upon their request, free of cost. A statement of Holding Companys interest in subsidiaries is also furnished separately.

FUTURE OUTLOOK

Demand for Plywood, Laminates, Ferro Alloys and Cement is directly related to the growth of construction and infrastructure sector. With the ongoing boom in the infrastructure and construction sector, the demand for company and its subsidiaries products is expected to remain comfortable. The present economic situation in the country and Governments fiscal policies also point to buoyancy in construction and infrastructure sector. In order to boost environment friendly interior materials, the Finance Minister has reduced excise duty on plywood and veneers from 16% to 8%, which will immensely benefit the organized sector of the industry.

In view of present shortage and additional future demand for houses the construction activity is expected to remain in full swing. Although a temporary cool down of construction activities may not be ruled out, the overall situation is expected to remain tilted towards demand. The enormous amount of activity in the construction industry has led to the growing demand for cement, steel, plywood, laminates and related products. Boom time continues in the commercial and residential construction sectors. Since Cement, Steel, Plywood and laminate related products are essential part of construction right from initial brick and mortar stage to final stage of furnishing, the demand for these products is expected to remain buoyant. With the increased urbanization and improvement in income and living standard of average Indians, branded products, like "Centuryply" are continuing to command price premium and consumer preference.

FUTURE PLANS OF EXPANSION

Considering buoyant demand for the products and marketing strength of "Centuryply" brand, the company has plans for green field projects, brown field expansions, mergers and acquisitions. The company had firmed up its plans to set up Medium Density Fibre (MDF) Board units, in Punjab, Uttarakhand and North Eastern states. The company has also planned Indias biggest greenfield plywood unit in Punjab and double the capacity of its laminate unit.

The Company is also increasing its focus on logistic services sector. The company is already operating a jetty at Falta, South 24 Parganas, West Bengal with Ministry of Commerce, Govt, of India. The company has plans to develop Container Freight Stations (CFS) and Inland Container Terminals. Increasing volume of cargo at Kolkata Port has resulted in heavy congestion at the port and in order to ease congestion, the port authorities have decided to develop CFS. Kolkata Port Trust has allotted to the company two plots near Kolkata Port which are being developed as CFS and are expected to commence operations in the current financial year.

The subsidiaries of the company are also having ambitious growth plans and are proposing to expand their cement manufacturing capacity from 1 million MT to 4 million MT.

PUBLIC DEPOSITS

The Company did not invite or accept any deposits from the public under Section 58A of the Companies Act, 1956.

CORPORATE GOVERNANCE

Your Directors reaffirm their commitment to Corporate Governance Code prescribed by the Securities Exchange Board of India (SEBI). This Annual Report contains a detailed Corporate Governance Report along with Auditors Certificate, as per requirement of Clause 49 of the Listing Agreements with the Stock Exchanges.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report as required by Clause 49 of the Listing Agreement with the Stock Exchanges for the year under review is given as a separate statement.

CEO/CFO CERTIFICATION

As required by Clause 49 of the Listing Agreement, the CEO/CFO certification has been submitted to the Board.

COMPLIANCE CERTIFICATE

A certificate from the auditors of the Company confirming compliance of conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement is contained elsewhere in the Annual Report.

HUMAN RESOURCE DEVLOPMENT & INDUSTRIAL RELATIONS

Your Company firmly believes in all around human resource development and cordial industrial relations. Identifying and rewarding human talent at all levels has helped the company to achieve all around development both in terms of quality and economy. The Company maintains absolute harmony with its work force and has not faced any labour trouble since inception.

PARTICULARS AS PER SECTION 217 OF THE COMPANIES ACT, 1956.

Details of the employees of the Company who were drawing remuneration requiring disclosure under section 217 (2A) of the Companies Act, 1956 is as under :

There was no employee employed throughout the year drawing remuneration more than Rs. 24 Lacs per annum. Name and detail of one employee who was employed for part of the year and drawing remuneration of more than Rs. 2 Lacs per month is given hereunder.

Name : Mr. Anoop Hoon

Designation : President (Marketing) and Organisation Development

Qualification : B.A (Economic) PGDM (XLR1 Jamshedpur)

Age : 53 years

Date of Joining : 1st March, 2008

Experience : 28 years

Gross Remuneration : Rs. 3,81,167/-

Previous Employment : Invigorsys Consultancy Pvt. Ltd.

Designation at Previous Employment : Director

Information as; to conservation of energy

The Company has always been conscious of the need of conservation of energy. Adequate energy conservation steps are being taken in all plants and offices of the company. The additional information on Conservation of energy for companys ferro-alloy unit is set out in a separate statement, attached to this report and forming part of it.

Information as to technology absorption

There is no specific area in which R & D is carried out by the Company but Company constantly carry out research for improvement of its products. During the year under review there has been no specific and material capital/recurring expenditures on R&D. The Company is a member of Indian Plywood Industries Research and Training Institute (IPIRTI) and have contributed Rs. 15,000/- towards yearly subscription to IPIRTI. The technologies used by the company are indigenous. Constant efforts are made towards absorption, adaptation and innovation of technologies used, for improvement/ development of products of the company.

Foreign Exchange earnings and outgo

Foreign Exchange Earning Rs. 22.69 Crores

Foreign Exchange Outgo Rs. 190.91 Crores

DIRECTORS

In accordance with Articles of Association of the Company Sri Sajan Kumar Bansal, Sri Manindra Nath Banerjee and Sri Brij Bhushan Agarwal retire by rotation, and being eligible, offer themselves for re-appointment. In view of their considerable experience, your Directors recommend their re-appointment.

Sri Banwari Lal Agarwal and Sri Nag Raj Tater resigned from the Directorship of the Company with effect from 16th April, 2008. As per request of the Board Sri Agarwal, agreed to continue providing guidance to the company as Chairman Emeritus and Sri Tater agreed to remain in services of the company.

Sri Santanu Ray has submitted resigned from the Directorship of the Company w.e.f 26th June, 2008. Your Directors appreciate the services rendered by Sri Ray to the Company.

Sri Prem Kumar Bhajanka and Sri Vishnu Khemani were appointed as Additional Directors of the Company on 16th April, 2008 by the Board of Directors of the Company. Sri S.B. Ganguly was appointed as Additional Director of the Company on 26th June, 2008 by the Board of Directors. Sri Bhajanka, Sri Khemani and Sri Ganguly would hold such office till the ensuing Annual General Meeting. The Company has received notices under section 257 of the Companies Act, 1956 proposing their candidature to the office of Director of the Company. In view of considerable experience of Sri Bhajanka, Sri Khemani and Sri Ganguly, your Directors recommend their appointment.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirement of Section 217(2AA) of the Companies Act, 1956, with respect to Directors Responsibility Statement, the Directors hereby confirm that :-

(i) in preparing the annual accounts, applicable accounting standards had been followed along with proper explanation relating to material departures.

(ii) the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit of the company for that period.

(iii) the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

(iv) the Directors had prepared the annual accounts on a going concern basis.

AUDITORSREPORT

The observations made in the Auditors Report are self explanatory and as such do not call for any further explanation under Section 217 (3) of the Companies Act, 1956.

AUDITORS

M/s. Ashok Kedia & Co., Chartered Accountants and M/s. Kailash B. Goel & Co., Chartered Accountants, Joint Statutory Auditors of the Company, retire at the conclusion of ensuing Annual General Meeting. They have expressed their unwillingness to be reappointed. Your Directors place on record the invaluable services rendered by both the firms during their respective tenures. In view of their unwillingness, the Board of Directors propose M/s. S. R. Batliboi & Co., Chartered Accountants, who have agreed for appointment and have confirmed that their appointment, if made, would be within the limits prescribed under section 224(1B) of the Companies Act, 1956. Your Directors recommend their appointment for ensuing year.

APPRECIATION

Your Directors take this opportunity to convey their sincere appreciation to the Companys employees, Bankers, Shareholders for their valuable services, support and continued confidence in the Company. Your Directors are also deeply grateful to Companys customers, associates, suppliers, Government Authorities for their continued support.

For and on behalf of the Board of Directors

Kolkata S. B. Ganguly 26th June, 2008 Chairman

Mar 31, 2007

Your Directors have great pleasure in presenting the 26th Annual Report together with the audited Balance Sheet as at 3 1st March, 2007 and Profit & Loss Account for the year ended on that date.

FINANCIAL RESULTS Rs. in Crores Particulars CONSOLIDATED STAND ALONE 2006-07 2005-06 2006-07 2005-06 Gross Income 718.25 456.56 452.40 289.33 Net Income 691.61 431.66 431.11 271.39 Profit Before Depreciation, Interest & Tax 159.80 78.15 45.17 25.89 Depreciation 24.95 19.09 12.87 6.47 Interest 15.57 12.37 7.92 4.22 Profit Before Tax 119.28 46.69 24.38 15.20 Current Tax including FBT 17.11 5.06 5.25 2.13 Deferred Tax Liability (Assets) (1.25) 2.54 (1.15) 2.48 Adjustment for earlier years 0.27 0.59 0.16 - Profit After Tax 103.15 38.50 20.44 10.59 Pre acquisition Profit/(Loss) of Subsidiaries (0.03) 10.55 - - Minority Interest 25.72 4.06 - - Dividend (including tax on dividend)7.07 5.12 5.63 2.92 Transfer to General Reserve 2.04 1.06 2.04 1.06 Profit & Loss Account Credit Balance Brought forward 47.64 20.49 36.53 20.49 Profit & Loss Account Balance on Amalgamation - 9.43 - 9.43 Profit & Loss Account Balance carried forward 115.99 47.63 49.30 36.53

PERFORMANCE / OPERATIONS REVIEW During the year, your Company achieved Gross Income of Rs. 452.40 crore against Rs.289.33 crore during the previous year reflecting a growth of over 56 %. The net profit also increased from Rs. 10.59 crores to 20.44 crores reflecting growth of over 93%. Your company continued its dominance in plywood veneer and allied products increased its market share. While the profitability of plywood and veneer divisions increased considerably, the laminates division could not do well despite increased capacity utilization mainly due to stiff competition. With the commencement of operations of the 13.8 MW Captive Power Plant, the fcrro alloy unit turned around and operated at 107 % capacity as against 25 % capacity in the previous financial year and contributed significantly to the top line as well as bottom line of the company.

With record performance of the cement plant of the subsidiary, on consolidated basis also, your Companys operations grew significantly. During the year under review, your company achieved Gross Income of Rs. 718.25 crore against Rs. 456.56 crore during the previous year, reflecting a growth of over 57 %. The net profit after minority interest also increased from Rs. 23.89 crores to 77.46 crores reflecting growth of over 224%.

DIVIDEND

The Directors approved payment of Interim Dividend @ Rs. 2.50 per equity share (i.e. 25%), exclusive of corporate tax on dividend, which was paid on 27th March,2007. With a view to conserve resources for companys future plans, this interim dividend may be treated as final dividend for the financial year 2006-07.

ISSUE OF NEW SHARES

In accordance with the scheme of amalgamation whereby erstwhile Shyam Century Ferrous Limited amalgamated with the company, the company has issued 95,21, 865 equity shares of Rs. 10/- each to their shareholders.

SUBSIDIARIES & ASSOCIATES

Cement Manufacturing Co. Ltd (CMCL) and Megha Technical & Engineers Pvt. Ltd (MTEPL), continued to be subsidiaries of the Company. CMCL is operating a clinker and cement unit at Lumshnong, Meghalaya and MTEPL is engaged in generation of power at Lumshnong, Meghalaya and also hiring of heavy equipments and vehicles used for mining. MTEPL has also set up a Clinker Grinding Unit at Lumshnong, Meghalaya which has commenced operations in the month of May, 2007. The combined installed capacity of both the subsidiaries is around one million tonne of cement per annum.

During the Financial Year 2006-07 your Company acquired controlling interest in Auro Sundaram Ply & Doors Pvt Ltd (ASPDPL) which is operating a plywood unit at Raipur Industrial Area, Uttarakhand. Apart from access to local agro-forestry timber, the unit is also entitled to various fiscal incentives including excise duty and income tax exemption.

Your company is required to import substantial quantities of Timber Logs and other materials for the operation of its Plywood, Veneer and Laminate units. Your company is also operating a Jetty on licence basis with the Ministry of Commerce, Govt. of India. In view of logistic requirements and strategic advantages, your company made an investment in "Century Star Shipping Ltd." (CSSL) jointly with M/s B. Ghose & Company Pvt. Ltd. who are reputed and established players in the Shipping and Logistics services. CSSL was subsidiary of the company for the period from 27.11.2006 to 15.03. 2007.

Department of Company Affairs, Government of India has exempted the company from attaching the Annual Reports and other particulars of its subsidiary companies along with the Annual Report of the company required u/s 212 of the Companies Act, 1956. Therefore, the said Reports of the subsidiary companies are not attached herewith. However, a statement giving certain information as required by Department of Company Affairs, while granting exemption, is separately given. The company shall provide a copy of the Annual Report and other documents of its subsidiaries companies as required u/s 212 of the Companies Act,1956 to the shareholders upon their request free of cost. A statement of Holding Companys interest in subsidiaries is also furnished separately.

CONSOLIDATED FINANCIAL STATEMENTS

The Consolidated Financial Statement comprising financial statements of the Company and its subsidiaries is also annexed.

FUTURE OUTLOOK

Demand for Plywood, Laminates, Ferro Alloys and Cemenl is directly related to the growth of construction and infrastructure sector. With the ongoing boom in the infrastructure and construction sector, the demand for company and its subsidiaries products is expected to remain comfortable. The present economic situation in the country and Governments fiscal policies also point to buoyancy in construction and infrastructure sector. Union Budget 2006-07 laid significant stress on overall development of infrastructure. This is evident from 54% hike in budgetary support to the Bharat Nirman Programme and increase in the corpus of the Rural Infrastructure Fund. In order to boost investment in urban infrastructure, the budget has proposed to provide a grant of Rs. 45.95 billion for the Jawaharlal Nehru National Urban Renewal Mission. Furthermore, the establishment of new towns around specific themes is likely to boost housing and commercial activities. In order to boost environment friendly interior materials the Finance Minister has reduced excise duty on plywood products from 16% to 8%. which will immensely benefit the industry.

In view of present shortage and additional future demand for houses the construction activity is expected to remain in full swing. The enormous amount of activity in the construction industry has led to the growing demand for cement, steel, plywood, laminates and related products. Boom time continues in the commercial and residential construction sectors. Since Cement, Steel, Plywood and Laminate related products are essential part of construction right from initial brick and mortar stage to final stage of furnishing the demand for these products is expected to remain buoyant.

FUTURE PLANS OF EXPANSION

Considering buoyant demand for the products and marketing strength of "CENTURYPLY" brand, the company has plans for green field projects, brown field expansions, mergers and acquisitions.

Your Company has in principal decided for merger of three companies namely Sharon Wood Industries Pvt. Ltd., Sharon Veneers Pvt. Ltd and Century Panels Private Limited all of which are engaged in manufacturing of plywood and allied products with significant presence in Southern and Northern parts of the Country. With these acquisitions, your companys market share will improve further which will provide various strategic advantages.

Your Company has also applied to Centrally Empowered Committee (set up by Honble Supreme Court of India) for permission to set up new units in the states of Uttrakhand, Punjab and Meghalaya for manufacturing of Plywood, Veneer, Particle Board and allied products.

Your Company is also exploring possibility of marketing imported wooden flooring and high grade metallic laminates.

The subsidiaries of the company are also having ambitious growth plans. CMCL is proposing to expand its cement and clinker manufacturing capacity and is also exploring possibilities of Greenficld projects in the states of Assam, Bihar and Jharkhand.

PUBLIC DEPOSITS

The Company did not invite or accept any deposits from the public under Section 58A of the Companies Act, 1956.

CORPORATE GOVERNANCE

Your Directors reaffirm their commitment to Corporate Governance Code prescribed by the Securities Exchange Board of India (SEBI). This annual report contains a detailed Corporate Governance Report along with Auditors Certificate, as per requirement of Clause 49 of the Listing Agreements with the Stock Exchanges.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report as required by Clause 49 of the Listing Agreement with the Stock Exchanges for the year under review is given as a separate statement

CEO/CFO CERTIFICATION

As required by Clause 49 of the Listing Agreement, the CEO/CFO certification has been submitted to the Board, which is separately annexed.

HUMAN RESOURCE DEVLOPMENT & INDUSTRIAL RELATIONS

Your Company firmly believe in all around human resource development and cordial industrial relations. Identifying and rewarding human talent at all levels has helped company to achieve all around development both in terms of quality and economy. The company maintains absolute harmony with its work force and has not faced any labour trouble since inception.

PARTICULARS AS PER SECTION 217 OF THE COMPANIES ACT, 1956.

None of the employees of the Company was drawing remuneration requiring disclosure under section 217 (2A) of the Companies Act, 1956.

Information as to conservation of energy

The Company has always been conscious of the need of conservation of energy. Adequate energy conservation steps are being taken in all plants and offices of the company. The additional information on Conservation of energy for companys ferro-alloy unit is set out in a separate statement, attached to this report and forming part of it.

Information as to technology absorption

There is no specific area in which R & D is carried out by the Company but Company constantly carry out research for improvement of its products. During the year under review there has been no specific and material capital/recurring expenditures on R&D. The Company is a member of Indian Plywood Industries Research and Training Institute (IPIRTI) and have contributed Rs. 15,0007- towards yearly subscription to IPIRTI. The technologies used by the company are indigenous. Constant efforts are made towards absorption, adaptation and innovation of technologies used, for improvement/ development of products of the company.

Foreign Exchange earnings and outgo

Foreign Exchange Earning Rs. 1653.21 lacs

Foreign Exchange Outgo Rs. 8187.81 lacs

DIRECTORS

In accordance with Articles of Association of the Company Sri Banwari Lal Agarwal, Sri Hari Prasad Agarwal , Sri Nag Raj Tater and Sri Mangi Lal Jain retire by rotation, and being eligible, offer themselves for re-appointment. In view of considerable experience of all of them your Directors recommend their re- appointment.

Ms. Plistina Dkhar was appointed as Additional Directors of the Company by the Board of Directors and she holds such office till the ensuing Annual General Meeting. The Company has received a notices under section 257 of the Companies Act, 1956 proposing her candidature to the office of the Director of the Company. In view of considerable experience of Ms. Dkhar, your Directors recommend her appointment.

DIRECTORS RESPONSIBILITY STATEMENT

The Directors confirm :

(i) That in the preparation of the annual accounts for the year under review, the applicable accounting standards have been followed and that no material departures have been made from the same;

(ii) That they have selected appropriate accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so far as to give a true and fair view of the state of affairs of the company at the end of March 31, 2007 and of the profit of the company for that period.

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

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

AUDITORS REPORT

The observations made in the Auditors Report are self explanatory and as such do not call for any further comments.

AUDITORS

M/s. Ashok Kedia & Company, Chartered Accountants and M/s. Kailash B. Goel & Co., Chartered Accountants Joint Statutory Auditors of the Company, retire at the conclusion of ensuing annual general meeting have offered themselves for reappointment and have confirmed that their appointment, if made, would be within the limits prescribed under section 224 (IB) of the Companies Act, 1956. Your Directors recommend their appointment for ensuing year.

APPRECIATION

Your Directors take this opportunity to convey their sincere appreciation to the Companys, employees, Bankers, Shareholders for their valuable services, support and continued confidence in the company. Your Directors are also deeply grateful to companys customers, associates, suppliers, Government Authorities for their continued support.

For and on behalf of the Board of Directors

Registered Office 6, Lyons Range Kolkata - 700 001 B. L. Agarwal 2nd June, 2007 Chairman

Mar 31, 2006

The Directors have great pleasure in presenting the 25th Annual Report together with the audited Balance Sheet as at 31st March, 2006 and Profit & Loss Account for the year ended on that date.

FINANCIAL RESULTS Rs. in Crores

Consolidated 2005-06 2004-05 2005-06

Gross Income 456.56 289.33 172.98 Net Income 431.66 271.39 161.85 Profit Before Depreciation, Interest & Tax 78.15 25.89 14.66 Depreciation 19.09 6.47 3.37 Interest 12.37 4.22 1.82 Profit Before Tax 46.69 15.20 9.47 Current Tax 5.06 2.13 0.90 Deferred Tax 2.54 2.48 0.80 Adjustment for earlier years 0.59 - - Profit After Tax 38.50 10.59 7.77 Pre acquisition Profit of Subsidiaries (10.55) - - Minority Interest 4.06 - - Dividend (including tax on dividend) 5.12 2.92 2.31 Transfer to General Reserve 1.06 1.06 0.77

Profit & Loss Account Credit Balance Brought forward 20.49 20.49 15.80

Profit & Loss Account Credit Balance of erstwhile 9.43 9.43 -

Shyam Century Ferrous Ltd Brought Forward

Profit & Loss Account Balance carried forward 47.63 36.53 20.49

Figures for the current year are not comparable with those of previous year as the current year figures include transactions arising out of amalgamation of erstwhile Shyam Century Ferrous Limited, with effect from appointed date 1st April, 2005.

AMALGAMATION OF SHYAM CENTURY FERROUS LTD.

During the year under review, pursuant to a Scheme of Amalgamation (the scheme) Shyam Century Ferrous Limited (SCFL) amalgamated with the Company with effect from 1st April, 2005 (Appointed Date). The Scheme was sanctioned by the respective Hon'ble High Courts of Judicature at Kolkata and Guwahati on 8th November, 2006 and 22nd November, 2006 respectively and Certified copies of orders were received on 6th December, 2006 and 7th December, 2006 respectively which have been filed with the respective Registrar of Companies at Kolkata and Shillong.

Pursuant to the scheme, the shareholders of SCFL are to be allotted three equity shares of Rs. 10/- each of the Company against every four equity shares of Rs.10/- each held by them in SCFL as on the record date to be decided. Accordingly 95,21,865 equity shares of Rs. 10/- each are to be issued to the shareholders of SCFL.

SCFL was engaged in manufacturing of Ferro Alloys (Ferro Silicon) and generation of power. The unit is located at Byrnihat, Meghalaya and 2 nos 9 MVA sub-merged Electric Arc Furnaces and a 13.8 MW Captive Power Plant have been installed.

By virtue of amalgamation of SCFL with the company, Cement Manufacturing Company Ltd. (CMCL) has become a subsidiary of the Company w.e.f 1st October, 2005 and the Company is holding 76.73% equity of CMCL. CMCL is engaged in manufacturing of cement and clinker with its unit at Lumshnong, Meghalaya. CMCL is marketing its products under "STAR Cement" brand which has, within a very short time, become a popular cement brand of the north eastern India. CMCL is having unique advantage of getting good quality Limestone from its captive mines and good quality coal in the vicinity of the plant.

W.e.f 23rd March, 2006, Megha Technical & Engineers Pvt. Ltd. (MTEPL) is a subsidiary of CMCL which is holding 99.56% equity of MTEPL. Thus MTEPL has also become a subsidiary of the Company. MTEPL is engaged in generation of power from its 9 MVA power plant and also has a large fleet of heavy machine equipment and vehicles used in mining activities. MTEPL is setting up a cement grinding unit with annual installed capacity of 4.5 lac MT which is expected to be operational by the end of the current financial year.

This merger is coherent with the current corporate trend of expansion via strategic acquisitions at industry level and also group level. The merger has resulted in :

* Creation of a combined base of higher profitability and assets,

* Benefits of vertical integration and diversification

* Formation of a more coherent strategy for growth by providing an opportunity to plan for future growth avenues with greater choices and larger pool of combined resources.

* Providing an access to a combined pool of marketing set-up and unhindered leveraging of common financial and managerial resources in pursuit of a unified strategy.

* Ensuring higher standards of corporate governance, assurance and risk management aspects.

* Unlocking the true potential of the combined resources.

As a result of this merger, the corporate boundaries have disappeared and a fully and truly integrated company has been created. Now, the shareholders would have an access to a combined pool of profits and cash flows.

PERFORMANCE AND OPERATIONS REVIEW

During the year, your Company achieved Gross Income of Rs. 289.33 crore against Rs.172.98 crore during the previous year reflecting a growth over 67%. The year has seen substantially improved performance of the plywood and laminate divisions of the Company. Due to inadequate availability of power from the state grid, the potential of the Ferro Alloy Plant could not be harnessed optimally. In order to ensure optimal capacity utilization of the Ferro Alloy Plant, a 13.8 MW Captive Power Plant has been installed which has already commenced generation from March, 2006. During the year under review, the Company's profit before tax increased to Rs. 15.20 crore from Rs. 9.47 crore in the previous year reflecting a growth of over 60%.

On consolidated basis your Company achieved Gross Income of Rs. 456.56 crore and profit after tax (excluding minority interest) of Rs. 32.01 crore. This being the first year of consolidated financial statement, previous year's figures have not been ascertained.

DIVIDEND

The Directors approved payment of Interim Dividend @ Rs. 2.50 per equity share (i.e. 25%), exclusive of corporate tax on dividend, which was paid on 4th August, 2006 to those shareholders whose names appeared on the Register of Members of the Company at the close of business hours on 3rd August, 2006 after giving effect to all the valid transfers in physical form lodged with the Company and/or its Registrar and Share Transfer Agent, and in respect of shares held in demat form, on the basis of beneficial ownership as per the details furnished by the National Securities Depositories Limited (NSDL) and Central Depository Services (India) Limited (CDSL).

No further dividend is recommended for the financial year 2005-06.

SUBSIDIARIES

As required under Section 212 of the Companies Act,1956, the audited statement of accounts, along with the report of the Board of Directors relating to the Company's subsidiaries, Cement Manufacturing Company Limited and Megha Technical & Engineers Private Limited and respective Auditors' Report thereon for the year ended 31 st March,2006 are annexed. A Statement of Holding Company's interest in subsidiaries is enclosed.

Consequent upon acquisition of 51% shareholding in the equity of Century Star Shipping Ltd. (CSSL), w.e.f 27th November, 2006 CSSL has become a subsidiary of the Company. CSSL is engaged in shipping business and owning one tug with barge.

CONSOLIDATED FINANCIAL STATEMENTS

The Consolidated Financial Statement comprising of the financial statements of the Company and its subsidiaries are also annexed.

FUTURE OUTLOOK

Demand for plywood, Laminates, Ferro Alloys, Cement and others is directly related to the growth of housing, furniture, and infrastructure sector. With the ongoing boom in the housing sector, the anticipated growth in demand for plywood related products is estimated to be in the range of 25%. The growth in demand for plywood product is also justified by the growth witnessed in production of cement, finished steel and related products. Your Company is India's leading manufacturer of plywood, with a market share of about 20% of the organized sector. The Company's strong marketing and brand strategy has helped it to emerge as a prominent and leading plywood manufacturer. "CENTURY PLY" - the brand name under which the Company markets its plywood, is known for its quality. Further, value-added products have enabled the Company to cater niche segments and reinforce its image as a quality manufacturer. The Company expect to achieve growth of 25% every year and continue to command price premium.

In view of increasing infrastructure and construction activities in the country, demand for steel is also increasing. The demand for ferro alloys which is an important ingredient for the steel manufacturing, is directly linked with the increase in demand for steel. With the commencement of operations of the captive power plant, the ferro alloy plant is operating at optimum capacity in the current financial year and is expected to contribute significantly both to the top as well as the bottom lines of the Company.

Due to Government thrust on development of infrastructure like housing, power and roads the Indian Cement Industry is witnessing around 10% growth. The demand for Cement in north eastern region is growing at around 14%. The units in the north eastern region are enjoying various tax and other incentives, including exemption from excise duty, which provides them strategic advantages over the cement players in the main land who are also required to incur heavy transportation charges. In view of the ongoing boom in the cement industry, operational efficiency of the plant, strong brand, well established marketing network and the price advantages as mentioned above, the subsidiaries of the Company are expected to perform well and contribute significantly in the consolidated financial statements.

FUTURE PLANS OF EXPANSION

Considering buoyant demand for the products and strong value of "CENTURYPLY" brand, the Company is planning expansions both by way of acquisition as well as new units.

The Company is in the process of acquiring controlling interest in Auro Sundaram Ply & Door Pvt. Ltd., which has set up a plywood and veneer manufacturing unit at Raipur Industrial Area, Uttaranchal. The unit has a distinct advantage of access to local agro-forestry timber and is also entitled to various fiscal incentives including exemption of excise duty. Your Company is negotiating with several more companies for acquisition of controlling interest with a view to increase the market share in the plywood and allied industry.

The Company has also applied to Centrally Empowered Committee (set up by Hon'ble Supreme Court of India) for permission to set up new units in the states of Uttaranchal, Punjab and Meghalaya for manufacturing of Plywood, Veneer, Particle Board and allied products.

The subsidiaries of the Company are also having ambitious growth plans. CMCL is proposing to expand its cement and clinker manufacturing capacity and is also exploring possibilities of Greenfield projects in the states of Assam, Bihar and Jharkhand. As mentioned above, MTEPL, another subsidiary of the Company, is setting up a cement grinding unit. CSSL is negotiating for more vessels to augment its capacity.

PUBLIC DEPOSITS

The Company did not invite or accept any deposits from the public under Section 58A of the Companies Act, 1956.

CORPORATE GOVERNANCE

The Directors reaffirm their commitment to Corporate Governance Code prescribed by the Securities Exchange Board of India (SEBI). This annual report contains a detailed Corporate Governance Report along with Auditors' Certificate, as per requirement of Clause 49 of the Listing Agreements with the Stock Exchanges.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report as required by Clause 49 of the Listing Agreement with the Stock Exchanges for the year under review is given as a separate statement.

CEO/CFO CERTIFICATION

As required by Clause 49 of the Listing Agreement, the CEO/CFO certification has been submitted to the Board.

HUMAN RESOURCE DEVELOPMENT & INDUSTRIAL RELATIONS

The Company firmly believes in all-around human resource development and cordial industrial relations. Identifying and rewarding human talent at all levels has helped Company to achieve all-around development both in terms of quality and economy.

The Company maintains absolute harmony with its work force. While inaugurating Company's newly set-up pre-laminated plant honorable chief minister of West Bengal congratulated company management and its workers for never having any work disturbance.

PARTICULARS AS PER SECTION 217 OF THE COMPANIES ACT, 1956.

None of the employees of the Company was drawing remuneration requiring disclosure under section 217 (2A) of the Companies Act, 1956.

Information as to conservation of energy

The Company has always been conscious of the need of conservation of energy. Adequate energy conservation steps are being taken in all plants and offices of the Company.The additional information on conservation of energy as for Company's ferro alloy unit is set out in a separate statement, attached to this report and forming part of it.

Information as to technology absorption

There is no specific area in which R&D is carried out by the Company but Company constantly carries out research for improvement of its products. During the year under review there has been no specific and material capital/recurring expenditure on R&D. The Company is a member of Indian Plywood Industries Research and Training Institute (IPIRTI) and has contributed Rs.20,000/- towards yearly subscription to IPIRTI. The technologies used by the Company are indigenous. Constant efforts are made towards absorption, adaptation and innovation of technologies used, for improvement/development of products of the Company.

Foreign Exchange earnings and outgo

Earnings in Foreign Exchange Rs. 666.80 lacs Expenditures in Foreign Exchange Rs. 7778.45 lacs

DIRECTORS

In accordance with Articles of Association of the Company Sri Santanu Ray, Sri Manindra Nath Banerjee, and Sri Ajay Baldawa retire from office by rotation, and being eligible, offer themselves for re-appointment.

Sri Mangi Lal Jain, Sri Sajan Kumar Bansal and Sri Brij Bhushan Agarwal were appointed as Additional Directors of the Company by the Board of Directors and they holds such office till the ensuing Annual General Meeting. The Company has received a notices under Section 257 of the Companies Act, 1956 proposing their candidature to the office of the Director of the Company. In view of considerable experience of Sri Jain, Sri Bansal and Sri Agarwal, your Directors recommend their appointment.

Sri K. B. Sapat resigned during the year. Your Directors wish to place on record their sincere appreciation for the services rendered by Sri Sapat during his tenure.

DIRECTORS' RESPONSIBILITY STATEMENT

The Directors confirm :

(i) That in the preparation of the annual accounts for the year under review, the applicable accounting standards have been followed and that no material departures have been made from the same ;

(ii) That they have selected appropriate accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so far as to give a true and fair view of the state of affairs of the Company at the end of March 31, 2006 and of the profit of the Company for that period.

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

(iv) That they have prepared the annul accounts on going concern basis.

AUDITORS' REPORT

The observations made in the Auditors' Report are self explanatory and as such do not call for any further comments.

AUDITORS

M/s. Ashok Kedia & Company, Chartered Accountants and M/s. Kailash B. Goel & Co., Chartered Accountants both Joint Auditors of the Company, retire at the conclusion of ensuing annual general meeting. Both M/s. Ashok Kedia & Co. and M/s. Kailash B. Goel & Co. have offered themselves for reappointment and have confirmed their appointment, if made, would be within the limits prescribed under Section 224(IB) of the Companies Act, 1956. Your Directors recommend their appointment for the ensuing year.

APPRECIATION

The Directors record their appreciation of the valuable services rendered by all the employees of the Company, their gratitude to all bankers for their assistance and to the Company's shareholders, customers and suppliers for their continued support.

For and on behalf of the Board of Directors

Kolkata B. L. Agarwal 16th December, 2006 Chairman

Mar 31, 2005

The Directors have great pleasure in presenting the 24th Annual Report together with the audited Balance Sheet as at 31st March, 2005 and Profit & Loss Account for the year ended on that date.

FINANCIAL RESULTS Rs. in Lacs

2004-05 2003-04

Gross Income 17298.16 13431.58 Net Income 15479.17 12411.49 Profit Before Depreciation, Interest & Tax 1466.40 1127.11 Depreciation 336.93 143.39 Interest 182.41 82.15 Profit Before Tax 947.06 901.57 Current Tax 90.00 141.00 Deferred Tax 79.75 32.15 Profit After Tax 777.31 728.42 Tax Adjustment for earlier years - (2.25) Dividend (including tax on dividend) 231.64 165.09 Transfer to General Reserve 77.00 400.00 Profit & Loss Account Balance brought forward 1580.33 1414.75 Profit & Loss Account Balance carried forward 2049.00 1580.33

PERFORMANCE AND OPERATIONS REVIEW

During the year, your Company achieved turnover of Rs. 17298.16 lacs against Rs. 13431.58 lacs during the previous year reflecting a growth of 28.79%. The year has seen substantially improved performance at plywood, veneer and related products. Other Incomes were Rs. 591.94 lacs against Rs. 630.96 lacs during the previous year. Despite lower other incomes company's profit before tax increased to Rs. 947.06 lacs from Rs.901.57 lacs in the previous year.

The Laminate Division of the Company was fully commissioned in current year. In order to offer more diversified range of products and to ensure maximum value addition, your Company also installed additional equipments to manufacture Pre-Laminated Boards. This extended project was also completed and inaugurated by our beloved Chief Minister on 26th March, 2005.

This year has seen stabilization of operations in Laminate Division, which went into commercial production from March, 2004. Despite tough competition your Company could achieve 31 % capacity utilization and expect Laminate Division to fully establish and contribute from current fiscal. Despite initial losses in Laminate Division due to higher depreciation and being a stabilizing year, the overall operational profit of your Company is higher compared to previous year.

FUTURE OUTLOOK

Demand for Plywood and laminates is directly related to the growth of housing, furniture, and infrastructure sector. With the ongoing boom in the housing sector, the anticipated growth in demand for plywood related products is estimated to be in the range of 25%. The growth in demand for plywood product is also justified by the growth witnessed in production of cement, finished steel and related products. Your Company is India's leading manufacturer of plywood, with a market share of about 20% of the organized sector. The Company's strong marketing and brand strategy has helped it to emerge as a prominent and leading plywood manufacturer. "CENTURY" - the brand name under which the Company markets its plywood, is known for its quality. Further, value-added products have enabled the Company to cater niche segments and reinforce its image as a quality manufacturer. The Company expects to achieve growth of 25% every year and continue to command price premium

RIGHT AND BONUS ISSUE

During the year under review your Company came out with right issue of 19,51,152 equity shares of Rs. 10/- each at a premium of Rs, 30/- per share in the ratio of two equity shares for every five equity shares, which was fully subscribed

Subsequent to right issue your Company also allotted 3414516 equity shares by way of bonus shares in the ratio of one equity shares for every two equity shares held by equity shareholders.

The expanded equity share capital of the Company after right and bonus issue stands increased to 1,02,43,548 equity shares of Rs. 10/- each amounting to Rs. 10,24,35,480/-.

DIVIDEND

The Directors are pleased to recommend a dividend of Rs. 2.00 per share (excluding corporate tax on dividend) for your consideration. This will be paid in accordance with applicable regulations after your approval at the ensuing Annual General Meeting

The amount of the dividend outgo on 1,02,43,548 Equity shares is Rs.2.31,64,503/- (including Dividend Tax Rs. 26,77,407) against Rs.1,65,08,575/- (including Dividend Tax Rs. 18,74,935/-) on 48,77,880 equity shares last year.

CORPORATE GOVERNANCE

The Directors reaffirm their commitment to Corporate Governance Code prescribed by the Securities Exchange Board of India (SEBI). This annual report contains a detailed Corporate Governance Report.

HUMAN RESOURCE DEVELOPMENT & INDUSTRIAL RELATIONS

The Company firmly believe in all around human resource development and cordial industrial relations. Identifying and rewarding human talent at all levels has helped your Company to achieve all Around development both in terms of quality and economy.

The Company maintains absolute harmony with its work force. While inaugurating company's newly set-up pre-laminated plant, The Honorable Chief Minister of West Bengal congratulated the Company management and its workers for never having any work disturbance.

PARTICULARS AS PER SECTION 217 OF THE COMPANIES ACT, 1956.

Particulars of Employees

None of the employees of the Company was drawing remuneration requiring disclosure under section 217 of the Company Act, 1956.

Particulars of Energy Conservation Measures taken

The Company had taken adequate measures for conservation of energy. Continuous and effective maintenance of all equipment and electrical distribution network minimize distortion of energy and help in effective, efficient and optimum use of energy.

Particulars of Research & Development

The Company is carrying out continuous research for treatment of timber and venner to yield best variety of products, which are more eco-friendly, more durable, water resistant, and borer free.

Technology Absorption

The Company has not imported any technology during the last five years and its has no technical collaboration with any party.

DIRECTORS

In accordance with Articles of Association of the Company Sri Sajjan Bhajanka, Sri Sanjay Agarwal and

Sri N. R. Tater retire from office by rotation, and being eligible, offer themselves for re-appointment.

Sri Kiran B. Sapat was appointed as Additional Director of the Company by the Board of Directors and he holds such office till the ensuing Annual General Meeting. The Company have received a notice under section 257 of the Companies Act, 1956 proposing the candidature of Sri Sapat to the office of the Director of the Company. In view of considerable experience of Mr. Sapat, your Directors recommend Mr. Sapat's appointment.

DIRECTORS' RESPONSIBILITY STATEMENT

The Directors confirm :

(i) That in the preparation of the annual accounts for the year under review, the applicable accounting standards have been followed and that no material departures have been made from the same;

(ii) That they have selected appropriate accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so far as to give a true and fair view of the state of affairs of the Company at the end of March 31, 2005 and of the profit of the Company for that period.

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

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

AUDITORS' REPORT

The observations made in the Auditors' Report are self explanatory and as such do not call for any further comments.

AUDITORS

M/s. Ashok Kedia & Company, Chartered Accountants and M/s. Kailash B. Goel & Co. . Chartered Accountants both Joint Auditors of the Company, retire at the conclusion of ensuing annual general meeting. M/s. Ashok Kedia & Company and M/s. Kailash B. Goel & Co. have offered themselves for reappointment and have confirmed their appointment, if made, would be within the limits prescribed under section 224(1B) of the Companies Act, 1956. Your Directors recommend appointment of M/s. Kailash B. Goel & Co. and M/s. Ashok Kedia & Co. as joint auditors of the Company for the ensuing year.

APPRECIATION

The Directors record their appreciation of the valuable services rendered by all the employees of the Company, their gratitude to all bankers for their assistance and to the Company's shareholders, customers and suppliers for their continued support. Your Directors are also greatful to the Honorable Chief Minister of West Bengal Sri Buddhadeb Bhattacharjee for inaugurating the Pre-laminated Board Unit of the Company.

For and on behalf of the Board of Directors

Kolkata B. L. Agarwal 21st June, 2005 Chairman

Mar 31, 2000

The Directors have pleasure in presenting the 19th Annual Report and the audited accounts of the Company for the year ended on 31st March 2000.

FINANCIAL RESULTS Year Ended Year Ended 31.03.2000 31.03.1999

Profit before depreciation and tax 74790844 68809033 Depreciation on Fixed Assets 13918621 11975677

Profit before tax 60872223 56833356 Provision for tax for the year 19250000 17200000

Profit after tax 41622223 39633356 Add : Balance brought forward from previous year 65640865 46007118

Add: Proposed Dividend/ Dividend Tax written back (152734) 79091

Surplus available for appropriations 107110354 85719565

Appropriation to : General Reserve 4200000 4000000 Interim/Proposed Dividend 14682315 14617000 Provision for Corporate Tax on Dividend 1615055 1461700 Balance carried to Balance Sheet 86612984 65640865

107110354 85719565

DIVIDEND

An Interim of Rs.3.00 (30%) per share of Rs.10 each was paid on 20th May 2000 for the year ended 31st March 2000. The Directors recommended that the above Interim Dividend be treated as final, Dividend for the year ended 31st March 2000.

REVIEW OF OPERATIONS

Your Company has achieved a considerable growth in turnover of 51.52% amounting to Rs.9682.54 lacs (previous year Rs.6390.36 lacs). Profit before tax recorded a rise of 7.11% amounting to Rs.608.72 lacs (previous year Rs.568.33 lacs) Profit after tax at Rs.416.22 lacs (previous year Rs.396.33 lacs ) achieved by the Company. The improvement in turnover is due to increase in activity level in respect of product sales.

AWARD

The Chief General Manager of State Bank of India, Bengal Circle had been pleased to confer QSS Award to the Company for its Quality Product.

AUDITORS AND AUDITORS REPORT

M/s. Ashok Kedia & Co., Chartered Accountants, hold office until the conclusion of the ensuing Annual General Meeting and, being eligible, are recommended for re-appointment. Letter from the Auditors has also been received to the effect that their re-appointment, if made, would be within the prescribed limits under Section 224(1) of the Companies Act, 1956. The notes to the accounts referred in the Auditors Report are self-explanatory and, therefore, do not call for any further comments.

DEMATERIALISATION OF SHARES

The Company has signed tripartite agreement with National Securities Depository Ltd. (NSDL) and Maheshwari Datamatics Pvt. Ltd. (RTA) for Dematerialisation of the Shares of the Company.

PARTICULARS OF EMPLOYEES

The statement pursuant to Section 227(1)(C) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in the report of Board of Directors) Rules, 1988 and particulars of employees as required under Section 217(2A) of the Companies Act, 1956, read with Companies (Particulars of Employees ) Rule, 1975, are attached to this report.

CONSERVATION OF ENERGY

The Company is not a major user of Power. However, wherever possible, energy saving devices and system have been implemented. The Company efforts to keep its staff and workmen aware of energy conservation and is exploring alternative energy systems wherever necessary. Form A of Companies Disclosure of Particulars in the report of Board of Directors Rule 1988 is not required to be filled up as our industry is not included in the Schedule to rules. The Company is maintaining power factor ratio of 0.96.

TECHNOLOGY ABSORPTION

As the Company is not using any imported technology, no information regarding technology absorption is to be given. However, the Company continues to utilise the R&D facilities available with it. R & D is done on continuous basis in various departments of the Company and no separate record is maintained for the expenditure under this head.

Foreign Exchange Earning & Outgo

31.3.2000 31.3.1999 Rs. Rs.

Earning in Foreign Currency Â Â

Expenditure in Foreign Currency 324657476 219116031

DIRECTORS

In terms of provision of Companies Act, 1956 and Articles of Association of the Company, Shri Ajay Baldawa and Shri N. R. Tater retire by rotation and, being eligible, offer themselves for reappointment.

ACKNOWLEDGEMENT

The performance of the Company during the year has surpassed all earlier levels of production and sales, which could have been possible only with the dedication, commitment and enthusiasm; of its people. The Directors, therefore, wish to convey their appreciation to all its employees for their individual and collective contribution to its performance. The Directors would also like to thank Shareholders, Customers, Dealers, Suppliers, Bankers and its other business associates for their wholehearted support extended to the Company and the confidence which they have reposed in its management.

For and on behalf of the Board,

SAJJAN BHAJANKA Managing Director

Regd. Office 6, Lyons Range Calcutta 700 001 Dated : 26th June, 2000

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Directors Report of Century Plyboards (India) Ltd.

FINANCIAL PERFORMANCEFINANCIAL HIGHLIGHTS

RESULT OF OPERATIONS AND THE STATE OF

COMPANY''S AFFAIRS

DIVIDEND

TRANSFER TO RESERVES

SHARE CAPITAL

INDIAN ECONOMY

MATERIAL CHANGES AND COMMITMENTSAFFECTING THE FINANCIAL POSITION OF THECOMPANY

EXPANSION PLANS AND FUTURE OUTLOOK

CHANGE IN NATURE OF BUSINESS, IF ANY

SUBSIDIARIESCHANGES IN SUBSIDIARIES

OPERATIONS

POLICY ON MATERIAL SUBSIDIARIES

FINANCIAL POSITION & PERFORMANCE

ACCOUNTS

CONSOLIDATED FINANCIAL STATEMENTS

PARTICULARS OF LOANS, GUARANTEES ANDINVESTMENTS

RELATED PARTY TRANSACTIONS

PUBLIC DEPOSITS

AUDITORS

STATUTORY AUDITORS & THEIR REPORT

SECRETARIAL AUDITORS & THEIR REPORT

REPORTING OF FRAUDS BY AUDITORS

DIRECTORS AND KEY MANAGERIALPERSONNEL

I. INDEPENDENT DIRECTORS:

II. NON- INDEPENDENT DIRECTORS:

III. KEY MANAGERIAL PERSONNEL

IV. INTER-SE RELATIONSHIPS BETWEEN THEDIRECTORS

MEETINGS

MEETINGS OF BOARD OF DIRECTORS

MEETINGS OF INDEPENDENT DIRECTORS

MANAGERIAL REMUNERATION

PARTICULARS OF MANAGERIAL REMUNERATION

PARTICULARS OF EMPLOYEES

CORPORATE GOVERNANCE MEASURES

DIRECTORS'' RESPONSIBILITY STATEMENT

MANAGEMENT DISCUSSION AND ANALYSIS

CORPORATE GOVERNANCE

CEO & CFO CERTIFICATION

INTERNAL CONTROLS/ INTERNAL FINANCIALCONTROLS AND THEIR ADEQUACY

PERFORMANCE EVALUATION

COMMITTEES OF THE BOARD OF DIRECTORS

Mandatory Committees

Non-mandatory Committees

POLICIES AND CODESREMUNERATION POLICY

BOARD DIVERSITY POLICY

WHISTLE BLOWER POLICY/ VIGIL MECHANISM

RISK MANAGEMENT POLICY

DIVIDEND DISTRIBUTION POLICY

POLICY FOR DETERMINING MATERIALITY OFEVENTS/INFORMATION

OTHER POLICIES

CODE OF CONDUCT FOR DIRECTORS & SENIORMANAGEMENT PERSONNEL

CORPORATE SOCIAL RESPONSIBILITY

BUSINESS RESPONSIBILITY ANDSUSTAINABILITY REPORT

MISCELLANEOUSANNUAL RETURN

SIGNIFICANT AND MATERIAL ORDERS PASSEDBY REGULATORS / COURTS / TRIBUNALS

COMPLIANCE WITH SECRETARIAL STANDARDSAND INDIAN ACCOUNTING STANDARDS

CREDIT RATING

FINANCIAL PERFORMANCE FINANCIAL HIGHLIGHTS

THE YEAR IN SUMMARY

SCHEME OF ARRANGEMENT BETWEEN THE COMPANY AND CENTURY INFRA LIMITED

EFFECT OF THE SCHEME OF ARRANGEMENT ON THE FINANCIAL STATEMENTS

DIVIDEND

TRANSFER TO RESERVES

SHARE CAPITAL

INDIAN ECONOMY AND STATE OF AFFAIRS

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OFÂ THE COMPANY

FUTURE OUTLOOK

FUTURE PLANS OF EXPANSION

CHANGE IN NATURE OF BUSINESS, IF ANY

SUBSIDIARIES

CHANGES IN SUBSIDIARIES

OPERATIONS

POLICY ON MATERIAL SUBSIDIARIES

FINANCIAL POSITION & PEFORMANCE

ACCOUNTS

CONSOLIDATED FINANCIAL STATEMENTS

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

RELATED PARTY TRANSACTIONS

FINANCIAL PERFORMANCE
FINANCIAL HIGHLIGHTS

MATERIAL CHANGES AND COMMITMENTS
AFFECTING THE FINANCIAL POSITION OF THE
COMPANY

SUBSIDIARIES
CHANGES IN SUBSIDIARIES

PARTICULARS OF LOANS, GUARANTEES AND
INVESTMENTS

DIRECTORS AND KEY MANAGERIAL
PERSONNEL

IV. INTER-SE RELATIONSHIPS BETWEEN THE
DIRECTORS

INTERNAL CONTROLS/ INTERNAL FINANCIAL
CONTROLS AND THEIR ADEQUACY

POLICIES AND CODES
REMUNERATION POLICY

POLICY FOR DETERMINING MATERIALITY OF
EVENTS/INFORMATION

CODE OF CONDUCT FOR DIRECTORS & SENIOR
MANAGEMENT PERSONNEL

BUSINESS RESPONSIBILITY AND
SUSTAINABILITY REPORT

MISCELLANEOUS
ANNUAL RETURN

SIGNIFICANT AND MATERIAL ORDERS PASSED
BY REGULATORS / COURTS / TRIBUNALS

COMPLIANCE WITH SECRETARIAL STANDARDS
AND INDIAN ACCOUNTING STANDARDS

STATUTORY AUDITORSâ REPORT

CORPORATE GOVERNANCE MEASURES DIRECTORSâ RESPONSIBILITY STATEMENT

Annexures forming part of this Boardâs Report

STATUTORY AUDITORSâ REPORT