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Directors Report of Greenply Industries Ltd.
Mar 31, 2025
Your Directors have pleasure in presenting their 35th Annual Report on the business and operations of the Company along
with the Audited Accounts of the Company for the Financial Year ended March 31, 2025.
Financial highlights
A brief summary of the Company''s standalone and consolidated financial performance during the year ended March 31, 2025,
is given below:
(Rs.in lacs)
|
2024-25 |
2023-24 |
||
|
Standalone |
Consolidated |
Standalone |
Consolidated |
|
Turnover 1,90,113.07 |
2,48,758.14 |
1,76,703.20 |
2,17,992.09 |
|
Profit before Exceptional items, Finance charges, Tax, 16,243.47 |
25,414.64 |
14,080.67 |
20,064.00 |
|
Less: Finance Charges 599.39 |
4,308.77 |
669.91 |
4,334.57 |
|
Profit before Exceptional items, Depreciation/Amortization 15,644.08 |
21,105.87 |
13,410.76 |
15,729.43 |
|
Less: Depreciation 2,246.54 |
6,013.58 |
2,200.47 |
5,451.52 |
|
Net Profit before Exceptional items & Taxation (PBT) 13,397.54 |
15,092.29 |
11,210.29 |
10,277.91 |
|
Share of profit/(loss) of equity accounted investees N.A. |
(3,392.26) |
N.A. |
(131.30) |
|
Exceptional items (660.55) |
0 |
1,266.83 |
1,352.64 |
|
Net Profit before Taxation (PBT) from continuing operations 12,736.99 |
11,700.03 |
12,477.12 |
11,499.25 |
|
Provision for taxation 2,229.86 |
2,527.66 |
3,132.56 |
2,975.24 |
|
Profit/(Loss) after Taxation (PAT) from continuing operations 10,507.13 |
9,172.37 |
9,344.56 |
8,524.01 |
|
Profit/(loss) from discontinued operations N.A. |
N.A. |
N.A. |
(1,528.70) |
|
Profit/(Loss) after Taxation for the year 10,507.13 |
9,172.37 |
9,344.56 |
6,995.31 |
Result of operations and the state of Company''s
affairs
During the year under review, your Company continued
to grow with turnover of Rs. 1,90,113.07 Lakhs as against
Rs. 1,76,703.20 Lakhs in the previous year. Profit for the year
2024-2025 was Rs. 10,507.13 lakhs as against Rs. 9,344.56
lakhs in the previous year.
As per the consolidated financial statements, the turnover
and profit for the year 2024-2025 were Rs. 2,48,758.14 Lakhs
and Rs. 9,172.37 lakhs respectively as against Rs. 2,17,992.09
lakhs and Rs. 6,995.31 lakhs in the previous year.
Your Company remains committed to sustainable growth
and have strategically prioritized initiatives to build a strong
and capable team, introduced cutting-edge technologies
in the manufacturing process, and enhance the Company''s
capacities for plywood and allied products.
The company reported profitable growth during a
challenging year marked by sluggish offtake and increased
resource costs. Despite these challenges, the business
reported superior capital efficiency. While your Company
encountered challenges such as the rise in timber costs
impacting our operating margins, our resilience and focused
efforts resulted in satisfactory operational and financial
performance. Your Company constantly strives to enhance
its efforts to manufacture sustainably and believes that
it is the responsibility of the Company to safeguard the
environment and contribute positively to the communities.
The manufacturing of eco-friendly and CARB compliant,
zero-emission plywood by the Company is an incredible
effort to reduce its carbon footprint. These offerings ensure
cleaner indoor air quality by minimizing formaldehyde
emissions, aligning with our dedication to sustainable and
healthy living environments.
The Company''s product line has a wide range of product
basket that spans across every price point catering to
requirements of premium to mass segment consumers. The
Company''s extensive product line comprises of plywood,
blockboard, MDF, decorative veneer, door and PVC products.
The Company has been continuously driving product
innovation ensuring a steady supply of safe and better
products to its consumers. Now, the wood panel industry
in India has matured from commodity to brand, this makes
increasingly attractive for branded players like Greenply to
grow faster and grow larger.
Your Company continues to retain and reinforce its
market share under organised sector with a pan India
distribution network comprising of distributors/dealers
and retailers. Greenply manufactures specialty plywood for
varied applications, including railways, automobiles, and
construction-specific architectural structures.
Product Expansion, Present Scenario and
Business Outlook
The Company believes that the near-term outlook is positive
on account of its wide product portfolio, increased brand
visibility and consumer demand. The wood panel segment is
one of the major verticals within the interior infrastructure
segment. India''s real estate sector is the primary catalyst of
wood panel products and remains the key driver of economic
growth. Your Company is currently operating primarily in
the structural sphere of interior infrastructure domain with
almost all the products in its basket catering to the structural
needs of the diversified customers. Your company also
focused on the value-added products to improve margins
and deliver superior ROCE to the shareholders.
Your Company remains optimistic due to the resilient
demand in the residential sector and the shift towards
organized segments. The government''s continued focus
on infrastructure activities further opens opportunities for
growth. Your Company has an ability to meet the growing
demand and maintain the position as one of the leading
interior infrastructure companies in India on the back of its
core strengths, including innovative capabilities, strong brand
presence, established distribution network, and diverse
product portfolio. Your Company has implemented robust
policies to streamline its operations and improve customer
satisfaction. Moving ahead, your Company will continue
prioritising improved credit control, faster turn around time
for sales orders as a result of process automation to achieve
optimum results and customer satisfaction.
India''s economic outlook for 2025 remains optimistic,
driven by strong domestic demand, sound macroeconomic
fundamentals, and continued policy support. India has
emerged as the fourth-largest furniture market globally.
Key growth enablers include the rising demand for modular,
space-saving solutions, government support for real
estate and affordable housing, and the rapid expansion of
e-commerce platforms.
The Indian government introduced a mandatory BIS
certification compliance for wood panel products towards
the end of the last financial year, benefiting responsible
Indian brands like Greenply. The Department for Promotion
of Industry and Internal Trade (DPIIT), under the Ministry
of Commerce and Industry, has mandated that all general-
purpose plywood, whether manufactured in India or
imported, must carry the relevant BIS ISI mark. The mandate
is aimed at eliminating low-quality and substandard imports,
enhancing product quality, boosting consumer safety, and
increasing the competitiveness of the domestic plywood
industry. Greenply products address the mandatory BIS/QCO
standards, widening its credibility over unorganized players.
Looking ahead, growth will be supported by urbanization,
infrastructure push, and diversified capital flows into
emerging segments like data centres, healthcare, and
education, positioning the sector for sustained momentum.
Organised players are rapidly gaining ground, especially
in the mass-premium segment. This shift is driven by
stronger distribution networks, exclusive brand outlets,
and heightened consumer awareness of eco-friendly and
certified plywood. At the same time, unorganised players are
facing mounting challenges, including raw material sourcing
issues, labour shortages, and tighter regulatory norms.
Key players like Greenply Industries are spearheading
the industry''s transformation by investing in capacity
expansion and launching innovative offerings. These efforts
reflect a broader trend toward quality enhancement and
sustainability, positioning organised manufacturers for
long-term growth and competitive advantage.
The growth trajectory of organized Indian Plywood market
is being supported by rising demand across residential
and commercial sectors, as well as increasing consumer
preference for branded and certified products.
Your company is at the forefront of innovation with quality
products and superior customer service. The launch of several
value added products with unique features has helped your
company win business and expand its participation in the
market. The Company is continuously working on increasing
the reach and brand presence through various initiatives.
Considering the availability of raw materials and other
resources and/or factors and to expand the plywood
production capacity of the group in view of near-term
demand, Board of Directors of Greenply Industries Limited
at its meeting held on 06.02.2025 approved setting-up of
a new unit in Tahasil - Semiliguda, Dist. - Koraput, Odisha,
India, for manufacturing of plywood and its allied products
by the Company''s wholly owned subsidiary Greenply Sandila
Private Limited.
Further, pursuant to an application filed with Odisha
Industrial Infrastructure Development Corporation, Odisha,
India, Greenply Speciality Panels Private Limited, Wholly
Owned Subsidiary of the Company has received a letter
towards allotment of Govt. land measuring an area of
Ac.51.500 in Tahasil - Semiliguda, Dist. - Koraput, Odisha,
India, for its future expansion.
The Company is extremely positive towards its future
outlook and foresees robust growth marked by resurgence
in demand from the real estate and furniture sector. Looking
forward, your Company maintains a positive outlook for the
plywood, MDF and allied product segment driven by the
growth in the residential and commercial constructions,
rapid urbanization and consumer shift towards branded
products. This will be driven by consumer shift towards
branded and eco-friendly products, rising affordability and
urbanisation. The Company is optimistic about increasing
its revenue and market share in the organized plywood
and allied products market. Despite challenges relating to
volatility in raw material costs, the Company is confident of
managing the situation and maintain its growth trajectory.
Subsidiaries and Joint Venture
Presently, your Company has one overseas wholly owned
subsidiary viz. Greenply Holdings Pte. Ltd., Singapore, which
is holding the investment in Greenply Alkemal (Singapore)
Pte. Ltd., Singapore (JV Company). Also, your Company has
two Indian wholly owned subsidiary namely (i) Greenply
Sandila Private Limited, (ii) Greenply Speciality Panels
Private Limited and one Indian subsidiary company namely
Alishan Panels Private Limited.
Also, the Company has an Associate Company namely
Greenply Middle East Limited (GMEL), Dubai and the same
is engaged in the business of trading of veneers and allied
products. Further, your Company has an overseas step-
down associate viz. Greenply Gabon SA, Gabon, West Africa,
(Subsidiary of Greenply Middle East Limited, Dubai, UAE)
having manufacturing unit at Nkok SEZ in Gabon, West Africa.
The same is engaged in the business of manufacturing and
marketing of veneers.
Greenply Sandila Private Limited was incorporated on 24th
May, 2021 and engaged in the business of manufacturing
and Trading of Plywood and its allied products. Greenply
Speciality Panels Private Limited was acquired on 4th August,
2021 as a wholly owned subsidiary of the Company and
the same is engaged in the business of manufacturing of
Medium Density Fibreboard (MDF) and its allied products.
Your Company has one step-down overseas joint venture
namely Greenply Alkemal (Singapore) Pte. Ltd. (a joint
venture company of Greenply Industries Limited, India
through its wholly owned subsidiary Greenply Holdings
Pte. Ltd., Singapore and Kulmeet Singh) engaged in the
business of trading and marketing of commercial veneers
and panel products.
The Company has one Joint Venture Company namely
Greenply Samet Private Limited which was incorporated on
26th October 2023 for manufacturing and selling functional
furniture hardware such as slide systems for wooden and
metallic drawers, hinge systems, lift-up systems, and other
connection fittings etc. through a manufacturing facility
in India. The said Joint Venture has already commenced
manufacturing activities in its unit situated at Sherpura,
Savli Halol Road, Dist. Vadodara, Gujarat.
Alishan Panels Private Limited, subsidiary of the Company
was incorporated on 07.03.2024 and engaged in the business
of trading and marketing of Plywood and its allied products.
During the year under review, no company has become
or ceased to be subsidiaries, joint ventures or associate
companies of the Company.
The statement in form AOC-1 containing the salient features
of the financial statements of subsidiaries/associate
companies/joint ventures pursuant to first proviso to sub¬
section (3) of section 129 read with rule 5 of Companies
(Accounts) Rules, 2014 is annexed to this Report.
Further, the contribution of Greenply Holdings Pte. Ltd.,
Singapore, Greenply Middle East Limited (U.A.E.), Greenply
Speciality Panels Private Limited (India), Greenply Sandila
Private Limited (India), Alishan Panels Private Limited
(India), Greenply Alkemal (Singapore) Pte. Ltd., (Singapore)
and Greenply Samet Private Limited (India) to overall
performance of the Company during the year under review
is as mentioned below:
|
Net assets (total assets minus total |
Share in profit or loss |
|||
|
As % of consolidated |
? in Lakhs |
As % of consolidated |
? in Lakhs |
|
|
Holding Company |
||||
|
Greenply Industries Limited |
102.50% |
82,919.38 |
114.55% |
10,507.13 |
|
Subsidiaries: |
||||
|
Indian |
||||
|
Greenply Sandila Private Limited |
7.37% |
5,963.14 |
12.30% |
1,127.91 |
|
Greenply Speciality Panels Private Limited |
16.61% |
13,444.13 |
2.31% |
211.85 |
|
Foreign |
||||
|
Greenply Holdings Pte. Limited |
0.13% |
102.59 |
-0.11% |
(10.26) |
|
Associate: |
||||
|
Greenply Middle East Limited A |
0.45% |
361.77 |
-10.64% |
(976.06) |
|
Joint venture: |
||||
|
Indian |
||||
|
Greenply Samet Private Limited |
6.91% |
5,586.77 |
-20.06% |
(1,840.41) |
|
Foreign |
||||
|
Greenply Alkemal (Singapore) Pte. Limited |
0.19% |
151.75 |
-6.28% |
(575.79) |
|
Non-controlling interests in subsidiaries |
||||
|
Alishan Panels Private Limited |
0.11% |
85.37 |
0.30% |
27.56 |
|
Adjustment arising out of consolidation |
-34.27% |
(27,722.84) |
7.64% |
700.44 |
|
At 31 March 2025 |
100.00% |
80,892.06 |
100.00% |
9,172.37 |
|
Share in other comprehensive income |
Share in total comprehensive income |
|||
|
... As % of consolidated ? in Lakhs total comprehensive ? in Lakhs comprehensive income income |
||||
|
Holding Company |
||||
|
Greenply Industries Limited |
-1.06% |
(7.13) |
106.63% |
10,500.00 |
|
Subsidiaries: |
||||
|
Indian |
||||
|
Greenply Sandila Private Limited |
1.13% |
7.60 |
11.54% |
1,135.51 |
|
Greenply Speciality Panels Private Limited |
-0.74% |
(4.98) |
2.10% |
206.87 |
|
Foreign |
||||
|
Greenply Holdings Pte. Limited |
98.10% |
661.91 |
6.62% |
651.65 |
|
Associate: |
||||
|
Greenply Middle East Limited A |
2.57% |
17.37 |
-9.74% |
(958.69) |
|
Joint venture: |
||||
|
Indian |
||||
|
Greenply Samet Private Limited |
0.00% |
- |
-18.69% |
(1,840.41) |
|
Foreign |
||||
|
Greenply Alkemal (Singapore) Pte. Limited |
0.00% |
- |
-5.85% |
(575.79) |
|
Non-controlling interests in subsidiaries |
||||
|
Alishan Panels Private Limited |
0.00% |
- |
0.28% |
27.56 |
|
Adjustment arising out of consolidation |
0.00% |
- |
7.11% |
700.44 |
|
At 31 March 2025 |
100.00% |
674.77 |
100.00% |
9,847.14 |
Consolidated financial statements
The consolidated financial statements include the financial statement of subsidiaries - Greenpiy Holdings Pte. Limited
(Singapore), Greenpiy Speciality Panels Private Limited (India), Greenpiy Sandiia Private Limited (India) and Aiishan Panels
Private Limited (India). The consolidated financial statements also includes share of profit/(Loss) of equity accounted investees
-Greenpiy Aikemai (Singapore) Pte. Limited (Singapore) {including its wholly owned subsidiary company - Greenpiy Industries
(Myanmar) Private Limited, (Myanmar)}, Greenpiy Samet Private Limited and Greenpiy Middle East Limited {including its
whoiiy owned subsidiary company - Greenpiy Gabon S.A (West Africa)} which are accounted under equity method as set
out in Ind AS 28 - ''Investment in Associates and Joint Ventures'' notified by Ministry of Corporate Affairs. In accordance with
Section 136(1) of the Companies Act, 2013, the Annuai Report of the Company, containing therein its standaione and the
consoiidated financiai statements has been piaced on the website of the Company, www.greenply.com/investors. Further,
as per the said section, audited annuai accounts of the subsidiary companies and Joint Venture Companies have aiso been
piaced on the website of the Company, www.greenply.com/investors. Sharehoiders interested in obtaining a physicai copy of
the audited annuai accounts of the subsidiary companies and Joint Venture Companies may write to the Company Secretary
at the Company''s registered office. A statement containing saiient features of the financiai statements of subsidiary/associate
companies/joint venture in form AOC -1 is annexed to this Report.
Credit Rating
During the year, "Credit Anaiysis and Research Ltd. (CARE)âand "India Ratings & Researchâ have re-affirmed our externai credit
rating for both iong term and short-term borrowings as detaiied beiow:
|
Rating Agency |
Instrument |
Rating |
|
CARE |
Banking Faciiities - Long Term |
CARE AA- |
|
CARE |
Banking Faciiities - Short Term |
CARE A1 |
|
India Ratings & Research |
Banking Faciiities - Long Term |
IND AA- |
|
India Ratings & Research |
Banking Faciiities - Short Term |
IND A1 |
|
India Ratings & Research |
Short Term Debt (inciuding Commerciai Paper) |
IND A1 |
Above credit rating reflects Company''s commitment and capabiiity to persistent growth through prudence and focus on
financiai discipiine.
Dividend
Your Directors recommend a finai dividend of 50% i.e. Re. 0.50 per equity share (compared to previous year of 50% i.e. Re.0.50
per equity share of Re.1/-each) on the equity shares of the Company of Re.1/- each for financiai year 2024-2025.
The dividend payment is subject to approvai of members at the ensuing Annuai Generai Meeting. The dividend pay-out is in
accordance with the Dividend Distribution Poiicy of the Company adopted by the Board of Directors in their meeting heid on
Juiy 25, 2016 and amended on February 8, 2019. The Dividend Distribution Poiicy of the Company is annexed to this Report
and aiso has been upioaded on the website of the Company avaiiabie at the webiink at https://www.greenply.com:5001/
pdf1715930559321-2828.pdf
Transfer to Reserves
No amount has been proposed to be transferred to the Generai Reserve during the Financiai Year 2024-25.
Details of the transfer(s) to the IEPF
Pursuant to the provisions of the Companies Act, 2013, dividends that are unpaid/ unciaimed for a period of seven years
are required to be transferred by the Company to the Investor Education and Protection Fund (IEPF) administered by the
Centrai Government. Given beiow are the dates of deciaration of dividend and corresponding dates when unpaid/unciaimed
dividends are due for transfer to IEPF:
|
Financial Year ended |
Date of declaration of dividend |
Due Date for transfer to IEPF |
|
31.03.2018 |
28.08.2018 |
03.10.2025 |
|
31.03.2019 |
30.09.2019 |
05.11.2026 |
|
31.03.2020 |
30.09.2020 |
05.11.2027 |
|
31.03.2021 |
15.09.2021 |
21.10.2028 |
|
31.03.2022 |
21.09.2022 |
27.10.2029 |
|
31.03.2023 |
20.09.2023 |
26.10.2030 |
|
31.03.2024 |
30.09.2024 |
05.11.2031 |
During the year under review, unciaimed/unpaid finai dividend amounting to Rs. 45,440.00/- which had been deciared at the
Annuai Generai Meeting of the Company heid on August 21, 2017 and iying unciaimed/unpaid was transferred to the Investor
Education and Protection Fund (IEPF) in October, 2024 pursuant to the reievant provisions of appiicabie iaws and ruies.
Pursuant to the provisions of Investor Education and Protection Fund (Upioading of information regarding unpaid and
unciaimed amounts iying with companies) Ruies, 2012, the Company has upioaded the detaiis of unpaid and unciaimed
amounts iying with the Company as on 30th September, 2024 (date of previous Annuai Generai Meeting) on the Company''s
website https://www.greenply.com/investors and on the website of the Ministry of Corporate Affairs.
Further, as per the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Ruies, 2016
(hereinafter referred to as the IEPF Ruies, 2016) read with Section 124 of the Companies Act, 2013, in addition to the
transfer of the unpaid or unciaimed dividend to Investor Education and Protection Fund (hereinafter referred to as "IEPFâ),
the Company shaii be required to transfer the underiying shares on which dividends have remained unpaid or unciaimed
for a period of seven consecutive years to IEPF Demat Account. Accordingiy, tiii date totai 39,937 equity shares, as detaiied
beiow, in respect of which dividend was unpaid or unciaimed for a consecutive period of seven (7) years or more had been
transferred to the Investor Education and Protection Fund ("IEPFâ) of the Centrai Government from time to time. Out of this,
during 2021-22, one sharehoider, whose shares were transferred to the De-mat account of IEPF Authority, ciaimed and
received his/her 2000 shares from IEPF Authority.
|
Year of Transfer of Equity No. of Equity Shares |
Balance lying in IEPF No. of shares claimed from IEPF Demat account |
||
|
2017-18 |
30,185 |
- |
37,937 |
|
2018-19 |
- |
- |
|
|
2019-20 |
7,000 |
- |
|
|
2020-21 |
614 |
- |
|
|
2021-22 |
- |
2,000 |
|
|
2022-23 |
213 |
- |
|
|
2023-24 |
1915 |
- |
|
|
2024-25 |
10 |
- |
|
|
Total |
39,937 |
2000 |
37,937 |
Detaiis of above shares are avaiiabie in the Company''s website and can be viewed at www.greenply.com
The Members whose unciaimed dividends and/or shares have been transferred to IEPF, may contact the Company or RTA and
submit the required documents for issue of Entitiement Letter. The Members can attach the Entitiement Letter and other
required documents and fiie web Form I EPF-5 for ciaiming the dividend and/or shares avaiiabie on www.mca.gov.in and send
a physicai copy of the same, duiy signed to the Company, aiong with requisite documents enumerated in the Form No. I EPF-5.
No ciaims shaii iie against the Company in respect of the dividend and shares so transferred. During the year, no sharehoider,
ciaimed shares from IEPF Authority.
Share Capital
During the year under review, the Nomination and Remuneration Committee of the Board of Directors of the Company
issued and aiiotted equity shares of face vaiue of Re. 1/- each (fuiiy paid-up) as detaiied beiow from time to time to the
eiigibie empioyees of the Company for cash at a price of Rs.55/- per equity share (inciuding a premium of Rs.54/- per share),
aggregating to Rs. 6,46,05,750/- under Greenply Employee Stock Option Plan 2020 ("ESOP 2020â/ "Planâ). Accordingly, the
equity share capital of the Company was increased from Rs.12,36,98,645/- (12,36,98,645 equity shares of Re.1 each) to
Rs.12,48,73,295/- (12,48,73,295 equity shares of Re.1 each).
|
Sr. No. |
Date of allotment |
No. of shares allotted under ESOP 2020 |
|
1. |
21.05.2024 |
40,500 |
|
2. |
31.07.2024 |
7,750 |
|
3. |
28.10.2024 |
4,500 |
|
4. |
06.12.2024 |
11,21,900 |
|
TOTAL |
11,74,650 |
|
De-mat Suspense Account/Unclaimed Suspense Account
The details with respect to de-mat suspense account / unclaimed suspense account are as follows:
|
Sr. No. |
Particulars |
No. of shareholders |
Outstanding Shares |
|
1. |
Aggregate number of shareholders and the outstanding shares in the Suspense Account |
3 |
3000 |
|
2. |
Shareholders who approached the Company for transfer of shares from Suspense Account |
1 |
1000 |
|
3. |
Shareholders to whom shares were transferred from the Suspense Account during the year; |
1 |
1000 |
|
4. |
Shareholders whose shares are transferred to the demat account of the IEPF Authority as |
NIL |
NIL |
|
5. |
Aggregate number of shareholders and the outstanding shares in the Suspense Account |
2 |
2000 |
The voting rights on the shares outstanding in the "Greenply Industries Limited - Unclaimed Suspense Accountâ as on March
31, 2025 shall remain frozen till the rightful owner of such shares claims the shares.
Directors and Key Managerial Personnel
In accordance with the provisions of the Companies Act, 2013 and the Articles of Association of the Company, Mr. Rajesh
Mittal [DIN-00240900], Chairman cum Managing Director of the Company, will retire by rotation at the ensuing Annual
General Meeting and is eligible for re-appointment. The details of Mr. Rajesh Mittal [DIN-00240900] as required under Listing
Regulations and SS-2 has been provided in the notice of 35th AGM and Corporate Governance Report.
None of the Directors of your Company is disqualified under the provisions of Section 164(2)(a)&(b) of the Companies Act,
2013 and a certificate dated 28th April, 2025 received from a SP & SA Associates, Practising Company Secretaries certifying that
none of the directors on the Board of the Company has been debarred or disqualified from being appointed or continuing
as directors of the companies by the Securities and Exchange Board of India, Ministry of Corporate Affairs or any such other
Statutory Authority is annexed to the Corporate Governance Report.
All the Independent Directors of the Company have complied with the requirement of inclusion of their names in the Data
bank of Independent Directors maintained by Indian Institute of Corporate Affairs. Mr. Vinod Kumar Kothari, Mr. Susil Kumar
Pal, Ms. Sonali Bhagwati Dalal and Mr. Adika Ratna Sekhar are not required to pass the online proficiency self-assessment
test as per the first proviso of Rule 6(4) of the Companies (Appointment and Qualification of Directors) Rules, 2014 whereas
Mr. Upendra Nath Challu, Ms. Vinita Bajoria and Mr. Braja Narayan Mohanty has successfully qualified the online proficiency
self-assessment test for Independent Director''s Databank. Further, in the opinion of the Board of Directors, the Independent
Directors of the Company are persons of integrity and possess relevant expertise and experience.
Except Mr. Adika Ratna Sekhar, none of the Directors or Key Managerial Personnel were appointed or resigned from the
Company during the year under review.
The terms of Mr. Vinod Kumar Kothari, Mr. Upendra Nath Challu, Mr. Susil Kumar Pal and Ms. Sonali Bhagwati Dalal as the
Independent Directors of the Company expired from the conclusion of the 34th Annual General Meeting of the Company held
on 30th September, 2024.
Declaration by Independent directors
For the financial year 2024-25, all the Independent Directors of the Company have given their declarations to the Company
that they meet the criteria of independence as provided in Section 149(7) read with Section 149(6) of the Companies Act,
2013 and Regulation 16 of Listing Regulations.
Meetings of the Board of Directors
Seven (7) Board Meetings were held during the financial year ended 31st March, 2025. The details of the Board Meetings with
regard to their dates and attendance of each of the Directors there at have been provided in the Corporate Governance Report.
Performance Evaluation
Pursuant to the provisions of the Companies Act, 2013 and Listing Regulations, the Board has carried out the annual
performance evaluation of the Directors individually as well as evaluation of the working of the Board as a whole and of the
Committees of the Board, by way of individual and collective feedback from Directors.
Pursuant to Para VII of Schedule IV of the Companies Act, 2013 (âAct, 2013'') and applicable provisions of the Securities
and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (âListing Regulations''), a
meeting of the Independent Directors (âIDs'') of the Company was convened on 24th March, 2025 to perform the following:
¦ review the performance of the Chairperson of the Company, taking into account the views of executive directors and
non-executive directors;
¦ review the performance of non-independent directors and the Board as a whole;
¦ assess 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
Further, the Nomination and Remuneration Committee also evaluated the performance of all the directors of the Company.
The overall recommendations based on the evaluation were discussed by the Board. It was noted that the Board Committees
function professionally and smoothly, and besides the Board Committees'' terms of reference as mandated by law, important
issues are brought up and discussed in the respective Board Committees. Progress on recommendations from last year and
the current year''s recommendations were discussed. Apart from the other key matters, the aspects of succession planning
and committee composition were also discussed.
The criteria for evaluation are briefly provided below:
a. For Independent Directors:
- General parameters
- Roles & responsibilities to be fulfilled as an Independent director
- Participation in Board process.
b. For Executive & Non-executive Directors:
- Governance
- Strategy
- Stakeholder focus
- Communication & influence
- Quality or capability
- Performance improvement
- Financial & risk awareness
The result of review and evaluation of performance of Board, it''s Committees and of individual Directors was found to
be satisfactory.
Familiarisation Programme
The details of the familiarisation programme undertaken during the year have been provided in the Corporate Governance
Report along with the web link thereof.
Managerial Remuneration
As per the provisions of Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 including any amendment thereof, the Company is required to disclose
the following information in the Board''s Report.
(a) ratio of the remuneration of each director to the median remuneration of the employees of the Company for the financial
year 2024-25;
|
Name |
Designation |
Ratio to median remuneration of employees |
|
Mr. Rajesh Mittal |
Chairman cum Managing Director |
236.79 |
|
Mr. Manoj Tu!sian |
Joint Managing Director & Chief Executive Officer |
135.48 |
|
Mr. Sanidhya MittaL |
Joint Managing Director |
135.62 |
|
Ms. Vinita Bajoria |
Independent Director |
10.83 |
|
Mr. Braja Narayan Mohanty |
Independent Director |
10.83 |
|
Mr. Adika Ratna Sekhar |
Independent Director |
7.73 |
|
Mr. SusiL Kumar Pa! |
Independent Director |
5.41 |
|
Mr. Vinod Kumar Kothari |
Independent Director |
5.22 |
|
Mr. Upendra Nath ChaUu |
Independent Director |
5.22 |
|
Ms. SonaLi Bhagwati DaLaL |
Independent Director |
2.90 |
(b) percentage increase in remuneration of each director, Chief Financial Officer, Chief Executive Officer, Company Secretary
or Manager, if any, in the financial year 2024-25;
|
Name |
Designation |
% Increase |
|
Mr. Rajesh MittaL |
Chairman cum Managing Director |
31% |
|
Mr. Manoj TuLsian$ |
Joint Managing Director & Chief Executive Officer |
409% |
|
Mr. Sanidhya MittaL |
Joint Managing Director |
96% |
|
Ms. Vinita Bajoria |
Independent Director |
2% |
|
Mr. Braja Narayan Mohanty& |
Independent Director |
621% |
|
Mr. Adika Ratna Sekhar* |
Independent Director |
- |
|
Mr. SusiL Kumar PaL# |
Independent Director |
-58% |
|
Mr. Vinod Kumar Kothari# |
Independent Director |
-58% |
|
Mr. Upendra Nath ChaLLu# |
Independent Director |
-59% |
|
Ms. SonaLi Bhagwati DaLaL# |
Independent Director |
-64% |
|
Mr. Nitinkumar DagaduLaL KaLani |
Chief FinanciaL Officer |
28% |
|
Mr. KaushaL Kumar AgarwaL |
Company Secretary & Vice President-LegaL |
8% |
$ Percentage increase is mainly on account of increase in perquisites amount due to exercise of 11,07,000 Stock Options
under the âGreenpLy Employee Stock Option Plan 2020'' ("ESOP 2020â7"Pianâ) during FY 2024-25.
& The % increase in remuneration is due to holding position for a part of the financial year 2023-24.
* The % change in remuneration is not comparable as the said Director appointed during the financial year 2024-25 and
held the position for a part of the financial year 2024-25.
# Tenure of appointment of Mr. SusiL Kumar Pal, Mr. Vinod Kumar Kothari, Mr. Upendra Nath ChaLLu and Ms. SonaLi
Bhagwati DaLaL expired on 30th September, 2024, hence they ceased to be Directors of the Company w.e.f. the conclusion
of the AGM held on 30th September, 2024.
(c) percentage increase in the median remuneration of employees in the financial year 2024-25;
-21.34%
(d) number of permanent employees on the roLLs of Company;
2641
report of the Secretarial Audit is annexed to this report. The Secretarial Auditor''s report does not contain any qualifications,
reservations, or adverse remarks or disclaimer.
Disclosure on Employee Stock Option Plan/Scheme
The members of the Company, with a view to motivate the key work force seeking their contribution to the corporate growth,
to create an employee ownership culture, to attract new talents, and to retain them for ensuring sustained growth, passed the
resolutions through postal ballot including e-voting on 15th October, 2020 for approval of ESOPs) and 23rd December, 2020 for
modification and introducing âGreenply Employee Stock Option Plan 2020'' ("ESOP 2020â7"Pianâ).
The resolutions also accorded approval to the Board of Directors / Nomination and Remuneration Committee of the Company
to create, grant and vest from time to time, in one or more tranches, not exceeding 54,00,000 (Fifty-four lakhs only) employee
stock options, to or for the benefit of such person(s) who are in permanent employment of the Company and its subsidiary
company(ies).
The Nomination and Remuneration Committee at its meeting(s) held from time to time approved the grant of stock options
as detailed below, to the eligible employees including Joint Managing Director & CEO.
|
Sr. No |
Date of NRC |
No. of Stock |
No. of shares the stock options exercisable into. |
Grant of Stock Options |
|
1 |
17.03.2021 |
13,44,500 |
Exercisable into 13,44,500 Equity Shares of Re.1/- each |
To the eligible employees of the Company |
|
2 |
16.03.2022 |
10,00,000 |
Exercisable into 10,00,000 Equity Shares of Re.1/- each |
To the Joint Managing Director & CEO |
|
3 |
20.03.2023 |
3,03,240* |
Exercisable into 3,03,240 Equity Shares of Re.1/- each |
To the eligible employees of the Company |
|
4 |
06.11.2023 |
89,340* |
Exercisable into 89,340 Equity Shares of Re.1/- each |
To the eligible employees of the Company |
|
5 |
01.02.2024 |
13,300* |
Exercisable into 13,300 Equity Shares of Re.1/- |
To the eligible employees of the WOS of |
* Part of it considers allocation with maximum performance criteria being met.
ESOP 2020 is in compliance with the applicable provisions of the Companies Act, 2013 and the Rules issued thereunder, SEBI
(Share Based Employee Benefits & Sweat Equity) Regulations, 2021 and other applicable regulations, if any.
The disclosures as required under Companies (Share Capital and Debentures) Rules, 2014 and Employee Benefit Regulations
as on 31st March 2025 is as under:
|
Number of Options outstanding at the beginning of the year (01.04.2024) |
15,08,380 |
|
Options granted during the financial year 2024-25 |
Nil |
|
Options vested during the financial year 2024-25 |
80,680 |
|
Options exercised during the financial year 2024-25 |
11,41,150 |
|
The total number of shares arising as a result of exercise of option during the year 2024-25 |
11,74,650 |
|
Options lapsed during the year 2024-25 |
45,000 |
|
Exercise Price (Rs.) |
55 |
|
Variation of terms of options during the year 2024-25 |
No variation |
|
Money realized by exercise of options during the year 2024-25 |
INR 627,63,250 |
|
Number of options outstanding at the end of the year 31.03.2025 |
3,22,230 |
|
Number of options exercisable at the end of the year 31.03.2025 |
1,53,030 |
|
Employee wise details of options granted to: |
|
|
1. Senior Managerial Personnel (SMP) / Key Managerial Personnel (KMP): |
Nil |
|
2. Any other employee who receives a grant of options in any one year of option amounting to five |
Nil |
|
3. Identified employees who were granted option, during any one year, equal to or exceeding one |
Nil |
There have been no material changes to the ESOP 2020 during the Financial Year and the scheme is in the compliance with
the said regulations.
The certificate from Mr. Girish Bhatia, Practising Company
Secretary (Membership No. FCS 3295 / COP No. 13792),
Kolkata, Secretarial Auditors of the Company for the
financial year 2024-25, confirming that the scheme has been
implemented in accordance with the aforesaid regulations
and in accordance with the resolutions passed by the
Members of the Company through postal ballot including
e-voting, would be placed before the Members at the
ensuing Annual General Meeting. A copy of the same will be
available for inspection at the Company''s website and can
be accessed on the weblink www.greenply.com/investors
The disclosures on the scheme, details of options granted,
changes to the scheme, if any, etc. are placed on the website
of the Company as required under Employee Benefit
Regulations read with SEBI Circular No. CIR/CFD/POLICY
CELL/2/2015 dated 16th June, 2015 and can be accessed on
the weblink www.greenply.com/investors.
In line with the Indian Accounting Standards ("Ind ASâ)
102 on ''Share Based Payments'' issued by the Ministry of
Corporate Affairs in consultation with Accounting Standards
Board (ASB) of the Institute of Chartered Accountants of India
("ICAIâ) and the National Advisory Committee on Accounting
Standards, your Company has computed the cost of equity
settled transactions by using the fair value of the options at
the date of the grant and recognized the same as employee
compensation cost over the vesting period. Further details
as required under SEBI (Share Based Employee Benefits &
Sweat Equity) Regulations, 2021 are disclosed in the notes to
the financial statements forming part of the Annual report.
Audit Committee
As on 31st March, 2025, the Company''s Audit Committee
comprises of two Non-Executive Independent Directors
viz. Mr. Adika Ratna Sekhar and Mr. Braja Narayan Mohanty
and one Executive-Promoter Director viz. Mr. Rajesh Mittal.
The Committee inter-alia reviews the Internal Control
System, reports of Internal Auditors, compliance of various
regulations and evaluates the internal financial controls and
risk management system of the Company. The Committee
also reviews at length the Financial Statements and results
before they are placed before the Board. The terms of
reference of the Audit Committee and other details have
been provided in the Corporate Governance Report. During
2024-2025, six meetings of the Audit Committee were held
i.e. on 21st May, 2024, 31st July, 2024, 28th October, 2024, 3rd
January, 2025, 6th February, 2025, and 24th March, 2025.
Vigil mechanism
In pursuance to the provisions of section 177(9) & (10) of
the Companies Act, 2013 and Regulation 22 of the Listing
Regulations, âWhistle Blower Policy'' to establish vigil
mechanism for directors, employees and stakeholders or
third party to report genuine concerns had been framed
and implemented. This policy provides a process to disclose
information, confidentially and without fear of victimization,
where there is reason to believe that there has been serious
malpractice, fraud, impropriety, abuse or wrong doing within
the Company. The policy safeguards the whistle blowers to
report concerns or grievances and also provides a direct
access to the Chairman of the Audit Committee. During the
year under review, none of the personnel has been denied
access to the Chairman of the Audit Committee. The policy
has been uploaded on the website of the Company and is
available at the weblink at
https: / / www.greenply.com:5001/
originalpdf1740395042456-7005.pdf
Nomination and Remuneration Committee
As on 31st March, 2025, the Company''s Nomination and
Remuneration Committee comprises of three Non-Executive
Independent Directors viz. Ms. Vinita Bajoria, Mr. Adika Ratna
Sekhar and Mr. Braja Narayan Mohanty and one Executive-
Promoter Director Mr. Rajesh Mittal (Chairman cum
Managing Director). The terms of reference and other details
of the Nomination and Remuneration Committee have also
been provided in the Corporate Governance Report. During
2024-2025, six meetings of Nomination and Remuneration
Committee were held i.e. on 21st May, 2024, 31st July, 2024,
28th October, 2024, 6th December, 2024, 6th February, 2025
and 24th March, 2025.
The Remuneration Policy of the Company is uploaded on the
website of the Company which can be viewed at https://
www.greenply.com:5001/pdf1715929931027-8763.pdf
However, brief outline of the Remuneration Policy is
as follows:
The Remuneration Policy applies to all the "Executivesâ of
the Company. The Policy also helps the Company to attain
Board diversity and creates a basis for succession planning.
In addition, it is intended to ensure that-
a) the Company is able to attract, develop and retain high-
performing and motivated Executives in a competitive
international market;
b) the Executives are offered a competitive and market
aligned remuneration package, with fixed salaries being
a significant remuneration component, as permissible
under the Applicable Law;
c) remuneration of the Executives are aligned with the
Company''s business strategies, values, key priorities
and goals.
In framing the aforesaid Remuneration Policy, the Nomination
and Remuneration Committee ensures that a competitive
remuneration package for all Executives is maintained and
is also benchmarked with other multinational companies
operating in national and global markets.
The nomination of the Independent Directors of the Company
shall be in accordance with the principles as stated under
the said Policy.
The assessments for Functional Heads are done on the basis
of below parameters by the concerned interview panel of
the Company -
a) Competencies
b) Capabilities
c) Compatibility
d) Commitment
e) Character
f) Strong interpersonal skills
g) Culture among others.
The various remuneration components would be combined to
ensure an appropriate and balanced remuneration package.
The five remuneration components are -
¦ fixed remuneration (including fixed supplements)
¦ performance based remuneration (variable salary)
¦ pension schemes, where applicable
¦ other benefits in kind
¦ severance payment, where applicable
The fixed remuneration is determined on the basis of the
role and position of the individual, including professional
experience, responsibility, job complexity and local
market conditions.
The performance-based remuneration motivates and
rewards high performers who significantly contribute to
sustainable results, perform according to set expectations
for the individual in question, and generates stakeholder
value within the Group.
Any fee/remuneration payable to the Non-Executive directors
of the Company shall abide by the following norms -
i. If any such director draws or receives, directly or
indirectly, by way of fee/remuneration any such sums
in excess of the limit as prescribed or without the prior
sanction, where it is required, under the Applicable law
such remuneration shall be refunded to the Company
and until such sum is refunded, hold it in trust for the
Company. The Company shall not waive the recovery of
any sum refundable to it;
ii. Such directors may receive remuneration by way of fee
for attending meetings of the Board or Committee thereof
or for any other purpose whatsoever as may be decided
by the Board, as permissible under Applicable law;
iii. An independent director shall not be entitled to any
stock option and may receive remuneration only by way
of fees and reimbursement of expenses for participation
in meetings of the Board or Committee thereof and
profit related commission, as may be permissible by the
Applicable law.
Stakeholders Relationship Committee
As on 31st March, 2025, the Stakeholders Relationship
Committee comprises two executive Promoter Directors
viz. Mr. Rajesh Mittal and Mr. Sanidhya Mittal, and one Non¬
Executive Independent Director viz. Mr. Adika Ratna Sekhar.
The detailed terms of reference and other details of the
Committee have been provided in the Corporate Governance
Report. During 2024-2025, four meetings of Stakeholders
Relationship Committee were held on 21st May, 2024, 31st
July, 2024, 28th October, 2024 and 6th February, 2025.
Risk Management Policy
The Company recognizes that risk is inherent to any business
activity and that managing risk effectively is critical for the
immediate and future success of any organisation. Pursuant
to Regulation 21 of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 (âSEBI LODR'') the Company
has a Risk Management Policy to identify, evaluate risks and
opportunities. This framework seeks to create transparency,
minimize the adverse consequence of risks on business
objectives, enhance the Company''s competitive advantage
and assist in decision making process. On the basis of risk
assessment criteria, your Company has identified risks as
minor/moderate/important/material or severe depending
on their impact on turnover, profit after tax and return on
capital employed. A risk library wherein the Company has
allotted scores to the risks based on risk significance and
risk likelihood. On the basis of risk scores the Company has
identified few material risks for the organization. The risks
scores were initially done at the level of Operational Heads
of Finance & Accounts, Sales, Production and HR and finally
assessment was done based on scores given by an internal
committee of the Company. However, the risks are dynamic
and the Company will be adding new risks and removing
some of the existing risks as and when the Company develop
solutions for the existing risks. Accordingly, the Company
has in place a mechanism to identify, assess, monitor and
mitigate various risks to key business objectives. The Audit
Committee of the Board evaluates risks management system
of the company on quarterly basis.
Risk Management Committee
As on 31st March, 2025, the Company''s Risk Management
Committee comprises of, one Executive - Non Promoter
Director, one Executive - Promoter Director, one Non-Executive
Independent Director and the Chief Financial Officer (CFO) of
the Company. The Board of Directors also defined the terms
of reference of the said Committee. The terms of reference
of the Risk Management Committee and other details have
been provided in the Corporate Governance Report. During
2024-25, two meetings of the Risk Management Committee
held on 31st July, 2024 and 6th February, 2025.
Annual Return
The Annual Return as required under Section 92 and Section
134 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.greenply.com:5001/
originalpdf1753102673740-5862.pdf
Material changes and commitments and change
in the nature of business
Except as disclosed elsewhere in this Report, there have
been no material changes and commitments affecting
the financial position of the Company since the close of
financial year i.e. since 31st March, 2025 till the date of this
Report. Further, it is hereby confirmed that there has been
no change in the nature of business of the Company except
as disclosed in this report.
Significant and material orders passed by
the Regulators / Courts / Tribunals impacting
the going concern status and the Company''s
operations in future
Except as disclosed elsewhere in this Report, there is no
significant and material order has been passed by any
Regulator/ Court/Tribunals impacting the going concern
status and the Company''s operations in future.
Internal financial controls
The Directors had laid down Internal Financial Controls
procedures to be followed by the Company which ensure
compliance with various policies, practices and statutes
in keeping with the organization''s pace of growth and
increasing complexity of operations for orderly and efficient
conduct of its business. The Audit Committee of the Board,
from time to time, evaluated the adequacy and effectiveness
of internal financial control of the Company with regard to:
1. Systems have been laid to ensure that all transactions
are executed in accordance with management''s general
and specific authorization. There are well-laid manuals
for such general or specific authorization.
2. Systems and procedures exist to ensure that all
transactions are recorded as necessary to permit
preparation of financial statements in conformity with
generally accepted accounting principles or any other
criteria applicable to such statements, and to maintain
accountability for aspects and the timely preparation of
reliable financial information.
3. Access to assets is permitted only in accordance with
management''s general and specific authorization.
No assets of the Company are allowed to be used for
personal purposes, except in accordance with terms of
employment or except as specifically permitted.
4. The existing assets of the Company are verified/checked
at reasonable intervals and appropriate action is taken
with respect to any differences, if any.
5. Proper systems are in place for prevention and detection
of frauds and errors and for ensuring adherence to the
Company''s policies.
Further, the certificate from Joint Managing Director & CEO
and Chief Financial Officer, in terms of Regulation 17(8) of
the SEBI Listing Regulations, provided in this Annual Report,
also certifies the adequacy of our Internal Control systems
and procedures.
Insurance
Your Company''s properties, including building, plant,
machineries and stocks, among others, are adequately
insured against risks.
Particulars of loans/advances/investments
as required under Schedule V of the
Listing Regulations
The details of related party disclosures with respect to
loans/ advances/investments at the year end and maximum
outstanding amount thereof during the year as required
under Part A of Schedule V of the Listing Regulations have
been provided in the notes to the Financial Statements of
the Company. Further, there was no transaction with person
or entity belonging to the promoter/ promoter group which
hold(s) 10% or more shareholding in the Company as per
Para 2A of the aforesaid Schedule.
Loans/advances, guarantee and investments
under Section 186 of the Companies Act, 2013
Details of loans/advances granted, guarantees given and
investments made during the year under review, covered
under the provisions of Section 186 of the Companies Act,
2013 are disclosed in the financial statements attached to
this annual report.
Amount outstanding as at 31st March, 2025
|
Particulars Amount (Rs. in lacs) |
|
|
Loans given |
14,800.00 |
|
Investments made |
27,451.11 |
|
Guarantee given |
58,121.04 |
Public Deposits
During the Financial Year 2024-25, the Company did not
invite, accepted or renewed any public deposits under
the Companies Act, 2013 including applicable rules made
there under. As such, no amount on account of principal or
interest on public deposits was outstanding as on the date
of the Balance Sheet.
Listing of shares
The Equity Shares of the Company are listed on the BSE
Limited (BSE) with scrip code No. 526797 and on National
Stock Exchange of India Limited (NSE) with scrip symbol
GREENPLY. The Company confirms that the annual listing fees
to both the stock exchanges for the financial year 2024-25
have been duly paid.
Related party transactions
There have been no materially significant related party
transactions undertaken by the Company which may have
potential conflict with the interest of the Company. Related
party transactions that were entered into during the year
under review were on arm''s length basis and/or were in
ordinary course of business. The Particulars of material
related party transactions, if any, are provided in Form
AOC-2 as required under section 134(3)(h) of the Companies
Act, 2013 read with Rule 8(2) of the Companies (Accounts)
Rules, 2014. Further, suitable disclosure as required by the
Accounting Standards (Ind AS 24) has been made in the
notes to the Financial Statements.
The Board has approved a policy for related party
transactions which has been uploaded on the Company''s
website. The web link as required under Listing
Regulations is as under: https://www.greenplv.com:5001/
originatpdf1740395215460-2972.pdf
Corporate Governance
Your Company is committed to observe good Corporate
Governance practices. The report on Corporate Governance
for the financial year ended March 31, 2025, as per
Regulation 34(3) read with Schedule V of the Listing
Regulations forms part of this Annual Report and annexed to
this Report. The requisite certificate from Ms. Stuti Pithisaria,
Practising Company Secretary (Membership No. ACS 24680 /
COP No. 26447), Partner of M/s. SP & SA Associates, Kolkata
confirming compliance with the conditions of corporate
governance, is attached to this Annual Report.
Management Discussion and Analysis Report
The Report on Management Discussion and Analysis Report
in terms of Regulation 34, read with Schedule V of the Listing
Regulations, forms part of this Annual Report and is annexed
to this Report. Certain Statements in the said report may be
forward looking. Many factors may affect the actual results,
which could be different from what the Directors envisage in
terms of the future performance and outlook.
Policy on Prevention of Sexual Harassment of
Women at Workplace
The Company has in place a Policy on prevention of Sexual
Harassment in line with the requirements of the Sexual
Harassment of Women at the Workplace (Prevention,
Prohibition & Redressal) Act, 2013.
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.
No complaint was filed under the Sexual Harassment
of Women at the Workplace (Prevention, Prohibition &
Redressal) Act, 2013 during the year under review.
Conservation of energy, technology absorption,
foreign exchange earnings and outgo
The particulars related to the 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 annexed to this Report.
Application made or any proceeding pending under the
Insolvency and Bankruptcy Code, 2016
As on 31st March, 2025, no application has been made or
no proceedings are pending under the Insolvency and
Bankruptcy Code, 2016.
Corporate Social Responsibility
As on 31st March, 2025, the Corporate Social Responsibility
Committee (CSR Committee) comprises two executive
Promoter Directors viz. Mr. Rajesh Mittal and Mr. Sanidhya
Mittal and one Non-Executive Independent Director viz.
Ms. Vinita Bajoria. The terms of reference of the Committee
have been provided in the Corporate Governance Report.
During 2024-25, four meetings of CSR Committee were held
i.e. on 21st May, 2024, 31st July, 2024, 28th October, 2024 and
6th February, 2025. The CSR Committee has formulated a
Corporate Social Responsibility Policy (CSR Policy) indicating
the activities to be undertaken by the Company, which has
also been approved by the Board. The CSR Policy may be
accessed on the Company''s website at the link
https://www.greenply.com:5001/pdf
1715930507994-9293.pdf
The salient features of the CSR Policy of the Company are
as below:
1. Vision: The Company''s CSR Vision is "improving lives in
pursuit of collective development and environmental
sustainabilityâ. This vision should encompass all CSR
activities of the Company.
2. Mission: The Company''s CSR Mission is primarily to
pursue initiatives directed towards enhancing welfare of
society based on long term social and environmentally
sustainable CSR activities.
3. The Company recognises the need to carry business in
accordance with principles of sustainability, balance
and equity. It strives to enhance corporate value while
achieving a stable and long-term growth for the benefit
of stakeholders. The Company also encourages its
directors and employees to recommend meaningful CSR
projects that may be taken up by the Company.
4. The CSR activities carried by the Company are either
identified by the CSR Committee of the Company or as
recommended by various stakeholders. The Company
either undertakes the activities itself or through some
external agency in compliance with the provisions
of Section 135 of the Companies Act, 2013 read with
Companies (CSR Policy) Rules, 2014.
5. The CSR Committee shall periodically monitor and
evaluate the performance of the Projects and seek
statements and reports from the CSR Cell on the progress
of each of CSR projects from time to time. A certificate
shall be obtained from CFO or the person responsible
for financial management that the funds disbursed
have been utilised for the purpose and in the manner
as approved. In case of Ongoing Projects, the Board of
the Company shall monitor the implementation of the
Project with reference to the approved timelines and
year-wise allocation and shall be competent to make
modifications, if any, for smooth implementation of the
project within the overall permissible time period.
6. The Company has chosen some of the projects as
mentioned in Schedule VII of the Companies Act, 2013
as its Priority Projects which are as below:
a) eradicating hunger, poverty and malnutrition,
promoting health care including preventive
health care and sanitation including contribution
to the Swach Bharat Kosh set-up by the Central
Government for the promotion of sanitation and
making available safe drinking water;
b) promoting education, including special education
and employment enhancing vocation skills especially
among children, women, elderly, and the differently
abled and livelihood enhancement projects;
c) promoting gender equality, empowering women,
setting up homes and hostels for women and
orphans; setting up old age homes, day care centres
and such other facilities for senior citizens and
measures for reducing inequalities faced by socially
and economically backward groups;
d) ensuring environmental sustainability, ecological
balance, protection of flora and fauna, animal
welfare, agroforestry, conservation of natural
resources and maintaining quality of soil, air
and water including contribution to the Clean
Ganga Fund set-up by the Central Government for
rejuvenation of river Ganga;
e) training to promote rural sports, nationally
recognised sports, Paralympic sports and
Olympic sports;
f) disaster management, including relief, rehabilitation
and reconstruction activities.
7. The Company shall approve Annual Action Plan every
year covering list of activities to be undertaken, manner
of execution, utilisation of funds, monitoring etc.
Impact assessment of CSR activities will be undertaken
if the conditions specified in the Policy and under
the Companies (CSR Policy) Rules, 2014 in this regard
is fulfilled.
Further, the CSR activities carried out during the
Financial Year ended 31st March, 2025 in the format
prescribed under Rule 9 of the Companies (Accounts)
Rules, 2014 including amendment thereof, is annexed
to this Report.
Directors'' Responsibility Statement
In terms of provisions of Section 134(3)(c) and Section
134(5) of the Companies Act, 2013, your directors state that:
(i) in preparation of the Annual Accounts for the financial
year ended March 31, 2024, the applicable Accounting
Standards have been followed along with proper
explanation relating to material departures;
holds by himself or along with his spouse and dependent
children, not less than two percent of the equity shares of
the Company: None
In accordance with the provisions of Rule 5(2) of the
Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014, the names and particulars of the
top ten employees in terms of remuneration drawn and of
the aforementioned employees form part of the Directors''
/ Board''s Report as an annexure. However, in terms of the
provisions of Section 136(1) of the Companies Act, 2013 read
with the rule, the Directors''/ Board''s Report is being sent to
all shareholders/ members of the Company excluding the
same. The said information is available for inspection at the
registered office of the Company during the working hours.
Any shareholder/ member interested in obtaining a copy of
the annex may write to the Company Secretary. Disclosures
on managerial remuneration in terms of Rule 5(1) of the
aforesaid Rules are annexed to this Report.
The members are also informed that this Report is to be
considered as an abridged report to the extent of the
aforesaid exclusion only and all other information as
required under applicable law form part of this Report
without any exclusion.
(ii) the Directors had selected such Accounting Policies as
listed in the Financial Statements 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 as on March 31, 2024 and of the
profits 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,
2013 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;
(v) the directors have 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.
CEO and CFO certification
Pursuant to the Listing Regulations, the Joint Managing
Director & CEO and CFO certification is attached with the
Annual Report. The Joint Managing Director & CEO and the
Chief Financial Officer also provides a quarterly certification
on financial results while placing the financial results before
the Board for approval in terms of the Listing Regulations.
Code of Conduct for Directors and senior
management personnel
The Code of Conduct for Directors and Senior Management
Personnel is posted on the Company''s website. The Joint
Managing Director & CEO of the Company has given a
declaration that all Directors and Senior Management
Personnel concerned, affirmed compliance with the Code
of Conduct with reference to the year ended on March 31,
2025. The declaration is attached with the annual report.
Disclosure regarding compliance of applicable
Secretarial Standards
The company has complied with all the mandatorily
applicable secretarial standards issued by The Institute of
Company Secretaries of India and approved by the Central
Government under Section 118(10) of the Companies
Act, 2013.
Corporate Governance and Compliance
Certificate regarding compliance of conditions
of Corporate Governance
A detailed Report on Corporate Governance for the financial
year 2024-2025, pursuant to the SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015 and the
certificate received from Ms. Stuti Pithisaria, Practising
Company Secretary (Membership No. ACS 24680 / COP No.
26447), Partner of M/s. SP & SA Associates, Kolkata, to the
effect of compliance of conditions of Corporate Governance
as required under Schedule V of the Listing Regulations are
annexed with the Report.
Business Responsibility and SustainabilityReport
As stipulated under the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, the Business
Responsibility and Sustainability Report, describing the
initiatives taken by the Company from an environmental,
social, governance and sustainability perspective, has been
annexed to this Report.
Fraud Reporting
There was no fraud reported by the Auditors of the Company
under sub-section (12) of section 143 of the Companies
Act, 2013, to the Audit Committee or the Board of Directors
during the year under review.
Disclosures with respect to Demat Suspense Account/
Unclaimed Suspense Account
The relevant details in this regard have been provided in the
Corporate Governance Report annexed to this Report.
Particulars of employees
Particulars of Employees as required under Section
197(12) of the Companies Act, 2013 read with Rule 5(2)
of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014:-
I. Details of Employees employed throughout the financial
year who were in receipt of the remuneration for that year
which, in aggregate, was not less than Rs.1.02 Crore are: 7
II. Employees employed for a part of the financial year
and who were in receipt of the remuneration during for
that financial year at a rate not less than Rs.8,50,000 per
month: None
III. Employees employed throughout the financial year or
part thereof, was in receipt of remuneration in that year
which, in the aggregate, or as the case may be, at a rate
which, in the aggregate is in excess of that drawn by the
managing director or whole-time director or manager and
General Disclosure
During the year, there were no transactions requiring
disclosure or reporting in respect of matters relating to:
a. issue of equity shares with differential rights as to
dividend, voting or otherwise;
b. raising of funds through preferential allotment or
qualified institutions placement;
c. instance of one-time settlement with any bank or
financial institution.
Acknowledgements
Your Directors place on record their sincere thanks and
appreciation for the continuing support of financial
institutions, consortium of banks, vendors, clients,
investors, Central Government, State Governments and
other regulatory authorities. The Directors also place on
record their heartfelt appreciation for the commitment and
dedication of the employees of the Company across all the
levels who have contributed to the growth and sustained
success of the Company.
For and on behalf of the Board of Directors
Rajesh Mittal
Chairman cum Managing Director
DIN: 00240900
Place: Kolkata
Date: April 28, 2025
Mar 31, 2024
Your Directors have pleasure in presenting their 34th Annual Report on the business and operations of the Company along with the Audited Accounts of the Company for the Financial Year ended March 31,2024.
Financial highlights
A brief summary of the Company''s standalone and consolidated financial performance during the year ended March 31, 2024, is given below:
|
(H in lakhs) |
||||
|
Particulars |
2023-24 |
2022-23 |
||
|
Standalone |
Consolidated |
Standalone |
Consolidated |
|
|
Turnover |
1,76,172.84 |
2,17,461.43 |
1,63,884.38 |
1,65,878.82 |
|
Profit before Exceptional items, Finance charges, Tax, Depreciation/Amortization (PBITDA) |
14,080.67 |
20,064.00 |
16,196.35 |
17,137.78 |
|
Less: Finance Charges |
669.91 |
4,334.57 |
615.48 |
907.76 |
|
Profit before Exceptional items, Depreciation/ Amortization (PBTDA) |
13,410.76 |
15,729.43 |
15,580.87 |
16,230.02 |
|
Less: Depreciation |
2,200.47 |
5,451.52 |
2,074.81 |
2,597.84 |
|
Net Profit before Exceptional items & Taxation (PBT) |
11,210.29 |
10,277.91 |
13,506.06 |
13,632.18 |
|
Share of profit/(loss) of equity accounted investees |
N.A. |
(131.30) |
N.A. |
(2,075.21) |
|
Exceptional items |
1,266.83 |
1,352.64 |
(676.68) |
962.00 |
|
Net Profit before Taxation (PBT) from continuing operations |
12,477.12 |
11,499.25 |
12,829.38 |
12,518.97 |
|
Provision for taxation |
3,132.56 |
2,975.24 |
1,894.86 |
1,918.13 |
|
Profit/(Loss) after Taxation (PAT) from continuing operations |
9,344.56 |
8,524.01 |
10,934.52 |
10,600.84 |
|
Profit/(loss) from discontinued operations |
N.A. |
(1,528.70) |
N.A. |
(1,457.66) |
|
Profit/(Loss) after Taxation for the year |
9,344.56 |
6,995.31 |
10,934.52 |
9,143.18 |
Result of operations and the state of Company''s affairs
During the year under review, your Company continued to grow with turnover of Rs. 1,76,172.84 Lakhs as against Rs. 1,63,884.38 Lakhs in the previous year. Profit for the year 2023-2024 was Rs. 9,344.56 lakhs as against Rs. 10,934.52 lakhs in the previous year.
As per the consolidated financial statements, the turnover and profit for the year 2023-2024 were Rs. 2,17,461.43 Lakhs and Rs. 6,995.31 lakhs respectively as against Rs. 1,65,878.82 lakhs and Rs. 9,143.18 lakhs in the previous year.
Your Company remains committed to sustainable growth and have strategically prioritized initiatives to build a strong and capable team, introduced cutting-edge technologies in the manufacturing process, and enhance the Company''s capacities for plywood and allied products.
The real estate sector witnessed a sustained recovery fueled by positive consumer sentiments towards homeownership in semiurban and rural areas, which bolstered our sales momentum. While your Company encountered challenges such as the rise in timber costs impacting our operating margins, our resilience and focused efforts resulted in stable operational and financial performance. Your Company constantly strives to enhance its efforts to manufacture sustainably and believes that it is the responsibility of the Company to safeguard the environment and contribute positively to the communities. The manufacturing of eco-friendly and CARB compliant, zero-emission plywood by the Company is an incredible effort to reduce its carbon footprint. These offerings ensure cleaner indoor air quality by minimizing formaldehyde emissions, aligning with our dedication to sustainable and healthy living environments.
The Company''s product line has a wide range of product basket that spans across every price point catering to requirements
of premium to mass segment consumers. The Company''s extensive product line comprises of plywood, blockboard, MDF, decorative veneer, door and PVC products. The Company has been continuously driving product innovation ensuring a steady supply of safe and better products to its consumers. The wood panel industry in India has matured from commodity to brand.
Your Company continues to retain and reinforce its market share under organised sector with a pan India distribution network comprising of distributors/dealers and retailers. Greenply manufactures specialty plywood for varied applications, including railways, automobiles, and construction-specific architectural structures.
Product Expansion, Present Scenario and Business Outlook
The Company believes that the near term outlook is positive on account of its wide product portfolio, increased brand visibility and consumer demand. The wood panel segment is one of the major verticals within the interior infrastructure segment. Your Company is currently operating primarily in the structural sphere of interior infrastructure domain with almost all the products in its basket catering to the structural needs of the diversified customers. Your company also focused on the value-added products to improve margins and deliver superior ROCE to the shareholders.
Your Company remains optimistic due to the resilient demand in the residential sector and the shift towards organized segments. The government''s continued focus on infrastructure activities further opens opportunities for growth. Your Company has an ability to meet the growing demand and maintain the position as one of the leading interior infrastructure companies in India on the back of its core strengths, including innovative capabilities, strong brand presence, established distribution network, and diverse product portfolio. Your Company has implemented robust policies to streamline its operations and improve customer satisfaction. Moving ahead, your Company will continue prioritising improved credit control, faster turn around time for sales orders as a result of process automation to achieve optimum results and customer satisfaction.
Despite impediments and global headwinds, the Indian Real estate sector has been on a solid growth trajectory, a testament to its inherent strength and strong fundamentals. This resilience positions the sector to navigate the macroeconomic headwinds and emerge with continued strength in 2024-25.
Currently, India''s strong economic fundamentals, characterized by a narrowing current account deficit, record foreign exchange reserves and a sound fiscal position, present a favourable environment for real estate growth.
Indian commercial real estate sector activity is anticipated to remain upbeat in the upcoming quarters as occupiers continue prioritising quality space.
Your company is at the forefront of innovation with quality products and superior customer service. The launch of several value added products with unique features have helped your company win business and expand its participation in the market. The Company is continuously working on increase the reach and brand presence through various initiatives.
The Company had initiated entry into the Medium Density Fibreboard (MDF) under a Wholly Owned Subsidiary and had completed the plant construction in Gujarat. The commercial production of MDF at the said new production unit has commenced on May 5, 2023.
The Board of Directors of Greenply Industries Limited, at its meeting held on May 8, 2023, accorded its consent to enter into a joint venture agreement on equal shareholding ratio (1:1) with SAMET B.V., a company duly incorporated under the laws of Netherlands and having its registered office at Weesperstraat 61, 1018 VN, Amsterdam, the Netherlands, for manufacturing and selling functional furniture hardware such as slide systems for wooden and metallic drawers, hinge systems, lift-up systems and other connection fittings etc. through a manufacturing facility in India.
In this connection, the Board also approved incorporation of a Joint Venture (JV) Company in the name of Greenply Samet Private Limited. Greenply Industries Limited will invest an amount upto Rs.50 Crs in the joint venture as equity.
The Company is extremely positive towards its future outlook and foresees robust growth marked by resurgence in demand from the real estate and furniture sector. Looking forward, your Company maintains a positive outlook for the plywood, MDF and allied product segment driven by the growth in the residential and commercial constructions, rapid urbanization and consumer shift towards branded products. This will be driven by consumer shift towards branded and eco-friendly products, rising affordability and urbanisation. The Company is optimistic about increasing its revenue and market share in the organized plywood and allied products market. Despite challenges relating to volatility in raw material costs, the Company is confident of managing the situation and maintain its growth trajectory.
Subsidiaries and Joint Ventures
Presently, your Company has one overseas wholly owned subsidiary viz. (i) Greenply Holdings Pte. Ltd., Singapore, which is holding the investment in Greenply Alkemal (Singapore) Pte. Ltd., Singapore. Also, your Company has two Indian wholly owned subsidiary namely (i) Greenply Sandila Private Limited, (ii) Greenply Speciality Panels Private Limited (formerly Baahu Panels Private Limited) and one Indian subsidiary company namely Alishan Panels Private Limited.
Greenply Sandila Private Limited was incorporated on 24th May, 2021 and engaged in the business of manufacturing and Trading of Plywood and its allied products and Greenply Speciality
Panels Private Limited (formerly Baahu Panels Private Limited) was acquired on 4th August, 2021 as a wholly owned subsidiary of the Company with objective for setting-up of a new unit in Village: Sherpura, Taluka: Savli, District: Vadodara, Gujarat for manufacturing of Medium Density Fibreboard (MDF) and the commercial production of Medium-density fibreboard (MDF) has already commenced at the said new unit.
Your Company has one step-down overseas joint venture namely Greenply Alkemal (Singapore) Pte. Ltd. (a joint venture company of Greenply Industries Limited, India through its wholly owned subsidiary Greenply Holdings Pte. Ltd., Singapore and Kulmeet Singh) engaged in the business of trading and marketing of commercial veneers and panel products.
The Company has one Joint Venture Company namely Greenply Samet Private Limited which was incorporated on 26th October 2023 for manufacturing and selling functional furniture hardware such as slide systems for wooden and metallic drawers, hinge systems, lift-up systems, and other connection fittings etc. through a manufacturing facility in India.
The said Joint Venture has already commenced manufacturing activities and commercial production as per the Phase - I plan on 30th March 2024 in its unit situated at Sherpura, Savli Halol Road, Dist. Vadodara, Gujarat. The production at this facility will be ramped-up in three phases spread over next 3 years.
Further, the Board of Directors of the Company at their meeting held on 1st February, 2024 had approved Incorporation of a private limited company in India, in the name of Alishan Panels Private Limited with a view to acquire the brand/trademark ALISHAN therein, in respect of trading and marketing of Plywood
and its allied products and investment by the Company along with an investor i.e. a member of the promoter family of original brand owner ALISHAN, in the paid-up share capital in the said new entity, in the ration of 67:33 respectively. Accordingly, Alishan Panels Private Limited was incorporated on 07.03.2024 as a subsidiary of the Company and at present 67% shares in the paid-up share capital in the said new entity are held by the Company and remaining 33% shares are held by the SLC Family Trust (represented by Mr. Ramesh Kumar Agarwal).
Further, the Board of Directors of the Company at their meeting held on 26th December, 2023 and Shareholders of the Company on 15th February, 2024 by way of postal ballot through remote evoting, had approved transfer of 51% of shareholding and cessation of controlling interest held in Greenply Middle East Limited (GMEL), Dubai, a Wholly Owned Material Subsidiary, to an Investor Group formed by Mr. Indraneel Bhan CEO of Greenply Gabon SA and Mr. Sudeep Jain, Director in GMEL. Consequently, Greenply Middle East Limited (GMEL), Dubai and its wholly owned subsidiary viz. Greenply Gabon SA, Gabon, West Africa ceased to be the wholly owned subsidiary and step-down wholly owned subsidiary of the Company respectively. At present the Company held 49% shares in the share capital of GMEL.
Except mentioned above, no company has become or ceased to be subsidiaries, joint ventures or associate companies of the Company, during the year under review.
The statement in form AOC-1 containing the salient features of the financial statements of subsidiaries/associate companies/ joint ventures pursuant to first proviso to sub-section (3) of section 129 read with rule 5 of Companies (Accounts) Rules, 2014 is annexed to this Report.
Further, the contribution of Greenply Holdings Pte. Ltd., Singapore, Greenply Middle East Limited (U.A.E.), Greenply Speciality Panels Private Limited (India) and Greenply Sandila Private Limited (India), Alishan Panels Private Limited (India) and Greenply Alkemal (Singapore) Pte. Ltd., (Singapore) and Greenply Samet Private Limited (India) to overall performance of the Company during the year under review is as mentioned below:
|
Net assets (total assets minus total liabilities) |
Share in profit or loss |
|||
|
Particulars |
As % of |
As % of |
||
|
consolidated net |
f in Lakhs |
consolidated |
f in Lakhs |
|
|
assets |
profit or loss |
|||
|
Holding Company |
||||
|
Greenply Industries Limited |
101.94% |
72,339.14 |
133.58% |
9,344.56 |
|
Subsidiaries: |
||||
|
Indian |
||||
|
Greenply Sandila Private Limited |
1.87% |
1,324.02 |
12.08% |
844.77 |
|
Greenply Speciality Panels Private Limited |
(3.05%) |
(2,163.77) |
(22.55%) |
(1,577.17) |
|
Foreign |
||||
|
Greenply Holdings Pte. Limited |
(0.05%) |
(37.87) |
(0.22%) |
(15.15) |
|
Greenply Middle East LimitedA |
0.60% |
427.32 |
(21.84%) |
(1,528.70) |
|
Joint ventures: |
||||
|
Indian |
||||
|
Greenply Samet Private Limited |
(0.10%) |
(72.82) |
(1.04%) |
(72.82) |
|
Foreign |
||||
|
Greenply Alkemal (Singapore) Pte. Limited |
(0.98%) |
(698.55) |
(0.84%) |
(58.48) |
|
Non-controlling interests in subsidiaries |
||||
|
Alishan Panels Private Limited |
0.02% |
17.68 |
(0.03%) |
(2.12) |
|
Adjustment arising out of consolidation |
(0.25%) |
(174.09) |
0.86% |
60.42 |
|
At 31 March 2024 |
100.00% |
70,961.06 |
100.00% |
6,995.31 |
|
Share in other comprehensive income |
Share in total comprehensive income |
|||
|
As % of |
As % of |
|||
|
Particulars |
consolidated other comprehensive |
E in Lakhs |
consolidated total comprehensive |
E in Lakhs |
|
income |
income |
|||
|
Holding Company |
||||
|
Greenply Industries Limited |
49.49% |
38.10 |
132.67% |
9,382.66 |
|
Subsidiaries: |
||||
|
Indian |
||||
|
Greenply Sandila Private Limited |
2.46% |
1.89 |
12.10% |
846.66 |
|
Greenply Speciality Panels Private Limited |
1.82% |
1.40 |
(22.53%) |
(1,575.77) |
|
Foreign |
||||
|
Greenply Holdings Pte. Limited |
(0.57%) |
(0.44) |
(0.22%) |
(15.59) |
|
Greenply Middle East LimitedA |
46.80% |
36.03 |
(20.98%) |
(1,492.67) |
|
Joint ventures: |
||||
|
Indian |
||||
|
Greenply Samet Private Limited |
0.00% |
- |
(1.03%) |
(72.82) |
|
Foreign |
||||
|
Greenply Alkemal (Singapore) Pte. Limited |
0.00% |
(0.83%) |
(58.48) |
|
|
Non-controlling interests in subsidiaries |
- |
|||
|
Alishan Panels Private Limited |
0.00% |
- |
(0.03%) |
(2.12) |
|
Adjustment arising out of consolidation |
0.00% |
- |
(0.85%) |
60.42 |
|
At 31 March 2024 |
100.00% |
76.98 |
100.00% |
7,072.29 |
|
a include its wholly owned subsidiary Company - Greenply Gabon SA |
||||
|
Note: Pursuant to transfer of 51% shareholding and cessation of controlling interest in Greenply Middle East Limited, Dubai (GMEL), GMEL and Greenply Gabon SA, Gabon, West Africa ceased to be the Wholly Owned Subsidiary and Step-down Wholly Owned Subsidiary of the Company respectively w.e.f. 26.03.2024. |
||||
Details of the transfer(s) to the IEPF
Pursuant to the provisions of the Companies Act, 2013, dividends that are unpaid/ unclaimed for a period of seven years are required to be transferred by the Company to the Investor Education and Protection Fund (IEPF) administered by the Central Government. Given below are the dates of declaration of dividend and corresponding dates when unpaid/unclaimed dividends are due for transfer to IEPF:
|
Financial Year ended |
Date of declaration of dividend |
Due Date for transfer to IEPF |
|
31.03.2017 |
21.08.2017 |
26.09.2024 |
|
31.03.2018 |
28.08.2018 |
03.10.2025 |
|
31.03.2019 |
30.09.2019 |
05.11.2026 |
|
31.03.2020 |
30.09.2020 |
05.11.2027 |
|
31.03.2021 |
15.09.2021 |
21.10.2028 |
|
31.03.2022 |
21.09.2022 |
27.10.2029 |
|
31.03.2023 |
20.09.2023 |
26.10.2030 |
During the year under review, unclaimed/unpaid final dividend amounting to H46,561.00/- which had been declared at the Annual General Meeting of the Company held on August 23,
2016 and lying unclaimed/unpaid was transferred to the Investor Education and Protection Fund (IEPF) in October, 2023 pursuant to the relevant provisions of applicable laws and rules.
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 20th September, 2023 (date of previous Annual General Meeting) on the Company''s website https://www. greenplv.com/investors and on the website of the Ministry of Corporate Affairs.
Further, as per the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016,
Consolidated financial statements
The consolidated financial results include the financial results of subsidiaries - Greenply Middle East Limited (U.A.E.) (till 26th March 2024), Greenply Gabon S.A. (West Africa) (wholly owned subsidiary of Greenply Middle East Limited) (till 26th March 2024), Greenply Holdings Pte. Limited (Singapore), Greenply Speciality Panels Private Limited (India) (formerly known as Baahu Panels Private Limited), Greenply Sandila Private Limited (India) and Alishan Panels Private Limited (India). The consolidated financial results also includes share of profit/(loss) of equity accounted investees - Greenply Alkemal (Singapore) Pte. Limited (Singapore) {including its wholly owned subsidiary company - Greenply Industries (Myanmar) Private Limited, (Myanmar)} and Greenply Samet Private Limited which are accounted under equity method as set out in Ind AS 111 - ''Joint Arrangements'' notified by Ministry of Corporate Affairs. The consolidated financial results also includes share of profit/(loss) of equity accounted investees w.e.f. 26 March 2024 - Greenply Middle East Limited {including its wholly owned subsidiary company - Greenply Gabon S.A. (West Africa)} which are accounted under equity method as set out in Ind AS 28- ''Investment in Associates and Joint Ventures'' notified by Ministry of Corporate Affairs. In accordance with Section 136(1) of the Companies Act, 2013, 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.greenply.com/investors . Further, as per the said section, audited annual accounts of the subsidiary companies and Joint Venture Company have also been placed on the website of the Company, www.greenply.com/investors . Shareholders interested in obtaining a physical copy of the audited annual accounts of the subsidiary companies and Joint Venture Company may write to the Company Secretary at the Company''s registered office. A statement containing salient features of the financial statements of subsidiary/associate companies/joint venture in form AOC -1 is annexed to this Report.
During the year, "Credit Analysis and Research Ltd. (CARE)âand "India Ratings & Researchâ have re-affirmed our external credit rating for both long term and short-term borrowings as detailed below:
|
Rating Agency |
Instrument |
Rating |
|
CARE |
Banking Facilities - Long Term |
CARE AA- |
|
CARE |
Banking Facilities - Short Term |
CAREA1 |
|
India Ratings & Research |
Banking Facilities - Long Term |
IND AA- |
|
India Ratings & Research |
Banking Facilities - Short Term |
IND A1 |
|
India Ratings & Research |
Short Term Debt (including Commercial Paper) |
IND A1 |
Above credit rating reflects Company''s commitment and capability to persistent growth through prudence and focus on financial discipline.
Your Directors recommend a final dividend of 50% i.e. Re. 0.50 per equity share (compared to previous year of 50% i.e. Re.0.50 per equity share of Re.1/-each) on the equity shares of the Company of Re.1/- each for financial year 2023-2024.
The dividend payment is subject to approval of members at the ensuing Annual General Meeting. The dividend pay-out is in accordance with the Dividend Distribution Policy of the Company adopted by the Board of Directors in their meeting held on July 25, 2016 and amended on February 8, 2019. The Dividend Distribution Policy of the Company is annexed to this Report and also has been uploaded on the website of the Company available at the weblink at https://www.greenply.com:5001/pdf1715930559321-2828.pdf
No amount has been proposed to be transferred to the General Reserve during the Financial Year 2023-24.
(hereinafter referred to as the IEPF Rules, 2016) read with Section 124 of the Companies Act, 2013, in addition to the transfer of the unpaid or unclaimed dividend to Investor Education and Protection Fund (hereinafter referred to as "IEPFâ), the Company shall be required to transfer the underlying shares on which dividends have remained unpaid or unclaimed for a period of seven consecutive years to IEPF Demat Account. Accordingly, till date total 39,927 equity shares, as detailed below, in respect of which dividend was unpaid or unclaimed for a consecutive period of seven (7) years or more had been transferred to the Investor Education and Protection Fund ("IEPFâ) of the Central Government from time to time. Out of this, during 2021-22, one shareholder, whose shares were transferred to the De-mat account of IEPF Authority, claimed and received his 2000 shares from IEPF Authority.
|
Year of Transfer of Equity Shares to IEPF |
No. of Equity Shares Transferred to IEPF |
No. of shares claimed from IEPF |
Balance lying in IEPF De-mat account |
|
2017-18 |
30,185 |
- |
|
|
2018-19 |
- |
- |
|
|
2019-20 |
7,000 |
- |
|
|
2020-21 |
614 |
- |
37,927 |
|
2021-22 |
- |
2,000 |
|
|
2022-23 |
213* |
- |
|
|
2023-24 |
1915 |
||
|
Total |
39,927 |
2000 |
37,927 |
* Due to some technical issue, out of total 213 equity shares, transfer of 80 equity shares to IEPF De-mat account was completed in April 2023.
Details of above shares are available in the Company''s website and can be viewed at www.greenply.com
The members who have a claim for the dividends and shares already transferred to IEPF may claim the same 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 enumerated in the Form No. IEPF-5. No claims shall lie against the Company in respect of the dividend and shares so transferred.
During the year under review, the Nomination and Remuneration Committee of the Board of Directors of the Company issued and allotted equity shares of face value of Re. 1/- each (fully paid-up) as detailed below from time to time to the eligible employees of the Company for cash at a price of H 55/- per equity share (including a premium of H 54/- per share), aggregating to H4,52,23,750/- under Greenply Employee Stock Option Plan 2020 ("ESOP 2020â/ "Planâ). Accordingly, the equity share capital of the Company was increased from H12,28,76,395/- (12,28,76,395 equity shares of Re.1 each) to H12,36,98,645/- (12,36,98,645 equity shares of Re.1 each).
|
Sr. No. |
Date of allotment |
No. of shares allotted under ESOP 2020 |
|
1. |
30.05.2023 |
4,20,500 |
|
2. |
25.07.2023 |
38,250 |
|
3. |
06.11.2023 |
3,55,250 |
|
4. |
01.02.2024 |
8,250 |
|
TOTAL |
8,22,250 |
|
De-mat Suspense Account/Unclaimed Suspense Account The details with respect to de-mat suspense account / unclaimed suspense account are as follows: |
||||
|
Sr. No. |
Particulars |
No. of shareholders |
Outstanding Shares |
|
|
1. |
Aggregate number of shareholders and the outstanding shares in the Suspense Account lying as on April 1, 2023; |
3 |
3000 |
|
|
2. |
Shareholders who approached the Company for transfer of shares from Suspense Account during the year; |
NIL |
NIL |
|
|
3. |
Shareholders to whom shares were transferred from the Suspense Account during the year; |
NIL |
NIL |
|
|
4. |
Shareholders whose shares are transferred to the demat account of the IEPF Authority as per Section 124 of the Act |
NIL |
NIL |
|
|
5. |
Aggregate number of shareholders and the outstanding shares in the Suspense Account lying at the end of the year; |
3 |
3000 |
|
|
The voting rights on the shares outstanding in the "Greenply Industries Limited - Unclaimed Suspense Account" as on March 31, 2024 shall remain frozen till the rightful owner of such shares claims the shares. |
||||
Directors and Key Managerial Personnel
In accordance with the provisions of the Companies Act, 2013 and the Articles of Association of the Company, Mr. Manoj Tulsian [DIN-05117060], Joint Managing Director & CEO of the Company, will retire by rotation at the ensuing Annual General Meeting and is eligible for re-appointment. The details of Mr. Manoj Tulsian [DIN-05117060] as required under Listing Regulations and SS-2 has been provided in the notice of 34th AGM and Corporate Governance Report.
None of the Directors of your Company is disqualified under the provisions of Section 164(2)(a)&(b) of the Companies Act, 2013 and a certificate dated 21st May, 2024 received from a SP & SA Associates, Practising Company Secretaries certifying that none of the directors on the Board of the Company has been debarred or disqualified from being appointed or continuing as directors of the companies by the Securities and Exchange Board of India, Ministry of Corporate Affairs or any such other Statutory Authority is annexed to the Corporate Governance Report.
All the Independent Directors of the Company have complied with the requirement of inclusion of their names in the Data bank of Independent Directors maintained by Indian Institute of Corporate Affairs. Mr. Vinod Kumar Kothari, Mr. Susil Kumar Pal and Ms. Sonali Bhagwati Dalal are not required to pass the online proficiency self-assessment test as per the first proviso of Rule 6(4) of the Companies (Appointment and Qualification of Directors) Rules, 2014 whereas Mr. Upendra Nath Challu, Ms. Vinita Bajoria has successfully qualified the online proficiency self-assessment test for Independent Director''s Databank and Mr. Braja Narayan Mohanty, who was appointed as the Independent Director of the Company w.e.f 15th February, 2024, is yet to complete the said online proficiency self-assessment. Further, in
the opinion of the Board of Directors, the Independent Directors of the Company are persons of integrity and possess relevant expertise and experience.
Except Mr. Braja Narayan Mohanty, none of the Directors or Key Managerial Personnel were appointed or resigned from the Company during the year under review.
Declaration by Independent directors
For the financial year 2023-24, all the Independent Directors of the Company have given their declarations to the Company that they meet the criteria of independence as provided in Section 149(7) read with Section 149(6) of the Companies Act, 2013 and Regulation 16 of Listing Regulations.
Meetings of the Board of Directors
Seven (7) Board Meetings were held during the financial year ended 31st March, 2024. The details of the Board Meetings with regard to their dates and attendance of each of the Directors there at have been provided in the Corporate Governance Report.
Pursuant to the provisions of the Companies Act, 2013 and Listing Regulations, the Board has carried out the annual performance evaluation of the Directors individually as well as evaluation of the working of the Board as a whole and of the Committees of the Board, by way of individual and collective feedback from Directors.
Pursuant to Para VII of Schedule IV of the Companies Act, 2013 (''Act, 2013'') and applicable provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015 (''Listing Regulations''), a meeting of the Independent Directors (''IDs'') of the Company was convened on 28th March, 2024 to perform the following:
⢠review the performance of the Chairperson of the Company, taking into account the views of executive directors and non-executive directors;
⢠review the performance of non-independent directors and the Board as a whole;
⢠assess 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
Further, the Nomination and Remuneration Committee also evaluated the performance of all the directors of the Company.
The overall recommendations based on the evaluation were discussed by the Board. It was noted that the Board Committees function professionally and smoothly, and besides the Board Committees'' terms of reference as mandated by law, important issues are brought up and discussed in the respective Board Committees. Progress on recommendations from last year and the current year''s recommendations were discussed. Apart from the other key matters, the aspects of succession planning and committee composition were also discussed.
The criteria for evaluation are briefly provided below:
a. For Independent Directors:
- General parameters
- Roles & responsibilities to be fulfilled as an Independent director
- Participation in Board process.
b. For Executive & Non-executive Directors:
- Governance
- Strategy
- Stakeholder focus
- Communication & influence
- Quality or capability
- Performance improvement
- Financial & risk awareness
The result of review and evaluation of performance of Board, it''s Committees and of individual Directors was found to be satisfactory.
The details of the familiarisation programme undertaken during the year have been provided in the Corporate Governance Report along with the web link thereof.
As per the provisions of Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 including any amendment thereof, the Company is required to disclose the following information in the Board''s Report.
(a) ratio of the remuneration of each director to the median remuneration of the employees of the Company for the financial year 2023-24;
|
Name |
Designation |
Ratio to median remuneration of employees |
|
Mr. Rajesh Mittal |
Chairman cum Managing Director |
142.45 |
|
Mr. Sanidhya Mittal |
Joint Managing Director |
54.54 |
|
Mr. Manoj Tulsian |
Joint Managing Director & Chief Executive Officer |
195.13 |
|
Mr. Susil Kumar Pal |
Independent Director |
10.04 |
|
Mr. Vinod Kumar Kothari |
Independent Director |
9.73 |
|
Ms. Sonali Bhagwati Dalal |
Independent Director |
6.39 |
|
Mr. Upendra Nath Challu |
Independent Director |
10.04 |
|
Ms. Vinita Bajoria |
Independent Director |
8.36 |
|
Mr. Braja Narayan Mohanty |
Independent Director |
1.18 |
|
(b) percentage increase in remuneration of each director, Chief Financial Officer, Chief Executive Officer, Company Secretary or Manager, if any, in the financial year 2023-24; |
||
|
Name |
Designation |
% Increase |
|
Mr. Rajesh Mittal |
Chairman cum Managing Director |
-21% |
|
Mr. Sanidhya Mittal |
Joint Managing Director |
-22% |
|
Mr. Manoj Tulsian |
Joint Managing Director & Chief Executive Officer |
-4% |
|
Mr. Susil Kumar Pal |
Independent Director |
120% |
|
Mr. Vinod Kumar Kothari |
Independent Director |
113% |
|
Ms. Sonali Bhagwati Dalal |
Independent Director |
40% |
|
Mr. Upendra Nath Challu |
Independent Director |
120% |
|
Ms. Vinita Bajoria |
Independent Director |
83% |
|
Mr. Braja Narayan Mohanty* |
Independent Director |
- |
|
Mr. Nitinkumar Dagdulal Kalani |
Chief Financial Officer |
18% |
|
Mr. Kaushal Kumar Agarwal |
Company Secretary & Vice President-Legal |
4% |
|
*The % change in remuneration is not comparable as the said Director appointed during the financial year 2023-24 and held the position for a part of the financial year 2023-24. |
||
(c) percentage increase in the median remuneration of employees in the financial year 2023-24;
52.20%
(d) number of permanent employees on the rolls of Company; 2621
(e) average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration;
11.95% (non-Managerial personnel) -0.61% (Managerial Personnel)
(f) We hereby affirm that the remuneration paid to the Executives is as per the Remuneration Policy of the Company approved by the Board of Directors.
(g) Managing Directors and Whole-time Directors of the Company do not receive any commission from its subsidiary companies.
All elements of remuneration package as required under Listing Regulations have been provided in the Corporate Governance Report.
Statutory Auditors and their report
The Shareholders of the Company at their 32nd Annual General Meeting held on 21.09.2022, approved appointment of M/s. B S R & Co. LLP, Chartered Accountants (ICAI Firm Registration No. 101248W/W-100022) as the Statutory Auditors of the Company to hold office for a further term of 5 (five) consecutive years i.e. from the conclusion of 32nd Annual General Meeting, until the conclusion of the 37th Annual General Meeting to be held in Financial Year 2027.
The Notes on Financial Statements referred to in the Auditors'' Report are self-explanatory and, therefore, do not call for further clarification. The Statutory Auditor''s Report for Financial Year ended March 31, 2024 does not have any qualification and adverse remark.
During the year under review, cost audit was not applicable to the Company.
The Company has in-house Internal Audit team headed by qualified and experienced Executives. The scope, functioning, periodicity and methodology for conducting internal audit were approved by the Board of Directors and reviewed by the Audit Committee from time to time. Further, the Audit committee discussed and reviewed the adequacy of internal audit function, including the structure of the internal audit department, staffing and seniority of the official, heading the department, reporting structure coverage and frequency of internal audit.
Secretarial Auditors & their Report
Pursuant to the provisions of Section 204 of the Act, read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors of the Company has appointed Mr. Girish Bhatia, Practising Company Secretary (Membership No. FCS 3295 / COP No. 13792), Kolkata, to conduct Secretarial Audit for the financial year 2023-2024. The Secretarial Audit Report of Mr. Girish Bhatia, Practising Company Secretary, in Form MR-3, for the financial year ended 31st March, 2024, is annexed to this report. The Secretarial Auditor''s report does not contain any qualifications, reservations, or adverse remarks
Secretarial Audit of Material Unlisted Subsidiary Company
M/s. DKS & Co., Practising Company Secretaries, had undertaken the Secretarial audit of the Company''s material subsidiary, Greenply Speciality Panels Private Limited (formerly known as Baahu Panels Private Limited), for the financial year 2023-24. The Secretarial Audit report confirms that the material subsidiary has complied with the provisions of the Companies Act, Rules, Regulations and Guidelines as applicable, and that there were no deviations or non-compliance. As required under Regulation 24A of the SEBI Listing Regulations, the report of the Secretarial Audit is annexed to this report. The Secretarial Auditor''s report does not contain any qualifications, reservations, or adverse remarks or disclaimer.
Disclosure on Employee Stock Option Plan/Scheme
The members of the Company, with a view to motivate the key work force seeking their contribution to the corporate growth,
to create an employee ownership culture, to attract new talents, and to retain them for ensuring sustained growth, passed the resolutions through postal ballot including e-voting on 15th October, 2020 for approval of ESOPs and 23rd December, 2020 for modification and introducing ''Greenply Employee Stock Option Plan 2020'' ("ESOP 2020â/"Planâ).
The resolutions also accorded approval to the Board of Directors / Nomination and Remuneration Committee of the Company to create, grant and vest from time to time, in one or more tranches, not exceeding 54,00,000 (Fifty-four lakhs only) employee stock options, to or for the benefit of such person(s) who are in permanent employment of the Company and its subsidiary company(ies).
The Nomination and Remuneration Committee at its meeting(s) held from time to time approved the grant of stock options as detailed below, to the eligible employees including Joint Managing Director & CEO.
ESOP 2020 is in compliance with the applicable provisions of the Companies Act, 2013 and the Rules issued thereunder, SEBI (Share Based Employee Benefits & Sweat Equity) Regulations, 2021 and other applicable regulations, if any.
The disclosures as required under Companies (Share Capital and Debentures) Rules, 2014 and Employee Benefit Regulations as on 31st March 2024 is as under:
|
Sr. No. |
Date of NRC Meeting |
No. of Stock Options granted |
No. of shares the stock options exercisable into. |
Grant of Stock Options |
|
1. |
17.03.2021 |
13,44,500 |
Exercisable into 13,44,500 Equity Shares of Re.1/- each |
To the eligible employees of the Company including Joint Managing Director & CEO |
|
2. |
16.03.2022 |
10,00,000 |
Exercisable into 10,00,000 Equity Shares of Re.1/- each |
To the Joint Managing Director & CEO |
|
3. |
20.03.2023 |
3,03,240* |
Exercisable into 3,03,240 Equity Shares of Re.1/- each |
To the eligible employees of the Company and WOS of the Company |
|
4. |
06.11.2023 |
89,340* |
Exercisable into 89,340 Equity Shares of Re.1/-each |
To the eligible employees of the Company |
|
5. |
01.02.2024 |
13,300* |
Exercisable into 13,300 Equity Shares of Re.1/-each |
To the eligible employee(s) of the WOS of the Company |
* Part of it considers allocation with maximum performance criteria being met.
|
Number of Options outstanding at the beginning of the year (01.04.2023) |
19,14,490 |
|
Options granted during the financial year 2023-24* |
1,02,640 |
|
Options vested during the financial year 2023-24 |
8,44,500 |
|
Options exercised during the financial year 2023-24 |
4,42,250 |
|
The total number of shares arising as a result of exercise of option during the year 2023-24 |
8,22,250 |
|
Options lapsed during the year 2023-24 |
66,500 |
|
Exercise Price (H) |
55 |
|
Variation of terms of options during the year 2023-24 |
No variation |
|
Money realized by exercise of options during the year 2023-24 |
INR 2,43,23,750 |
|
Number of options outstanding at the end of the year 31.03.2024 |
15,08,380 |
|
Number of options exercisable at the end of the year 31.03.2024 |
12,13,500 |
|
Employee wise details of options granted to: |
||
|
1. |
Senior Managerial Personnel (SMP) / Key Managerial Personnel (KMP): |
|
|
a) Mr. Nitinkumar Dagdulal Kalani (KMP) |
30,000 |
|
|
b) Mr. Indranil Roy (SMP) |
20,000 |
|
|
c) Mr. Buddhadev Bhattacharjee (SMP) |
18,000 |
|
|
d) Mr. Rajesh Alagh (SMP) |
10,000 |
|
|
2. |
Any other employee who receives a grant of options in any one year of option amounting to five percent or more of options granted during the year 2023-24 |
Nil |
|
3. |
Identified employees who were granted option, during any one year, equal to or exceeding one percent of the issued capital (excluding outstanding warrants and conversions) of the company at the time of grant during the year 2023-24. |
Nil |
* Part of it considers allocation with maximum performance criteria being met.
There have been no material changes to the ESOP 2020 during the Financial Year and the scheme is in the compliance with the said regulations.
The certificate from Mr. Girish Bhatia, Practising Company Secretary (Membership No. FCS 3295 / COP No. 13792), Kolkata, Secretarial Auditors of the Company for the financial year 2023-24, confirming that the scheme has been implemented in accordance with the aforesaid regulations and in accordance with the resolutions passed by the Members of the Company through postal ballot including e-voting, would be placed before the Members at the ensuing Annual General Meeting. A copy of the same will be available for inspection at the Company''s website and can be accessed on the weblink www.greenply.com/investors
Committee and other details have been provided in the Corporate Governance Report. During 2023-2024, six meetings of the Audit Committee were held i.e. on 30th May, 2023, 25th July, 2023, 6th November, 2023, 26th December, 2023, 1st February, 2024, and 23rd February, 2024
Vigil mechanism
In pursuance to the provisions of section 177(9) & (10) of the Companies Act, 2013 and Regulation 22 of the Listing Regulations, ''Whistle Blower Policy'' to establish vigil mechanism for directors, employees and stakeholders or third party to report genuine concerns had been framed and implemented. This policy provides a process to disclose information, confidentially and without fear of victimization, where there is reason to believe that there has been serious malpractice, fraud, impropriety, abuse or wrong doing within the Company. The policy safeguards the whistle blowers to report concerns or grievances and also provides a direct access to the Chairman of the Audit Committee. During the year under review, none of the personnel has been denied access to the Chairman of the Audit Committee. The policy has been uploaded on the website of the Company and is available at the weblink at
https://www.greenply.com:5001/pdfl715930?50545-?453.pdf
Nomination and Remuneration Committee
As on 31st March, 2024, the Company''s Nomination and Remuneration Committee comprises of four Non-Executive Independent Directors viz. Mr. Susil Kumar Pal, Mr. Vinod Kumar Kothari, Mr. Upendra Nath Challu, Ms. Vinita Bajoria and one Executive-Promoter Director Mr. Rajesh Mittal (Chairman cum
The disclosures on the scheme, details of options granted, changes to the scheme, if any, etc. are placed on the website of the Company as required under Employee Benefit Regulations read with SEBI Circular No. CIR/CFD/POLICY CELL/2/2015 dated 16th June, 2015 and can be accessed on the weblink www. greenplv.com/investors.
In line with the Indian Accounting Standards ("Ind ASâ) 102 on ''Share Based Payments'' issued by the Ministry of Corporate Affairs in consultation with Accounting Standards Board (ASB) of the Institute of Chartered Accountants of India ("ICAIâ) and the National Advisory Committee on Accounting Standards, your Company has computed the cost of equity settled transactions by using the fair value of the options at the date of the grant and recognized the same as employee compensation cost over the vesting period. Further details as required under SEBI (Share Based Employee Benefits & Sweat Equity) Regulations, 2021 are disclosed in the notes to the financial statements forming part of the Annual report.
As on 31st March, 2024, the Company''s Audit Committee comprises of three Non-Executive Independent Directors viz. Mr. Susil Kumar Pal, Mr. Vinod Kumar Kothari and Mr. Upendra Nath Challu and one Executive-Promoter Director viz. Mr. Rajesh Mittal. The Committee inter-alia reviews the Internal Control System, reports of Internal Auditors, compliance of various regulations and evaluates the internal financial controls and risk management system of the Company. The Committee also reviews at length the Financial Statements and results before they are placed before the Board. The terms of reference of the Audit
Managing Director). The terms of reference and other details of the Nomination and Remuneration Committee have also been provided in the Corporate Governance Report. During 2023-2024, five meetings of Nomination and Remuneration Committee were held i.e. on 30th May, 2023, 25th July, 2023, 6th November, 2023, 26th December, 2023, and 1st February, 2024.
The Remuneration Policy of the Company is uploaded on the website of the Company which can be viewed at https://www. greenply.com:5001/pdf1715929931027-8763.pdf
However, brief outline of the Remuneration Policy is as follows:
The Remuneration Policy applies to all the "Executivesâ of the Company. The Policy also helps the Company to attain Board diversity and creates a basis for succession planning. In addition, it is intended to ensure that-
a) the Company is able to attract, develop and retain high-performing and motivated Executives in a competitive international market;
b) the Executives are offered a competitive and market aligned remuneration package, with fixed salaries being a significant remuneration component, as permissible under the Applicable Law;
c) remuneration of the Executives are aligned with the Company''s business strategies, values, key priorities and goals.
In framing the aforesaid Remuneration Policy, the Nomination and Remuneration Committee ensures that a competitive remuneration package for all Executives is maintained and is also benchmarked with other multinational companies operating in national and global markets.
The nomination of the Independent Directors of the Company shall be in accordance with the principles as stated under the said Policy.
The assessments for Functional Heads are done on the basis of below parameters by the concerned interview panel of the Company -
a) Competencies
b) Capabilities
c) Compatibility
d) Commitment
e) Character
f) Strong interpersonal skills
g) Culture among others.
The various remuneration components would be combined to ensure an appropriate and balanced remuneration package.
The five remuneration components are -
⢠fixed remuneration (including fixed supplements)
⢠performance based remuneration (variable salary)
⢠pension schemes, where applicable
⢠other benefits in kind
⢠severance payment, where applicable
The fixed remuneration is determined on the basis of the role and position of the individual, including professional experience, responsibility, job complexity and local market conditions.
The performance-based remuneration motivates and rewards high performers who significantly contribute to sustainable results, perform according to set expectations for the individual in question, and generates stakeholder value within the Group.
Any fee/remuneration payable to the Non-Executive directors of the Company shall abide by the following norms -
i. If any such director draws or receives, directly or indirectly, by way of fee/remuneration any such sums in excess of the limit as prescribed or without the prior sanction, where it is required, under the Applicable law such remuneration shall be refunded to the Company and until such sum is refunded, hold it in trust for the Company. The Company shall not waive the recovery of any sum refundable to it;
ii. Such directors may receive remuneration by way of fee for attending meetings of the Board or Committee thereof or for any other purpose whatsoever as may be decided by the Board, as permissible under Applicable law;
iii. An independent director shall not be entitled to any stock option and may receive remuneration only by way of fees and reimbursement of expenses for participation in meetings of the Board or Committee thereof and profit related commission, as may be permissible by the Applicable law.
Stakeholders Relationship Committee
As on 31st March, 2024, the Stakeholders Relationship Committee comprises two executive Promoter Directors viz. Mr. Rajesh Mittal and Mr. Sanidhya Mittal, and one Non-Executive Independent Director viz. Mr. Susil Kumar Pal. The detailed terms of reference and other details of the Committee have been provided in the Corporate Governance Report. During 2023-2024, four meetings of Stakeholders Relationship Committee were held on 30th May, 2023, 25th July, 2023, 6th November, 2023 and 1st February, 2024.
Risk Management Policy
The Company recognizes that risk is inherent to any business activity and that managing risk effectively is critical for the immediate and future success of any organisation. Pursuant to Regulation 21 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (''SEBI LODR'') the Company has a Risk Management Policy to identify, evaluate risks and opportunities. This framework seeks to create transparency, minimize the adverse consequence of risks on business objectives, enhance the Company''s competitive advantage and assist in decision making process. On the basis of risk assessment criteria, your Company has identified risks as minor/ moderate/important/material or severe depending on their impact on turnover, profit after tax and return on capital employed. A risk library wherein the Company has allotted scores to the risks based on risk significance and risk likelihood. On the basis of risk scores the Company has identified few material risks for the organization. The risks scores were initially done at the level of Operational Heads of Finance & Accounts, Sales, Production and HR and finally assessment was done based on scores given by an internal committee of the Company. However, the risks are dynamic and the Company will be adding new risks and removing some of the existing risks as and when the Company develop solutions for the existing risks. Accordingly, the Company has in place a mechanism to identify, assess, monitor and mitigate various risks to key business objectives. The Audit Committee of the Board evaluates risks management system of the company on quarterly basis.
Risk Management Committee
The Members of the Audit Committee at its Meeting held on 11th February, 2021 recommended to the Board to form a Risk Management Committee to give proper attention and time on the evaluation of Risk Management System/Policy of the Company.
Accordingly on 11th February, 2021 the Risk Management Committee was constituted, comprising of two executive directors Mr. Manoj Tulsian, Joint Managing Director & CEO, Mr. Sanidhya Mittal, Joint Managing Director and the Chief Financial Officer of the Company. Further, considering the SEBI (LODR) (Second Amendment) Regulations, 2021 issued on 5th May, 2021 bringing in various amendments in SEBI LODR, the Board of Directors had re-constituted the Risk Management Committee on 14th June, 2021. The Company''s Risk Management Committee currently comprises of, one Executive - Non Promoter Director, one Executive - Promoter Director, two Non-Executive Independent Directors and the Chief Financial Officer (CFO) of the Company. The Board of Directors also defined the terms of reference of the said Committee. During 2023-24, two meetings of the Risk Management Committee held on 25th July, 2023 and 19th January, 2024.
Annual Return
The Annual Return as required under Section 92 and Section 134 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.greenply.com:5001/ originalpdf1724939990653-5586.pdf .
Material changes and commitments and change in the nature of business
Except as disclosed elsewhere in this Report, there have been no material changes and commitments affecting the financial position of the Company since the close of financial year i.e. since 31st March, 2024 till the date of this Report. Further, it is hereby confirmed that there has been no change in the nature of business of the Company except as disclosed in this report.
Significant and material orders passed by the Regulators / Courts / Tribunals impacting the going concern status and the Company''s operations in future
Except as disclosed elsewhere in this Report, there is no significant and material order has been passed by any Regulator/ Court/Tribunals impacting the going concern status and the Company''s operations in future.
Internal financial controls
The Directors had laid down Internal Financial Controls procedures to be followed by the Company which ensure compliance with various policies, practices and statutes in keeping with the organization''s pace of growth and increasing complexity of operations for orderly and efficient conduct of its business. The Audit Committee of the Board, from time to time, evaluated the adequacy and effectiveness of internal financial control of the Company with regard to:
1. Systems have been laid to ensure that all transactions are executed in accordance with management''s general and specific authorization. There are well-laid manuals for such general or specific authorization.
2. Systems and procedures exist to ensure that all transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles or any other criteria applicable to such statements, and to maintain accountability for aspects and the timely preparation of reliable financial information.
3. Access to assets is permitted only in accordance with management''s general and specific authorization. No assets of the Company are allowed to be used for personal
purposes, except in accordance with terms of employment or except as specifically permitted.
4. The existing assets of the Company are verified/checked at reasonable intervals and appropriate action is taken with respect to any differences, if any.
5. Proper systems are in place for prevention and detection of frauds and errors and for ensuring adherence to the Company''s policies.
Further, the certificate from Joint Managing Director & CEO and Chief Financial Officer, in terms of Regulation 17(8) of the SEBI Listing Regulations, provided in this Annual Report, also certifies the adequacy of our Internal Control systems and procedures.
Insurance
Your Company''s properties, including building, plant, machineries and stocks, among others, are adequately insured against risks.
Particulars of loans/advances/investments as required under Schedule V of the Listing Regulations
The details of related party disclosures with respect to loans/ advances/investments at the year end and maximum outstanding amount thereof during the year as required under Part A of Schedule V of the Listing Regulations have been provided in the notes to the Financial Statements of the Company. Further, there was no transaction with person or entity belonging to the promoter/ promoter group which hold(s) 10% or more shareholding in the Company as per Para 2A of the aforesaid Schedule.
Loans/advances, guarantee and investments under Section 186 of the Companies Act, 2013
Details of loans/advances granted, guarantees given and investments made during the year under review, covered under the provisions of Section 186 of the Companies Act, 2013 are disclosed in the financial statements attached to this annual report.
Amount outstanding as at 31st March, 2024
|
Particulars |
Amount (J in lakhs) |
|
Loans given |
14,800.00 |
|
Investments made |
24,745.30 |
|
Guarantee given |
61,361.28 |
Public Deposits
During the Financial Year 2023-24, the Company did not invite, accepted or renewed any public deposits under the Companies
Act, 2013 including applicable rules made there under. As such, no amount on account of principal or interest on public deposits was outstanding as on the date of the Balance Sheet.
Listing of shares
The Equity Shares of the Company are listed on the BSE Limited (BSE) with scrip code No. 526797 and on National Stock Exchange of India Limited (NSE) with scrip symbol GREENPLY. The Company confirms that the annual listing fees to both the stock exchanges for the financial year 2023-24 have been duly paid.
Related party transactions
There have been no materially significant related party transactions undertaken by the Company which may have potential conflict with the interest of the Company. Related party transactions that were entered into during the year under review were on arm''s length basis and/or were in ordinary course of business. The Particulars of material related party transactions, if any, are provided in Form AOC-2 as required under section 134(3)(h) of the Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014. Further, suitable disclosure as required by the Accounting Standards (Ind AS 24) has been made in the notes to the Financial Statements.
The Board has approved a policy for related party transactions which has been uploaded on the Company''s website. The web link as required under Listing Regulations is as under: https:// www.greenplv.com:5001/pdf1715929836890-6427.pdf
Corporate Governance
Your Company is committed to observe good Corporate Governance practices. The report on Corporate Governance for the financial year ended March 31,2024, as per Regulation 34(3) read with Schedule V of the Listing Regulations forms part of this Annual Report and annexed to this Report. The requisite certificate from Ms. Stuti Pithisaria, Practising Company Secretary (Membership No. ACS 24680 / COP No. 26447), Partner of M/s. SP & SA Associates, Kolkata confirming compliance with the conditions of corporate governance, is attached to this Annual Report.
Management Discussion and Analysis Report
The Report on Management Discussion and Analysis Report in terms of Regulation 34, read with Schedule V of the Listing Regulations, forms part of this Annual Report and is annexed to this Report. Certain Statements in the said report may be forward looking. Many factors may affect the actual results, which could be different from what the Directors envisage in terms of the future performance and outlook.
2. Mission: The Company''s CSR Mission is primarily to pursue initiatives directed towards enhancing welfare of society based on long term social and environmentally sustainable CSR activities.
3. The Company recognises the need to carry business in accordance with principles of sustainability, balance and equity. It strives to enhance corporate value while achieving a stable and long-term growth for the benefit of stakeholders. The Company also encourages its directors and employees to recommend meaningful CSR projects that may be taken up by the Company.
4. The CSR activities carried by the Company are either identified by the CSR Committee of the Company or as recommended by various stakeholders. The Company either undertakes the activities itself or through some external agency in compliance with the provisions of Section 135 of the Companies Act, 2013 read with Companies (CSR Policy) Rules, 2014.
5. The CSR Committee shall periodically monitor and evaluate the performance of the Projects and seek statements and reports from the CSR Cell on the progress of each of CSR projects from time to time. A certificate shall be obtained from CFO or the person responsible for financial management that the funds disbursed have been utilised for the purpose and in the manner as approved. In case of Ongoing Projects, the Board of the Company shall monitor the implementation of the Project with reference to the approved timelines and year-wise allocation and shall be competent to make modifications, if any, for smooth implementation of the project within the overall permissible time period.
6. The Company has chosen some of the projects as mentioned in Schedule VII of the Companies Act, 2013 as its Priority Projects which are as below:
a) eradicating hunger, poverty and malnutrition, promoting health care including preventive health care and sanitation including contribution to the Swach Bharat Kosh set-up by the Central Government for the promotion of sanitation and making available safe drinking water;
b) promoting education, including special education and employment enhancing vocation skills especially among children, women, elderly, and the differently abled and livelihood enhancement projects;
c) promoting gender equality, empowering women, setting up homes and hostels for women and orphans; setting up old age homes, day care centres and such other facilities for senior citizens and measures for reducing inequalities faced by socially and economically backward groups;
Policy on Prevention of Sexual Harassment of Women at Workplace
The Company has in place a Policy on prevention of Sexual Harassment in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013.
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.
No complaint was filed under the Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013 during the year under review.
Conservation of energy, technology absorption, foreign exchange earnings and outgo
The particulars related to the 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 annexed to this Report.
Application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016
As on 31st March, 2024, no application has been made or no proceedings are pending under the Insolvency and Bankruptcy Code, 2016.
Corporate Social Responsibility
As on 31st March, 2024, the Corporate Social Responsibility Committee (CSR Committee) comprises two executive Promoter Directors viz. Mr. Rajesh Mittal and Mr. Sanidhya Mittal and three Non-Executive Independent Directors viz. Mr. Vinod Kumar Kothari, Mr. Upendra Nath Challu and Ms. Vinita Bajoria. The terms of reference of the Committee have been provided in the Corporate Governance Report. During 2023-24, four meetings of CSR Committee were held i.e. on 30th May, 2023, 25th July, 2023, 6th November, 2023 and 1st February, 2024. The CSR Committee has formulated a Corporate Social Responsibility Policy (CSR Policy) indicating the activities to be undertaken by the Company, which has also been approved by the Board. The CSR Policy may be accessed on the Company''s website at the link https://www. greenply.com:5001/pdfl715930507994-9?93.pdf
The salient features of the CSR Policy of the Company are as below:
1. Vision: The Company''s CSR Vision is "improving lives in pursuit of collective development and environmental sustainabilityâ. This vision should encompass all CSR activities of the Company.
d) ensuring environmental sustainability, ecological balance, protection of flora and fauna, animal welfare, agroforestry, conservation of natural resources and maintaining quality of soil, air and water including contribution to the Clean Ganga Fund set-up by the Central Government for rejuvenation of river Ganga;
e) training to promote rural sports, nationally recognised sports, Paralympic sports and Olympic sports;
f) disaster management, including relief, rehabilitation and reconstruction activities.
7. The Company shall approve Annual Action Plan every year covering list of activities to be undertaken, manner of execution, utilisation of funds, monitoring etc. Impact assessment of CSR activities will be undertaken if the conditions specified in the Policy and under the Companies (CSR Policy) Rules, 2014 in this regard is fulfilled.
Further, the CSR activities carried out during the Financial Year ended 31st March, 2024 in the format prescribed under Rule 9 of the Companies (Accounts) Rules, 2014 including amendment thereof, is annexed to this Report.
Directors'' Responsibility Statement
In terms of provisions of Section 134(3)(c) and Section 134(5) of the Companies Act, 2013, your directors state that:
(i) in preparation of the Annual Accounts for the financial year ended March 31,2024, the applicable Accounting Standards have been followed along with proper explanation relating to material departures;
(ii) the Directors had selected such Accounting Policies as listed in the Financial Statements 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 as on March 31, 2024 and of the profits 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, 2013 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;
(v) the directors have 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.
CEO and CFO certification
Pursuant to the Listing Regulations, the Joint Managing Director & CEO and CFO certification is attached with the Annual Report. The Joint Managing Director & CEO and the Chief Financial Officer also provides a quarterly certification on financial results while placing the financial results before the Board for approval in terms of the Listing Regulations.
Code of Conduct for Directors and senior management personnel
The Code of Conduct for Directors and Senior Management Personnel is posted on the Company''s website. The Joint Managing Director & CEO of the Company has given a declaration that all Directors and Senior Management Personnel concerned, affirmed compliance with the Code of Conduct with reference to the year ended on March 31, 2024. The declaration is attached with the annual report.
Disclosure regarding compliance of applicable Secretarial Standards
The company has complied with all the mandatorily applicable secretarial standards issued by The Institute of Company Secretaries of India and approved by the Central Government under Section 118(10) of the Companies Act, 2013.
Corporate Governance and Compliance Certificate regarding compliance of conditions of Corporate Governance
A detailed Report on Corporate Governance for the financial year 2023-2024, pursuant to the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and the certificate received from Ms. Stuti Pithisaria, Practising Company Secretary (Membership No. ACS 24680 / COP No. 26447), Partner of M/s. SP & SA Associates, Kolkata, to the effect of compliance of conditions of Corporate Governance as required under Schedule V of the Listing Regulations are annexed with the Report.
Business Responsibility and Sustainability Report
As stipulated under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Business Responsibility and Sustainability Report, describing the initiatives taken by the Company from an environmental, social, governance and sustainability perspective, has been annexed to this Report.
There was no fraud reported by the Auditors of the Company under sub-section (12) of section 143 of the Companies Act, 2013, to the Audit Committee or the Board of Directors during the year under review.
Disclosures with respect to Demat Suspense Account/ Unclaimed Suspense Account
The relevant details in this regard have been provided in the Corporate Governance Report annexed to this Report.
Particulars of Employees as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014:-
I. Details of Employees employed throughout the financial year who were in receipt of the remuneration for that year which, in aggregate, was not less than H1.02 Crore are: 6
II. Employees employed for a part of the financial year and who were in receipt of the remuneration during for that financial year at a rate not less than H8,50,000 per month: 1
III. Employees employed throughout the financial year or part thereof, was in receipt of remuneration in that year which, in the aggregate, or as the case may be, at a rate which, in the aggregate is in excess of that drawn by the managing director or whole-time director or manager and holds by himself or along with his spouse and dependent children, not less than two percent of the equity shares of the Company: None
In accordance with the provisions of Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the names and particulars of the top ten employees in terms of remuneration drawn and of the aforementioned employees form part of the Directors'' / Board''s Report as an annexure. However, in terms of the provisions of Section 136(1) of the Companies Act, 2013 read with the rule, the Directors''/ Board''s Report is being sent to all shareholders/ members of the
Company excluding the same. The said information is available for inspection at the registered office of the Company during the working hours.
Any shareholder/ member interested in obtaining a copy of the annex may write to the Company Secretary. Disclosures on managerial remuneration in terms of Rule 5(1) of the aforesaid Rules are annexed to this Report.
The members are also informed that this Report is to be considered as an abridged report to the extent of the aforesaid exclusion only and all other information as required under applicable law form part of this Report without any exclusion.
During the year, there were no transactions requiring disclosure or reporting in respect of matters relating to:
a. issue of equity shares with differential rights as to dividend, voting or otherwise;
b. raising of funds through preferential allotment or qualified institutions placement;
c. instance of one-time settlement with any bank or financial institution.
Your Directors place on record their sincere thanks and appreciation for the continuing support of financial institutions, consortium of banks, vendors, clients, investors, Central Government, State Governments and other regulatory authorities. The Directors also place on record their heartfelt appreciation for the commitment and dedication of the employees of the Company across all the levels who have contributed to the growth and sustained success of the Company.
Mar 31, 2023
The Directors have pleasure in presenting their 33rdAnnual Report on the business and operations of the Company along with the Audited Accounts of the Company for the Financial Year ended March 31, 2023.
A brief summary of the Company''s standalone and consolidated financial performance during the year ended March 31, 2023, is given below:
|
(Rs. in Lakhs) |
||||
|
Particulars |
2022-23 |
2021-22 |
||
|
Standalone |
Consolidated |
Standalone |
Consolidated |
|
|
Turnover |
1,63,884.38 |
1,84,127.16 |
1,37,145.18 |
1,55,736.75 |
|
Profit before Exceptional items, Finance charges, Tax, Depreciation/Amortization (PBITDA) |
16,196.35 |
18,445.31 |
14,356.00 |
16,016.37 |
|
Less: Finance Charges |
615.48 |
2,624.71 |
578.03 |
1,193.15 |
|
Profit before Exceptional items, Depreciation/ Amortization (PBTDA) |
15,580.87 |
15,820.60 |
13,777.97 |
14,823.22 |
|
Less: Depreciation |
2,074.81 |
3,646.08 |
1,860.72 |
2,584.60 |
|
Net Profit before Exceptional items & Taxation (PBT) |
13,506.06 |
12,174.52 |
11,917.25 |
12,238.62 |
|
Exceptional items |
(676.68) |
962.00 |
- |
- |
|
Net Profit before Taxation (PBT) |
12,829.38 |
13,136.52 |
11,917.25 |
12,238.62 |
|
Provision for taxation |
1894.86 |
1,918.13 |
3,035.92 |
3,026.32 |
|
Profit/(Loss) after Taxation (PAT) |
10,934.52 |
11,218.39 |
8,881.33 |
9,212.30 |
|
Share of profit/(loss) of Joint Venture |
N.A. |
(22075.21) |
N.A. |
260.27 |
|
Profit/(Loss) after Taxation and share of profit/(loss) of Joint Venture |
10,934.52 |
9,143.18 |
8,881.33 |
9,472.57 |
|
Profit/(Loss) after Taxation for the year |
10,934.52 |
9,143.18 |
8,881.33 |
9,472.57 |
Result of operations and the state of Company''s affairs
During the year under review, your Company continued to grow with revenue of H 1,63,884.38 Lakhs as against H 1,37,145.18 Lakhs in the previous year. Profit for the year 2022-2023 was H 10,934.52 lacs as against H 8,881.33 lacs in the previous year.
As per the consolidated financial statements, the revenue and profit for the year 2022-2023 were H 1,84,127.16 Lakhs and H 9,143.18 lakhs respectively as against H 1,55,736.75lacs and H 9,472.57 lacs in the previous year.
Your Company remains committed to sustainable growth and have strategically prioritized initiatives to build a strong and capable team, introduced cutting-edge technologies in the manufacturing process, and enhance the Company''s capacities for plywood and allied products. Your Company constantly strives to enhance its efforts to manufacture sustainably. Your Company believes that it is the responsibility of the Company to safeguard the
environment and contribute positively to the communities. The real estate sector witnessed a sustained recovery, fueled by positive consumer sentiments towards homeownership in semi-urban and rural areas, which bolstered our sales momentum. While your Company encountered challenges such as the rise in timber costs impacting our operating margins, our resilience and focused efforts resulted in stable operational and financial performance.
The Company''s product line is diverse to meet the needs of its customers. The Company''s extensive product line comprises of plywoods and blockboards, decorative veneers, flush doors, speciality plywood, and Polyvinyl Chloride (PVC) products. The Company has been continuously driving product innovation ensuring a steady supply of safe products to its consumers. Plywood in India has matured from commodity to brand. Currently, Indian plywood industry is at a stage of consolidation with better pricing and customer experience. The Company has a wide range of product basket that spans across every price point catering to requirements of premium to mass segment consumers.
Your Company continues to retain and reinforce its market share under organised sector with a pan India distribution network comprising of distributors/dealers and retailers. Your Company makes eco-friendly and zero-emission (emits insignificant quantities of formaldehyde as per E-0 and E-1 formaldehyde emission criteria) plywood in an effort to reduce its carbon footprint, Greenply manufactures specialty plywood for varied applications, including railways, automobiles, and construction-specific architectural structures, Due to its excellent quality and performance, the super- strong, highly compressed plywood can be used in a variety of industries,
Product Expansion, Present Scenario and Business Outlook
The Company believes that the near term outlook is positive on account of its wide product portfolio, increased brand visibility, and consumer demand revival, Plywood market is one of the major verticals within the interior infrastructure segment, Your Company is currently operating primarily in the structural sphere of interior infrastructure domain with almost all the products in its basket catering to the structural needs of the diversified customersYour company also focused on the value-added products to improve margin,
Your Company remains optimistic due to the resilient demand in the residential sector and the shift towards organized segments, The government''s continued focus on infrastructure activities further opens opportunities for growth, Your Company has an ability to meet the growing demand and maintain the position as one of the leading plywood companies in India on the back of its core strengths, including innovative capabilities, strong brand presence, established distribution network, and diverse product portfolio, Your Company has implemented robust policies to streamline its operations and improve customer satisfaction, Moving ahead, your Company will continue prioritising improved credit control, faster turn around time for sales orders as a result of process automation to achieve optimum results,
The Board of Directors of the Company at its meeting held on 4th August, 2021, had approved acquisition of M/s, Greenply Speciality Panels Private Limited (formerly Baahu Panels Pvt, Ltd,), as a wholly owned subsidiary of the Company for setting-up of a new unit in Village: Sherpura, Taluka: Savli, District: Vadodara, Gujarat for manufacturing of Medium Density Fibreboard (MDF) under the said Wholly Owned Subsidiary, The commercial production of Medium-density Fibreboard (MDF) at the said new production unit has been commenced on May 5, 2023,
The Board of Directors of Greenply Industries Limited, at its meeting held on May 8, 2023, accorded its consent to enter into a Joint Venture agreement with SAMET B.V., a company duly incorporated under the laws of Netherlands and having its registered office at Weesperstraat 61, 1018 VN, Amsterdam, the Netherlands, for manufacturing and selling functional furniture hardware such as slide systems for wooden and metallic drawers, hinge systems, lift-up systems and other connection fittings etc, through a manufacturing facility in India, Greenply Industries Limited will invest an amount of approximately H 34 Crs in the joint venture over a period of next 4 years,
In this connection, the Board also approved incorporation of a Joint Venture (JV) Company in the name of "Greenply Samet India Private Limited" or such other name as mutually agreed by the Company and SAMET B,V. and as may be approved by the concerned Registrar of Companies, The said JV Company to be incorporated shall be on equal shareholding basis (1:1) as a private limited company in accordance with Indian laws,
The Company foresees robust growth marked by resurgence in demand from the real estate sector, Looking forward, your Company maintains a positive outlook for the plywood and allied product segment driven by the ongoing recovery in the real estate sector and consumer shift towards branded products, This will be driven by consumer shift towards branded and eco-friendly products, rising affordability and urbanisation, Although the volatility in raw material costs prevails, the Company is confident of managing the situation and maintain the growth trajectory,
Subsidiaries and Joint Venture
Presently, your Company has two overseas wholly owned subsidiaries viz,(i) Greenply Holdings Pte, Ltd,, Singapore, which is holding the investment in Greenply Alkemal (Singapore) Pte, Ltd,, Singapore, (ii) Greenply Middle East Limited, Dubai, UAE, which is managing, controlling and holding investment in Greenply Gabon SA, Gabon, West Africa and also engaged in general trading business, Also, your Company has two Indian wholly owned subsidiary namely (i) Greenply Sandila Private Limited and (ii) Greenply Speciality Panels Private Limited (formerly Baahu Panels Private Limited),
Greenply Sandila Private Limited was incorporated on 24th May, 2021 for manufacturing of plywood and its allied products and Baahu Panels Pvt, Ltd, was acquired on 4th August, 2021 as a wholly owned subsidiary of the Company with objective for setting-up of a new unit in Village: Sherpura, Taluka: Savli, District: Vadodara, Gujarat for manufacturing of Medium Density Fibreboard (MDF),
Further, your Company has an overseas step-down wholly owned subsidiary viz, Greenply Gabon SA, Gabon, West Africa, (Subsidiary of Greenply Middle East Limited, Dubai, UAE) having manufacturing unit at Nkok SEZ in Gabon, West Africa, The same is engaged in the business of manufacturing and marketing of veneers,
Your Company also has one step-down overseas joint venture namely Greenply Alkemal (Singapore) Pte, Ltd, (a joint venture company of Greenply Industries Limited, India through its wholly owned subsidiary Greenply Holdings Pte, Ltd,, Singapore and Alkemal Singapore Pvt, Ltd,, Singapore) engaged in the business of trading and marketing of commercial veneers and panel products, Further, the joint venture company also control the Myanmar based company i,e, Greenply Industries (Myanmar) Pvt, Ltd,, which is engaged in the business of manufacturing and trading of veneer and lumber,
During the year review, no company has become or ceased to be subsidiaries, joint ventures or associate companies of the Company,
The statement in form AOC-1 containing the salient features of the financial statements of subsidiaries/associate companies/joint ventures pursuant to first proviso to subsection (3) of section 129 read with rule 5 of Companies (Accounts) Rules, 2014 is annexed to this Report,
Further, the contribution of Greenply Holdings Pte, Ltd,, Singapore, Greenply Middle East Limited (U,A,E,), Greenply Gabon S,A, (West Africa) (wholly owned subsidiary of Greenply Middle East Limited), Greenply Speciality Panels Private Limited (India) and Greenply Sandila Private Limited (India) and Greenply Alkemal (Singapore) Pte, Ltd,, Joint Venture to overall performance of the Company during the year under review is as mentioned below:
|
Net assets (total assets minus total liabilities) |
Share in profit or loss |
||||||
|
As % of consolidated net assets |
J in Lakhs |
As % of consolidated profit or loss |
J in Lakhs |
||||
|
Holding Company |
|||||||
|
Greenply Industries Limited |
97.77% |
62,948,22 |
119,59% |
10,934,52 |
|||
|
Subsidiaries: |
|||||||
|
Indian |
|||||||
|
Greenply Sandila Private Limited |
0,74% |
477.36 |
5,54% |
506,23 |
|||
|
Greenply Speciality Panels Private Limited |
-0,91% |
(588,01) |
-4,67% |
(426,72) |
|||
|
Foreign |
|||||||
|
Greenply Holdings Pte, Limited |
-2,58% |
(1,660,96) |
-0,10% |
(8,76) |
|||
|
Greenply Middle East Limited A |
3,66% |
2,355,27 |
-15,93% |
(1,457.60) |
|||
|
Joint venture: |
|||||||
|
Foreign |
|||||||
|
Greenply Alkemal (Singapore) Pte, Limited |
-0,99% |
(640,07) |
-22,70% |
(2,075,21) |
|||
|
Non-controlling interests in all subsidiaries |
0,00% |
- |
0,00% |
- |
|||
|
Adjustment arising out of consolidation |
2,31% |
1,489,96 |
18,27% |
1,670,72 |
|||
|
At 31 March 2023 |
100.00% |
64,381.77 |
100.00% |
9,143.18 |
|||
|
Share in other comprehensive income |
Share in total comprehensive income |
||||||
|
As % of consolidated other comprehensive income |
J in Lakhs |
As % of consolidated profit or loss |
J in Lakhs |
||||
|
Holding Company |
|||||||
|
Greenply Industries Limited |
15,14% |
38,03 |
116,80% |
10,972,55 |
|||
|
Subsidiaries: |
|||||||
|
Indian |
|||||||
|
Greenply Sandila Private Limited |
0,00% |
(0,17) |
5,53% |
506,06 |
|||
|
Greenply Speciality Panels Private Limited |
0,00% |
0,38 |
-4,66% |
(426,34) |
|||
|
Share in other comprehensive income |
Share in total comprehensive income |
|||
|
As % of consolidated other comprehensive income |
J in Lakhs |
As % of consolidated profit or loss |
J in Lakhs |
|
|
Foreign |
||||
|
Greenply Holdings Pte. Limited |
-0.48% |
(1.21) |
-0.11% |
(9.97) |
|
Greenply Middle East Limited A |
85.34% |
214.21 |
-13.25% |
(1,243.39) |
|
Joint venture: |
||||
|
Foreign |
||||
|
Greenply Alkemal (Singapore) Pte. Limited |
0.00% |
- |
-22.09% |
(2,075.21) |
|
Non-controlling interests in all subsidiaries |
0.00% |
- |
0.00% |
- |
|
Adjustment arising out of consolidation |
0.00% |
- |
17.78% |
1,670.72 |
|
At 31 March 2023 |
100.00% |
251.24 |
100.00% |
9,394.42 |
|
a includes a wholly owned step-down subsidiary Company - Greenply Gabon SA |
||||
of seven (7) years or more had been transferred to the Investor Education and Protection Fund ("IEPF") of the Central Government from time to time. Out of this, during 2021-22, one shareholder, whose shares were transferred to the De-mat account of IEPF Authority, claimed and received his 2000 shares from IEPF Authority.
|
Year of |
No. of Equity |
No. of |
Balance lying |
|
Transfer of |
Shares |
shares |
in IEPF De- |
|
Equity Shares |
Transferred |
claimed |
mat account |
|
to IEPF |
to IEPF |
from IEPF |
|
|
2017-18 |
30,185 |
- |
36,012 |
|
2019-20 |
7,000 |
- |
|
|
2020-21 |
614 |
- |
|
|
2021-22 |
- |
2,000 |
|
|
2022-23 |
213* |
- |
|
|
Total |
38,012 |
2000 |
36,012 |
* Due to some technical issue, out of total 213 equity shares, transfer of 80 equity shares to IEPF De-mat account was completed in April 2023.
|
Financial Year ended |
Date of declaration of dividend |
Due Date for transfer to IEPF |
|
31.03.2015 |
25.08.2015 |
30.09.2022 |
|
31.03.2016 |
23.08.2016 |
28.09.2023 |
|
31.03.2017 |
21.08.2017 |
26.09.2024 |
|
31.03.2018 |
28.08.2018 |
03.10.2025 |
|
31.03.2019 |
30.09.2019 |
05.11.2026 |
|
31.03.2020 |
30.09.2020 |
05.11.2027 |
|
31.03.2021 |
15.09.2021 |
21.10.2028 |
|
31.03.2022 |
21.09.2022 |
27.10.2029 |
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 21st September, 2022 (date of previous Annual General Meeting) on the Company''s website httpsV/www.greenply. com/investors and on the website of the Ministry of Corporate Affairs.
Further, as per the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, (hereinafter referred to as the IEPF Rules, 2016) read with Section 124 of the Companies Act, 2013, in addition to the transfer of the unpaid or unclaimed dividend to Investor Education and Protection Fund (hereinafter referred to as "IEPF"), the Company shall be required to transfer the underlying shares on which dividends have remained unpaid or unclaimed for a period of seven consecutive years to IEPF Demat Account. Accordingly, till date total 38,012equity shares, as detailed below, in respect of which dividend was unpaid or unclaimed for a consecutive period
Consolidated financial statements
For the period under review, the Company has consolidated the financial statements of its wholly owned subsidiaries viz, Greenply Holdings Pte, Ltd,, Singapore, Greenply Middle East Limited, Dubai (UAE), Greenply Sandila Private Limited, India and Greenply Speciality Panels Private Limited (formerly Baahu Panels Private Limited), India, In accordance with Section 136(1) of the Companies Act, 2013, 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.grRRnply.com/investors. Further, as per the said section, audited annual accounts of the subsidiary companies and Joint Venture Company have also been placed on the website of the Company, www.grRRnply.com/investors. Shareholders interested in obtaining a physical copy of the audited annual accounts of the subsidiary companies and Joint Venture Company may write to the Company Secretary at the Company''s registered office. A statement containing salient features of the financial statements of subsidiary/ associate companies/joint venture in form AOC -1 is annexed to this Report.
During the year, "Credit Analysis and Research Ltd. (CARE)"and "India Ratings & Research" have re-affirmed our external credit rating for both long term and short-term borrowings as detailed below:
|
Rating Agency |
Instrument |
Rating |
|
CARE |
Banking Facilities - Long Term |
CARE AA- |
|
CARE |
Banking Facilities - Short Term |
CARE A1 |
|
India Ratings & Research |
Banking Facilities - Long Term |
IND AA- |
|
India Ratings & Research |
Banking Facilities - Short Term |
IND A1 |
|
India Ratings & Research |
Short Term Debt (including Commercial Paper) |
IND A1 |
|
Above credit rating reflects Company''s commitment and capability to persistent growth through prudence and focus on financial discipline. |
||
Your Directors recommend a final dividend of 50% i.e. Re. 0.50 per equity share (compared to previous year of 50% i.e.Re.0.50 per equity share of Re.1/-each) on the equity shares of the Company of Re.1/- each for financial year 2022-2023.
The dividend payment is subject to approval of members at the ensuing Annual General Meeting. The dividend pay-out is in accordance with the Dividend Distribution Policy of the Company adopted by the Board of Directors in their meeting held on July 25, 2016 and amended on February 8, 2019. The Dividend Distribution Policy of the Company is annexed to this
Report and also has been uploaded on the website of the Company available at the weblink at httpsV/www.greenply. com/assRts/invRstors/11/original/Dividend Distribution Policv.pdf?1564572436
No amount has been proposed to be transferred to the General Reserve during the Financial Year 2022-23.
Details of the transfer(s) to the IEPF
Pursuant to the provisions of the Companies Act, 2013, dividends that are unpaid/ unclaimed for a period of seven years are required to be transferred by the Company to the Investor Education and Protection Fund (IEPF) administered by the Central Government. Given below are the dates of declaration of dividend and corresponding dates when unpaid/unclaimed dividends are due for transfer to IEPF:
Details of above shares are available in the Company''s website and can be viewed at www.grRenplv.com
The members who have a claim for the dividends and shares already transferred to IEPF may claim the same 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 enumerated in the Form No. IEPF-5. No claims shall lie against the Company in respect of the dividend and shares so transferred.
During the year under review, the Nomination and Remuneration Committee of the Board of Directors of the Company issued and allotted equity shares of face value of Re. 1/- each (fully paid-up) as detailed below from time to time to the eligible employees of the Company for cash at a price of H 55/- per equity share (including a premium of H 54/- per share), aggregating to H 1,36,95,000/-under Greenply Employee Stock Option Plan 2020 ("ESOP 2020"/ "Plan"). Accordingly, the equity share capital of the Company was increased from H 12,26,27,395/-(12,26,27,395 equity shares of Re.1 each) to H 12,28,76,395/- (12,28,76,395 equity shares of Re.1 each).
|
Sr. |
Date of allotment |
No. of shares allotted |
|
No. |
under ESOP 2020 |
|
|
1. |
16.05.2022 |
1,89,250 |
|
2. |
05.08.2022 |
47,250 |
|
3. |
07.11.2022 |
8,750 |
|
4. |
13.02.2023 |
3,750 |
|
TOTAL |
2,49,000 |
De-mat Suspense Account/Unclaimed Suspense Account
The details with respect to de-mat suspense account / unclaimed suspense account are as follows:
|
Sl. No. |
Particulars |
No. of shareholders |
Outstanding Shares |
|
1. |
Aggregate number of shareholders and the outstanding shares in the Suspense Account lying as on April 1, 2022; |
5 |
3020 |
|
2. |
Shareholders who approached the Company for transfer of shares from Suspense Account during the year; |
NIL |
NIL |
|
3. |
Shareholders to whom shares were transferred from the Suspense Account during the year; |
NIL |
NIL |
|
4. |
Shareholders whose shares are transferred to the demat account of the IEPF Authority as per Section 124 of the Act |
2 |
20 |
|
5. |
Aggregate number of shareholders and the outstanding shares in the Suspense Account lying at the end of the year; |
3 |
3000 |
The voting rights on the shares outstanding in the "Greenply Industries Limited - Unclaimed Suspense Account" as on March 31, 2023 shall remain frozen till the rightful owner of such shares claims the shares.
Directors and Key Managerial Personnel
In accordance with the provisions of the Companies Act, 2013 and the Articles of Association of the Company, Mr. Sanidhya Mittal [Din-06579890], Joint Managing Director of the Company, will retire by rotation at the ensuing Annual General Meeting and is eligible for re-appointment. The details of Mr. Sanidhya Mittal [Din-06579890] as required under Listing Regulations and SS-2 has been provided in the notice of 33rd AGM and Corporate Governance Report.
None of the Directors of your Company is disqualified under the provisions of Section 164(2)(a)&(b) of the Companies Act, 2013 and a certificate dated 10thApril, 2023 received from a Practising Company Secretary Ms. Nidhi Bagri, Proprietor of Nidhi Bagri & Company certifying that none of the directors on the Board of the Company has been debarred or disqualified from being appointed or continuing as directors of the companies by the Securities and Exchange Board of India, Ministry of Corporate Affairs or any such other Statutory Authority is annexed to the Corporate Governance Report.
All the Independent Directors of the Company have complied with the requirement of inclusion of their names in the Data bank of Independent Directors maintained by Indian Institute of Corporate Affairs. Mr. Vinod Kumar Kothari, Mr. Susil Kumar Pal and Ms. Sonali Bhagwati Dalal are not required to pass the online proficiency selfassessment test as per the first proviso of Rule 6(4) of the Companies (Appointment and Qualification of Directors) Rules, 2014 whereas Mr. Upendra Nath Challu and Ms. Vinita
Bajoria has successfully qualified the online proficiency self-assessment test for Independent Director''s Databank. Further, in the opinion of the Board of Directors, the Independent Directors of the Company are persons of integrity and possess relevant expertise and experience.
None of the Directors or Key Managerial Personnel were appointed or resigned from the Company during the year under review.
Declaration by Independent directors
For the financial year 2022-23, all the Independent Directors of the Company have given their declarations to the Company that they meet the criteria of independence as provided in Section 149(7) read with Section 149(6) of the Companies Act, 2013 and Regulation 16 of Listing Regulations.
Meetings of the Board of Directors
Six(6) Board Meetings were held during the financial year ended 31st March, 2023. The details of the Board Meetings with regard to their dates and attendance of each of the Directors there at have been provided in the Corporate Governance Report.
Pursuant to the provisions of the Companies Act, 2013 and Listing Regulations, the Board has carried out the annual performance evaluation of the Directors individually as well as evaluation of the working of the Board as a whole and of the Committees of the Board, by way of individual and collective feedback from Directors.
Pursuant to Para VII of Schedule IV of the Companies Act, 2013 (Act, 2013'') and applicable provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (''Listing Regulations''), a meeting of the Independent Directors (''IDs'') of the Company was convened on 20thMarch,2023 to perform the following:
⢠review the performance of the Chairperson of the Company, taking into account the views of executive directors and non-executive directors;
⢠review the performance of non-independent directors and the Board as a whole;
⢠assess 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
Further, the Nomination and Remuneration Committee also evaluated the performance of all the directors of the Company.
The overall recommendations based on the evaluation were discussed by the Board. It was noted that the Board Committees function professionally and smoothly, and besides the Board Committees'' terms of reference as mandated by law, important issues are brought up and discussed in the respective Board Committees. Progress on recommendations from last year and the current year''s recommendations were discussed. Apart from the other key matters, the aspects of succession planning and committee composition were also discussed.
The criteria for evaluation are briefly provided below:
a. For Independent Directors:
- General parameters
- Roles& responsibilities to be fulfilled as an Independent director
- Participation in Board process.
b. For Executive & Non-executive Directors:
- Governance
- Strategy
- Stakeholder focus
- Communication& influence
- Quality or capability
- Performance improvement
- Financial & risk awareness
The result of review and evaluation of performance of Board, it''s Committees and of individual Directors was found to be satisfactory.
The details of the familiarisation programme undertaken during the year have been provided in the Corporate Governance Report along with the web link thereof.
As per the provisions of Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 including any amendment thereof, the Company is required to disclose the following information in the Board''s Report.
|
(a) ratio of the remuneration of each director to the median remuneration of the employees of the Company for the financial year 2022-23; |
||
|
Name |
Designation |
Ratio to median remuneration of employees |
|
Mr. Rajesh Mittal |
Chairman cum Managing Director |
285.63 |
|
Mr. Sanidhya Mittal |
Joint Managing Director |
111.40 |
|
Mr. Manoj Tulsian |
Joint Managing Director & Chief Executive Officer |
320.95 |
|
Mr. Susil Kumar Pal |
Independent Director |
7.24 |
|
Mr. Vinod Kumar Kothari |
Independent Director |
7.24 |
|
Ms. Sonali Bhagwati Dalal |
Independent Director |
7.24 |
|
Mr. Upendra Nath Challu |
Independent Director |
7.24 |
|
Ms. Vinita Bajoria |
Independent Director |
7.24 |
|
(b) percentage increase in remuneration of each director, Chief Financial Officer, Chief Executive Secretary or Manager, if any, in the financial year 2022-23; |
Officer, Company |
|
|
Name |
Designation |
% Increase |
|
Mr. Rajesh Mittal |
Chairman cum Managing Director |
-1% |
|
Mr. Sanidhya Mittal |
Joint Managing Director |
-3% |
|
Mr. Manoj Tulsian |
Joint Managing Director & Chief Executive Officer |
28% |
|
Mr. Susil Kumar Pal |
Independent Director |
0% |
|
Mr. Vinod Kumar Kothari |
Independent Director |
0% |
|
Ms. Sonali Bhagwati Dalal |
Independent Director |
0% |
|
Mr. Upendra Nath Challu |
Independent Director |
0% |
|
Ms. Vinita Bajoria* |
Independent Director |
- |
|
Mr. NitinkumarDagdulal Kalani* |
Chief Financial Officer |
- |
|
Mr. Kaushal Kumar Agarwal |
Company Secretary & Vice President-Legal |
12% |
|
* The % change in remuneration is not comparable as the said Director and Chief Financial Officer appointed during the previous financial year and held the position for a part of the previous financial year. |
||
(c) percentage increase in the median remuneration of employees in the financial year 2022-23;
-1.99%
(d) number of permanent employees on the rolls of Company;
2596
(e) average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration;
-9.91% (non-Managerial personnel) 11.26% (Managerial Personnel)
(f) We hereby affirm that the remuneration paid to the Executives is as per the Remuneration Policy of the Company approved by the Board of Directors.
(g) Managing Directors and Whole-time Directors of the Company do not receive any commission from its subsidiary companies.
All elements of remuneration package as required under Listing Regulations have been provided in the Corporate Governance Report.
Statutory Auditors and their report
The Shareholders of the Company at their 32ndAnnual General Meeting held on 21.09.2022, approved appointment of M/s. B S R & Co. LLP, Chartered Accountants (ICAI Firm Registration No. 101248W/W-100022) as the Statutory
Auditors of the Company to hold office for a further term of 5 (five) consecutive years i.e. from the conclusion of 32nd Annual General Meeting, until the conclusion of the 37th Annual General Meeting to be held in Financial Year 2027.
The Notes on Financial Statements referred to in the Auditors'' Report are self-explanatory and, therefore, do not call for further clarification. The Statutory Auditor''s Report for Financial Year ended March 31, 2023 does not have any qualification and adverse remark.
During the year under review, cost audit was not applicable to the Company.
The Company has in-house Internal Audit team headed by qualified and experienced Executives. The scope, functioning, periodicity and methodology for conducting internal audit were approved by the Board of Directors and reviewed by the Audit Committee from time to time. Further, the Audit committee discussed and reviewed the adequacy of internal audit function, including the structure of the internal audit department, staffing and seniority of the official, heading the department, reporting structure coverage and frequency of internal audit.
Secretarial Auditors & their Report
Pursuant to the provisions of Section 204 of the Act, read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors of the Company has appointed M/s. Nidhi Bagri & Company, Practising Company Secretary (Membership No. ACS 24765/ COPNo.9590), Kolkata, to conduct Secretarial Audit for the
financial year 2022-2023. The Secretarial Audit Report of M/s. Nidhi Bagri & Company, Practising Company Secretary, in Form MR-3, for the financial year ended 31st March, 2023, is annexed to this report. The Secretarial Auditor''s report does not contain any qualifications, reservations, or adverse remarks or disclaimer.
The Secretarial Audit Report of M/s. Nidhi Bagri & Company, Practising Company Secretary, in Form MR-3, for the financial year ended 31st March, 2023, is annexed to this report. The Secretarial Auditor''s report does not contain any qualifications, reservations, or adverse remarks or disclaimer.
Secretarial Audit of Material Unlisted Subsidiary Company
M/s. DKS & Co., Practising Company Secretaries, had undertaken the Secretarial audit of the Company''s material subsidiary, Greenply Speciality Panels Private Limited (formerly known as Baahu Panels Private Limited), for the financial year 2022-23. The Secretarial Audit report confirms that the material subsidiary has complied with the provisions of the Companies Act, Rules, Regulations and Guidelines as applicable, and that there were no deviations or noncompliance. As required under Regulation 24A of the SEBI Listing Regulations, the report of the Secretarial Audit is annexed to this report. The observations of Secretarial Auditors mentioned in the Secretarial Audit Report of said material subsidiary are self-explanatory.
Disclosure on Employee Stock Option Plan/ Scheme
The members of the Company, with a view to motivate the key work force seeking their contribution to the corporate
growth, to create an employee ownership culture, to attract new talents, and to retain them for ensuring sustained growth, passed the resolutions through postal ballot including e-voting on 15th October, 2020 for approval of ESOPs) and 23rd December, 2020 for modification and introducing ''Greenply Employee Stock Option Plan 2020'' ("ESOP 2020"/"Plan").
The resolutions also accorded approval to the Board of Directors / Nomination and Remuneration Committee of the Company to create, grant and vest from time to time, in one or more tranches, not exceeding 54,00,000 (Fifty-four lakhs only) employee stock options, to or for the benefit of such person(s) who are in permanent employment of the Company and its subsidiary company(ies).
The Nomination and Remuneration Committee at its meeting held on 17th March 2021, approved the grant of 13,44,500 stock options exercisable into 13,44,500 Equity Shares of Re.1/- each of the Company to the eligible employees including Joint Managing Director & CEO. Further, the Nomination and Remuneration Committee at its meeting held on 16th March 2022, approved the grant of 10,00,000 stock options exercisable into 10,00,000 Equity Shares of Re.1/- each of the Company to the Joint Managing Director & CEO of the Company. The Nomination and Remuneration Committee at its meeting held on 20th March, 2023, approved further grant of up to 3,03,240 stock options exercisable into 3,03,240 Equity Shares of Re. 1 each of the Company. ESOP 2020 is in compliance with the applicable provisions of the Companies Act, 2013 and the Rules issued thereunder, SEBI (Share Based Employee Benefits & Sweat Equity) Regulations, 2021 and other applicable regulations, if any.
|
The disclosures as required under Companies (Share Capital and Debentures) Rules, 2014 and Employee Benefit Regulations as on 31st March 2023is as under: |
|
|
Number of Options outstanding at the beginning of the year (01.04.2022) |
21,12,750 |
|
Options granted during the financial year 2022-23 |
3,03,240 |
|
Options vested during the financial year 2022-23 |
9,82,250 |
|
Options exercised during the financial year 2022-23 |
4,80,250 |
|
The total number of shares arising as a result of exercise of option during the year 2022-23 |
2,49,000 |
|
Options lapsed during the year 2022-23 |
21,250 |
|
Exercise Price (H) |
55 |
|
Variation of terms of options during the year 2022-23 |
No variation |
|
Money realized by exercise of options during the year 2022-23 |
INR 2,64,13,750 |
|
Number of options outstanding at the end of the year 31.03.2023 |
19,14,490 |
|
Number of options exercisable at the end of the year 31.03.2023 |
8,11,250 |
|
Employee wise details of options granted to: |
|
|
1. Senior managerial personnel: |
|
|
a) Mr. Raman Kumar Poddar (SMP) |
30,000 |
|
b) Mr. Srinivas Tata (SMP) |
30,000 |
|
c) Mr. Manish Bhatia (SMP) |
30,000 |
|
d) Mr. Gourav Khandelwal (SMP) |
25,000 |
|
e) Mr. Gautam Jain (SMP) |
20,000 |
|
f) Mr. Partha Nath (SMP) |
15,000 |
|
g) Mr. Dinesh Gupta (SMP) |
15,000 |
|
h) Mr. Yatnesh Pandey (SMP) |
18,000 |
|
i) Mr. Indranil Roy (SMP) |
10,000 |
|
j) Mr. Narendra Kumar Puhan (SMP) |
10,000 |
|
k) Mr. Nagendra Acharya |
10,000 |
|
l) Ms. Shalu Bhola |
15,000 |
|
2. Any other employee who receives a grant of options in any one year of option amounting to five percent or more of options granted during the year 2022-23 |
Nil |
|
3. Identified employees who were granted option, during any one year, equal to or exceeding one percent of the issued capital (excluding outstanding warrants and conversions) of the company at the time of grant during the year 2022-23. |
Nil |
Audit Committee
As on 31st March,2023, the Company''s Audit Committee comprises of three Non-Executive Independent Directors viz. Mr. Susil Kumar Pal, Mr. Vinod Kumar Kothari and Mr. Upendra Nath Challu and one Executive-Promoter Director viz. Mr. Rajesh Mittal. The Committee inter-alia reviews the Internal Control System, reports of Internal Auditors, compliance of various regulations and evaluates the internal financial controls and risk management system of the Company. The Committee also reviews at length the Financial Statements and results before they are placed beforethe Board. The terms of reference of the Audit Committee and other details have been provided in the Corporate Governance Report. During 2022-2023, five meetings of the Audit Committee were held i.e. on 16th May, 2022, 5th August, 2022, 22nd August, 2022, 7th November, 2022, 13th February, 2023
Vigil mechanism
In pursuance to the provisions of section 177(9) & (10) of the Companies Act, 2013 and Regulation 22 of the Listing Regulations, ''Whistle Blower Policy'' to establish vigil mechanism for directors, employees and stakeholders or third party to report genuine concerns had been framed and implemented. This policy provides a process to disclose information, confidentially and without fear of victimization, where there is reason to believe that there has been serious malpractice, fraud, impropriety, abuse or wrong doing within the Company. The policy safeguards the whistle blowers to report concerns or grievances and also provides a direct access to the Chairman of the Audit Committee. During the year under review, none of the personnel has been denied access to the Chairman of the
There have been no material changes to the ESOP 2020 during the Financial Year and the scheme is in the compliance with the said regulations.
The certificate from M/s. Nidhi Bagri & Company, Practising Company Secretary (Membership No. ACS 24765/COP No.9590), Kolkata, Secretarial Auditors of the Company, for the financial year 2022-23, confirming that the scheme has been implemented in accordance with the aforesaid regulations and in accordance with the resolutions passed by the Members of the Company through postal ballot including e-voting, would be placed before the Members at the ensuing Annual General Meeting. A copy of the same will be available for inspection at the Company''s website and can be accessed on the weblink www.grRenplv.com/ investors
The disclosures on the scheme, details of options granted, changes to the scheme, if any, etc. are placed on the website of the Company as required under Employee Benefit Regulations read with SEBI Circular No. CIR/CFD/POLICY CELL/2/2015 dated 16th June, 2015 and can be accessed on the weblink www.grRRnplv.com/investors.
In line with the Indian Accounting Standards ("Ind AS") 102 on ''Share Based Payments'' issued by the Ministry of Corporate Affairs in consultation with Accounting Standards Board (ASB) of the Institute of Chartered Accountants of India ("ICAI") and the National Advisory Committee on Accounting Standards, your Company has computed the cost of equity settled transactions by using the fair value of the options at the date of the grant and recognized the same as employee compensation cost over the vesting period. Further detailsas required under SEBI (Share Based Employee Benefits & Sweat Equity) Regulations, 2021are disclosed in the notes to the financial statements forming part of the Annual report.
Audit Committee. The policy has been uploaded on the website of the Company and is available at the weblink at https://www.grRRnplv.com/assRts/investors/722/original/ Vigil Mechanism Policy %281%29.pdf?1682402162
Nomination and Remuneration Committee
As on 31st March,2023, the Company''s Nomination and Remuneration Committee comprises of four NonExecutive Independent Directors viz. Mr. Susil Kumar Pal, Mr. Vinod Kumar Kothari, Mr. Upendra Nath Challu, Ms. Vinita Bajoria and one Executive-Promoter Director Mr. Rajesh Mittal(Chairman cum Managing Director). The terms of reference and other details of the Nomination and Remuneration Committee has also been provided in the Corporate Governance Report. During 2022-2023, five meetings of Nomination and Remuneration Committee were held i.e. on 16thMay, 2022, 5th August, 2022, 7th November, 2022, 13th February, 2023and 20th March, 2023
The Remuneration Policy of the Company is uploaded on the website of the Company which can be viewed at https://www.grRRnplv.com/assRts/investors/8/original/ Remuneration policv.pdf?1564572312
However, brief outline of the Remuneration Policy is as follows:
The Remuneration Policy applies to all the "Executives" of the Company. The Policy also helps the Company to attain Board diversity and creates a basis for succession planning. In addition, it is intended to ensure that-
a) the Company is able to attract, develop and retain high-performing and motivated Executives in a competitive international market;
b) the Executives are offered a competitive and market aligned remuneration package, with fixed salaries being a significant remuneration component, as permissible under the Applicable Law;
c) remuneration of the Executives are aligned with the Company''s business strategies, values, key priorities and goals.
In framing the aforesaid Remuneration Policy, the Nomination and Remuneration Committee ensures that a competitive remuneration package for all Executives is maintained and is also benchmarked with other multinational companies operating in national and global markets.
The nomination of the Independent Directors of the Company shall be in accordance with the principles as stated under the said Policy.
The assessments for Functional Heads are done on the basis of below parameters by the concerned interview panel of the Company -
a) Competencies
b) Capabilities
c) Compatibility
d) Commitment
e) Character
f) Strong interpersonal skills
g) Culture among others.
The various remuneration components would be combined to ensure an appropriate and balanced remuneration package.
The five remuneration components are -
¦ fixed remuneration (including fixed supplements)
¦ performance based remuneration (variable salary)
¦ pension schemes, where applicable
¦ other benefits in kind
¦ severance payment, where applicable
The fixed remuneration is determined on the basis of the role and position of the individual, including professional experience, responsibility, job complexity and local market conditions.
The performance-based remuneration motivates and rewards high performers who significantly contribute to sustainable results, perform according to set expectations for the individual in question, and generates stakeholder value within the Group.
Any fee/remuneration payable to the Non-Executive directors of the Company shall abide by the following norms -
i. If any such director draws or receives, directly or indirectly, by way of fee/remuneration any such sums in excess of the limit as prescribed or without the prior sanction, where it is required, under the Applicable law such remuneration shall be refunded to the Company and until such sum is refunded, hold it in trust for the Company. The Company shall not waive the recovery of any sum refundable to it;
II. Such directors may receive remuneration by way of fee for attending meetings of the Board or Committee thereof or for any other purpose whatsoever as may be decided by the Board, as permissible under Applicable law;
III. An Independent director shall not be entitled to any stock option and may receive remuneration only by way of fees and reimbursement of expenses for participation in meetings of the Board or Committee thereof and profit related commission, as may be permissible by the Applicable law.
Stakeholders Relationship Committee
As on 31st March, 2023, the Stakeholders Relationship Committee comprises two executive Promoter Directors viz. Mr. Rajesh Mittal and Mr. Sanidhya Mittal, and one NonExecutive Independent Director viz. Mr. Susil Kumar Pal. The detailed terms of reference and other details of the Committee has been provided In the Corporate Governance Report. During 2022-2023, four meetings of Stakeholders Relationship Committee were held on 16thMay, 2022, 5th August, 2022, 7th November, 2022 and 13th February, 2023
The Company recognizes that risk Is Inherent to any business activity and that managing risk effectively Is critical for the immediate and future success of any organisation. Pursuant to Regulation 21 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (''SEBI LODR'') the Company has a Risk Management Policy to identify, evaluate risks and opportunities. This framework seeks to create transparency, minimize the adverse consequence of risks on business objectives, enhance the Company''s competitive advantage and assist In decision making process. On the basis of risk assessment criteria, your Company has Identified risks as minor/moderate/ important/material or severe depending on their Impact on turnover, profit after tax and return on capital employed. A risk library wherein the Company has allotted scores to the risks based on risk significance and risk likelihood. On the basis of risk scores the Company has identified few material risks for the organization. The risks scores were Initially done at the level of Operational Heads of Finance & Accounts, Sales, Production and HR and finally assessment was done based on scores given by an Internal committee of the Company. However, the risks are dynamic and the Company will be adding new risks and removing some of the existing risks as and when the Company develop solutions for the existing risks. Accordingly, the Company has in place a mechanism to identify, assess, monitor and mitigate various risks to key business objectives. The Audit Committee of the Board evaluates risks management system of the company on quarterly basis.
The Members of the Audit Committee at its Meeting held on 11th February, 2021 recommended to the Board to form a Risk Management Committee to give proper attention and time on the evaluation of Risk Management System/Policy of the Company.
Accordingly on 11th February, 2021 the Risk Management Committee was constituted, comprising of two executive directors Mr. Manoj Tulsian, Joint Managing Director & CEO, Mr. Sanidhya Mittal, Joint Managing Director and the Chief Financial Officer of the Company. Further, considering the SEBI (LODR) (Second Amendment) Regulations, 2021 issued on 5th May, 2021 bringing in various amendments In SEBI LODR, the Board of Directors had re-constituted the Risk Management Committee on 14th June, 2021. The Company''s Risk Management Committee currently comprises of, one Executive - Non Promoter Director, one Executive - Promoter Director, two Non-Executive Independent Directors and the Chief Financial Officer (CFO) of the Company. The Board of Directors also defined the terms of reference of the said Committee. During 202223, two meetings of the Risk Management Committee held on 5th August, 2022 and 30th January, 2023.
The Annual Return as required under Section 92 and Section 134 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. greenply.com/pdfs/Annual Return 2023.pdf
Material changes and commitments and change in the nature of business
Except as disclosed elsewhere In this Report, there have been no material changes and commitments affecting the financial position of the Company since the close of financial year I.e. since 31st March, 2023till the date of this Report. Further, it is hereby confirmed that there has been no change In the nature of business of the Company except as disclosed in this report.
Significant and material orders passed by the Regulators / Courts / Tribunals impacting the going concern status and the Company''s operations in future
Except as disclosed elsewhere In this Report, there Is no significant and material order has been passed by any Regulator/Court/Tribunals Impacting the going concern status and the Company''s operations In future.
The Directors had laid down Internal Financial Controls procedures to be followed by the Company which ensure compliance with various policies, practices and statutes In keeping with the organization''s pace of growth and increasing complexity of operations for orderly and efficient conduct of its business. The Audit Committee of the Board, from time to time, evaluated the adequacy and effectiveness of internal financial control of the Company with regard to:
1. Systems have been laid to ensure that all transactions are executed In accordance with management''s general and specific authorization. There are well-laid manuals for such general or specific authorization.
2. Systems and procedures exist to ensure that all transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles or any other criteria applicable to such statements, and to maintain accountability for aspects and the timely preparation of reliable financial information.
3. Access to assets is permitted only in accordance with management''s general and specific authorization. No assets of the Company are allowed to be used for personal purposes, except in accordance with terms of employment or except as specifically permitted.
4. The existing assets of the Company are verified/ checked at reasonable intervals and appropriate action Is taken with respect to any differences, If any.
5. Proper systems are In place for prevention and detection of frauds and errors and for ensuring adherence to the Company''s policies.
Further, the certificate from Joint Managing Director& CEO and Chief Financial Officer, In terms of Regulation 17(8) of the SEBI Listing Regulations, provided In this Annual Report, also certifies the adequacy of our Internal Control systems and procedures.
Your Company''s properties, Including building, plant, machineries and stocks, among others, are adequately insured against risks.
Particulars of loans/advances/investments as required under Schedule V of the Listing Regulations
The details of related party disclosures with respect to loans/advances/investments at the year end and maximum
outstanding amount thereof during the year as required under Part A of Schedule V of the Listing Regulations have been provided In the notes to the Financial Statements of the Company. Further, there was no transaction with person or entity belonging to the promoter/promoter group which hold(s) 10% or more shareholding In the Company as per Para 2A of the aforesaid Schedule.
Loans/advances, guarantee and investments under Section 186 of the Companies Act, 2013
Details of loans/advances granted, guarantees given and investments made during the year under review, covered under the provisions of Section 186 of the Companies Act, 2013 are disclosed in the financial statements attached to this annual report.
Amount outstanding as at 31st March, 2023
|
Particulars |
Amount (H in lacs) |
|
Loans given |
9,810.86 |
|
Investments made |
23,123.86 |
|
Guarantee given |
56,628.96 |
During the Financial Year 2022-23, the Company did not invite, accepted or renewed any public deposits under the Companies Act, 2013 including applicable rules made there under. As such, no amount on account of principal or Interest on public deposits was outstanding as on the date of the Balance Sheet.
The Equity Shares of the Company are listed on the BSE Limited (BSE) with scrip code No. 526797 and on National Stock Exchange of India Limited (NSE) with scrip symbol GREENPLY. The Company confirms that the annual listing fees to both the stock exchanges for the financial year 2022-23 have been duly paid.
There have been no materially significant related party transactions undertaken by the Company which may have potential conflict with the interest of the Company. Related party transactions that were entered into during the year under review were on arm''s length basis and were in ordinary course of business. The Particulars of material related party transaction, If any, are provided In Form AOC-2 as required under section 134(3)(h) of the Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014. Further, suitable disclosure as required by the
Accounting Standards (ind AS 24) has been made in the notes to the Financial Statements.
The Board has approved a policy for related party transactions which has been uploaded on the Company''s website. The web link as required under Listing Regulations is as under: https://www.greenply.com/assets/investors/5/ original/related party transactions policy 14022022. pdf?1646389354
Your Company is committed to observe good Corporate Governance practices. The report on Corporate Governance for the financial year ended March 31, 2023, as per Regulation 34(3) read with Schedule V of the Listing Regulations forms part of this Annual Report and annexed to this Report. The requisite certificate from M/s. Nidhi Bagri & Company, practicing company secretary (Membership No. ACS 24765/ COP No. 9590), Kolkata confirming compliance with the conditions of corporate governance, is attached to this Annual Report.
Management Discussion and Analysis Report
The Report on Management Discussion and Analysis Report in terms of Regulation 34, read with Schedule V of the Listing Regulations, forms part of this Annual Report and is annexed to this Report. Certain Statements in the said report may be forward looking. Many factors may affect the actual results, which could be different from what the Directors envisage in terms of the future performance and outlook.
Policy on Prevention of Sexual Harassment of Women at Workplace
The Company has in place a Policy on prevention of Sexual Harassment in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition &Redressal) Act, 2013.
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.
No complaint was filed under the Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013 during the year under review.
Conservation of energy, technology absorption, foreign exchange earnings and outgo
The particulars related to the 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 annexed to this Report.
Application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016
As on 31stMarch, 2023, no application has been made or no proceedings are pending under the insolvency and Bankruptcy Code, 2016.
Corporate Social Responsibility
As on 31st March, 2023, the Corporate Social Responsibility Committee (CSR Committee) comprises two executive Promoter Directors viz. Mr. Rajesh Mittal and Mr. Sanidhya Mittal and three Non-Executive independent Directors viz. Mr. Vinod Kumar Kothari, Mr. Upendra Nath Challu and Ms. Vinita Bajoria. The terms of reference of the Committee have been provided in the Corporate Governance Report. During 2022-23, four meetings of CSR Committee were held i.e. on 16thMay, 2022, 5th August, 2022, 7th November, 2022 and 13th February, 2023. The CSR Committee has formulated a Corporate Social Responsibility Policy (CSR Policy) indicating the activities to be undertaken by the Company, which has also been approved by the Board. The CSR Policy may be accessed on the Company''s website at the link https://www.greenply.com/assets/investors/518/ original/Corporate Social Responsibility Policy. pdf?1627109345
The salient features of the CSR Policy of the Company are as below:
1. Vision: The Company''s CSR Vision is "improving lives in pursuit of collective development and environmental sustainability". This vision should encompass all CSR activities of the Company.
2. Mission: The Company''s CSR Mission is primarily to pursue initiatives directed towards enhancing welfare of society based on long term social and environmentally sustainable CSR activities.
3. The Company recognises the need to carry business in accordance with principles of sustainability, balance and equity. it strives to enhance corporate value while achieving a stable and long-term growth for the benefit of stakeholders. The Company also encourages its directors and employees to recommend meaningful CSR projects that may be taken up by the Company.
4. The CSR activities carried by the Company are either identified by the CSR Committee of the Company or as recommended by various stakeholders. The Company either undertakes the activities itself or through some
external agency in compliance with the provisions of Section 135 of the Companies Act, 2013 read with Companies (CSR Policy) Rules, 2014.
5. The CSR Committee shall periodically monitor and evaluate the performance of the Projects and seek statements and reports from the CSR Cell on the progress of each of CSR projects from time to time. A certificate shall be obtained from CFO or the person responsible for financial management that the funds disbursed have been utilised for the purpose and in the manner as approved. in case of Ongoing Projects, the Board of the Company shall monitor the implementation of the Project with reference to the approved timelines and year-wise allocation and shall be competent to make modifications, if any, for smooth implementation of the project within the overall permissible time period.
6. The Company has chosen some of the projects as mentioned in Schedule Vii of the Companies Act, 2013 as its Priority Projects which are as below:
a) eradicating hunger, poverty and malnutrition, promoting health care including preventive health care and sanitation including contribution to the Swach Bharat Kosh set-up by the Central Government for the promotion of sanitation and making available safe drinking water;
b) promoting education, including special education
and employment enhancing vocation skills especially among children, women, elderly, and the differently abled and livelihood enhancement projects;
c) promoting gender equality, empowering women, setting up homes and hostels for women and orphans; setting up old age homes, day care centres and such other facilities for senior citizens and measures for reducing inequalities faced by socially and economically backward groups;
d) ensuring environmental sustainability, ecological balance, protection of flora and fauna, animal welfare, agroforestry, conservation of natural resources and maintaining quality of soil, air and water including contribution to the Clean Ganga Fund set-up by the Central Government for rejuvenation of river Ganga;
e) training to promote rural sports, nationally recognised sports, Paralympic sports and Olympic sports;
f) disaster management, including relief, rehabilitation
and reconstruction activities.
7. The Company shall approve Annual Action Plan every year covering list of activities to be undertaken, manner of execution, utilisation of funds, monitoring etc. impact assessment of CSR activities will be undertaken if the conditions specified in the Policy and under the Companies (CSR Policy) Rules, 2014 in this regard is fulfilled.
Further, the CSR activities carried out during the Financial Year ended 31st March, 2023 in the format prescribed under Rule 9 of the Companies (Accounts) Rules, 2014 including amendment thereof, is annexed to this Report.
Directors'' Responsibility Statement
in terms of provisions of Section 134(3)(c) and Section 134(5) of the Companies Act, 2013, your directors state that:
(i) in preparation of the Annual Accounts for the financial year ended March 31, 2023, the applicable Accounting Standards have been followed along with proper explanation relating to material departures;
(ii) the Directors had selected such Accounting Policies as listed in the Financial Statements 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 as on March 31, 2023and of the profits 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, 2013 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;
(v) the directors have 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.
Pursuant to the Listing Regulations, the Joint Managing Director & CEO and CFO certification is attached with the Annual Report. The Joint Managing Director & CEO
the aforesaid exclusion only and all other information as required under applicable law form part of this Report without any exclusion.
General Disclosure
During the year, there were no transactions requiring disclosure or reporting in respect of matters relating to:
a. issue of equity shares with differential rights as to dividend, voting or otherwise;
b. raising of funds through preferential allotment or qualified institutions placement;
c. instance of one-time settlement with any bank or financial institution.
and the Chief Financial Officer also provides a quarterly certification on financial results while placing the financial results before the Board for approval in terms of the Listing Regulations.
Code of Conduct for Directors and senior management personnel
The Code of Conduct for Directors and Senior Management Personnel is posted on the Company''s website. The Joint Managing Director & CEO of the Company has given a declaration that all Directors and Senior Management Personnel concerned, affirmed compliance with the Code of Conduct with reference to the year ended on March 31, 2023. The declaration is attached with the annual report.
Disclosure regarding compliance of applicable Secretarial Standards
The company has complied with all the mandatorily applicable secretarial standards issued by The Institute of Company Secretaries of India and approved by the Central Government under Section 118(10) of the Companies Act, 2013.
Corporate Governance and Compliance Certificate regarding compliance of conditions of Corporate Governance
A detailed Report on Corporate Governance for the financial year 2022-2023, pursuant to the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and the certificate received from M/s. Nidhi Bagri & Company, Practising Company Secretary (Membership No. ACS 24765/COP No.9590), Kolkata, to the effect of compliance of conditions of Corporate Governance as required under Schedule V of the Listing Regulations are annexed with the Report.
Business Responsibility & Sustainability Report
As stipulated under the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015, the Business Responsibility and Sustainability Report , describing the initiatives taken by the company from an environment, social, governance and sustainability perspective, has been annexed to this Report.
Fraud Reporting
There was no fraud reported by the Auditors of the Company under sub-section (12) of section 143 of the
Companies Act, 2013, to the Audit Committee or the Board of Directors during the year under review.
Disclosures with respect to Demat Suspense Account/ Unclaimed Suspense Account
The relevant details in this regard have been provided in the Corporate Governance Report annexed to this Report.
Particulars of employees
Particulars of Employees as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014:-
I. Details of Employees employed throughout the financial year who were in receipt of the remuneration for that year which, in aggregate, was not less than H 1.02 Crore are: 6
II. Employees employed for a part of the financial year and who were in receipt of the remuneration during for that financial year at a rate not less than H 8,50,000 per month: None
III. Employees employed throughout the financial year or part thereof, was in receipt of remuneration in that year which, in the aggregate, or as the case may be, at a rate which, in the aggregate is in excess of that drawn by the managing director or whole-time director or manager and holds by himself or along with his spouse and dependent children, not less than two percent of the equity shares of the Company: None
In accordance with the provisions of Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the names and particulars of the top ten employees in terms of remuneration drawn and of the aforementioned employees form part of the Directors'' / Board''s Report as an annexure. However, in terms of the provisions of Section 136(1) of the Companies Act, 2013 read with the rule, the Directors''/ Board''s Report is being sent to all shareholders/ members of the Company excluding the same. The said information is available for inspection at the registered office of the Company during the working hours.
Any shareholder/ member interested in obtaining a copy of the annex may write to the Company Secretary. Disclosures on managerial remuneration in terms of Rule 5(1) of the aforesaid Rules are annexed to this Report.
The members are also informed that this Report is to be considered as an abridged report to the extent of
Acknowledgements
Your Directors place on record their sincere thanks and appreciation for the continuing support of financial institutions, consortium of banks, vendors, clients, investors, Central Government, State Governments and other regulatory authorities. The Directors also place on record their heartfelt appreciation for the commitment and dedication of the employees of the Company across all the levels who have contributed to the growth and sustained success of the Company.
Mar 31, 2018
To
The Members,
The Directors have pleasure in presenting their 28th Annual Report on the business and operations of the Company along with the Audited Accounts of the Company for the Financial Year ended March 31, 2018.
Financial highlights
The financial performance of your Company, for the year ended March 31, 2018 is summarized below:
(Rs. in lacs)
|
2017-18 |
2016-17 |
|||
|
Particulars |
Standalone |
Consolidated |
Standalone |
Consolidated |
|
Turnover |
167511.75 |
170795.76 |
176882.53 |
177344.71 |
|
Profit before finance charges, Tax, Depreciation/Amortization (PBITDA) |
24348.73 |
23290.33 |
25759.72 |
24866.32 |
|
Less: Finance Charges |
947.23 |
1135.63 |
1811.77 |
1891.94 |
|
Profit before Depreciation/ Amortization (PBTDA) |
23401.50 |
22154.70 |
23947.95 |
22974.38 |
|
Less: Depreciation |
4481.41 |
4981.11 |
4853.09 |
5066.28 |
|
Net Profit before Taxation (PBT) |
18920.09 |
17173.59 |
19094.86 |
17908.10 |
|
Provision for taxation |
5350.63 |
5350.63 |
5587.65 |
5587.65 |
|
Profit/(Loss) after Taxation (PAT) |
13569.46 |
11822.96 |
13507.21 |
12320.45 |
|
Share of profit/(loss) of Joint Venture |
NA |
(760.25) |
NA |
223.92 |
|
Profit/(Loss) after Taxation and share of profit/(loss) of Joint Venture |
13569.46 |
11062.71 |
13507.21 |
12544.37 |
|
Transfer to General Reserve |
6500.00 |
6500.00 |
6500.00 |
6500.00 |
Result of operations and the state of Companyâs affairs
During the year under review, your Company has achieved revenue of Rs.167511.75 lacs as against Rs.176882.53 lacs in the previous year. Profit for the year 2017-18 was Rs.13569.46 lacs as against Rs.13507.21 lacs in the previous year.
Exports during the year 2017-18 was Rs.3301.73 lacs. Your Company is continuously trying to locate new export markets for its products and see good potential for growth in the exports business. As per the consolidated financial statements, the revenue from operations and profit for the year 2017-18 were Rs.170795.76 lacs and Rs.11062.71 lacs respectively as against Rs.177344.71 lacs and Rs.12544.37 lacs in the previous year.
Your Company is the preferred partner of choice for a large number of offices and home builders, having a comprehensive product portfolio servicing clients at every point of the price spectrum. Your Company continues to retain and reinforce its market share under organised sector with a pan-India distribution network comprising of distributors/dealers and retailers. Your Company is present across different price points to cater to the needs of all customers across the high-end, midmarket and value-for-money segments. The Companyâs pan-India distribution network ensures easy availability of products in almost every part of India. During the year under review, your Company is continuously trying to locate new markets for its business venture of trading in Acrylic Solid Surface sheets, sourced from various overseas suppliers and marketed in India.
Outlook and expansion
The Companyâs outlook remains favourable on account of its product integration capabilities, increasing brand visibility and the continuous support from its stakeholders. Wood panel market is one of the major verticals of the interior infrastructure, comprising materials used in building furniture. Such materials include plywood, engineered wood panels and decorative surface products. Your Company is currently operating primarily in the structural sphere of interior infrastructure domain with almost all the products in its basket catering to the structural needs of the customers. The demand for readymade furniture, manufactured with engineered panels like medium density fibreboards (MDF), is growing. The real estate industry is one of the most significant growth drivers for the plywood sector. Your company also focused on the value added products to improve margin.
An increasing shift towards the organised sector is foreseen in the industry. Growing customer awareness, brand consciousness and a plethora of choices at the disposal of consumers is encouraging product innovation and quality focus from the organised players. However, high price differentiation between the unorganised and organised segment persists. The industry is hopeful that the implementation of GST will bridge this price gap and lead to formalisation of the industry.
Indian furniture industry is one of the worldâs largest furniture markets. It is primarily driven by a substantial middle-class population, rapid urbanisation, favourable demographics, increasing per capita income and growing nuclear families. This will encourage strong demand growth for plywood, MDF and allied products. Reconstituted wood products, such as plywood, board and medium density fibreboards are likely to be used increasingly by consumers, real estate developers, furniture makers, railways and defence, are among others users. Innovations and use of technology shall help the wood industry to grow profitably, and leverage opportunities in the future.
Going forward, there is an increasing shift being witnessed towards the organised sector owing to brand and quality awareness. With wider choice, product innovation and warranty, being offered by organised players, customers are putting more focus on this segment.
In respect of setting-up of new MDF manufacturing unit in Routhu Suramala, Chittoor, Andhra Pradesh, necessary steps are being taken to obtain the remaining statutory approvals/licenses. Civil construction and Structural work are completed. Installation of all imported and domestic machineries are approaching completion and trail production has commenced. The said facility is expected to be commissioned shortly.
In respect of setting-up of new Veneer, Lumber and Panel products manufacturing unit at Nkok SEZ, Gabon, West Africa, through step-down wholly owned subsidiary Greenply Gabon SA, the Company has started commercial production of Veneer and getting good response from the market. The Board of Directors of the Company accorded their approval for the expansion of Veneer line in the existing manufacturing unit of Greenply Gabon SA, Gabon, step-down wholly owned subsidiary of the Company, situated at Nkok SEZ, Gabon, West Africa.
The Company has commenced commercial production of âDecorative Plywood / Decorative Veneersâ at its manufacturing unit situated at Bamanbore, Gujarat.
In respect of setting-up of new unit in Sandila Industrial Area, Sandila, Dist: Hardoi, Uttar Pradesh for manufacturing of Plywood and its allied products, the Company has received land allotment letter from the respective government authority. Transfer of forest licenses in the name of the Company are under process.
Your Directors are confident of achieving better results in the coming years.
Subsidiaries and Joint Venture
Presently, your Company has three overseas wholly owned subsidiaries viz.(i) Greenply Trading Pte. Ltd., Singapore, engaged in the business of trading and marketing of veneers, panel products, wooden flooring & allied products and also investments in companies engaged in manufacturing and trading of said products. (ii) Greenply Holdings Pte. Ltd., Singapore, with the objective to hold the investment (presently held by Greenply Trading Pte. Limited, Singapore) in Greenply Alkemal (Singapore) Pte. Ltd., Singapore. (iii) Greenply Middle East Limited, Dubai, UAE, with the objective to manage, control and hold investment in Greenply Gabon SA, Gabon, West Africa and general trading business.
Further, your Company has an overseas step-down wholly owned subsidiary viz. Greenply Gabon SA, Gabon, West Africa, (Subsidiary of Greenply Middle East Limited, Dubai, UAE) having manufacturing unit at Nkok SEZ in Gabon, West Africa. The same is engaged in the business of manufacturing and marketing of veneers.
Your Company also has one overseas joint venture namely Greenply Alkemal (Singapore) Pte. Ltd. (a joint venture company of Greenply Industries Limited, India through its wholly owned subsidiary Greenply Trading Pte.Ltd., Singapore and Alkemal Singapore Pte. Ltd., Singapore) engaged in the business of trading and marketing of commercial veneers and panel products. Further, the joint venture Company has a subsidiary in Myanmar which is engaged in the business of manufacturing and trading of veneer and lumber.
During the year under review, your Company has incorporated Greenpanel Industries Limited, a wholly owned subsidiary in India. The Board of Directors at its meeting held on March 20, 2018 has consented to explore an option to de-merge few businesses of the Company into Greenpanel Industries Limited.
The statement in form AOC-1 containing the salient features of the financial statements of subsidiaries/ associate companies/joint ventures pursuant to first proviso to sub-section (3) of section 129 read with rule 5 of Companies (Accounts) Rules, 2014 is annexed to this Report. Further, the contribution of Greenply Trading Pte. Ltd., Singapore, Greenply Holdings Pte. Ltd., Singapore, Greenply Middle East Limited, Dubai, UAE, and Greenpanel Industries Limited, India, wholly owned subsidiaries to overall performance of the Company during the year under review is as mentioned below:
|
Net Assets |
||||
|
i.e. Total Assets minus Total Liabilities |
Share in Profit or Loss |
|||
|
As % of consolidated |
As % of consolidated |
|||
|
Net Assets |
Rs.in Lacs |
Profit or Loss |
Rs. in Lacs |
|
|
Parent - Greenply Industries Limited |
104.28% |
91505.38 |
122.66% |
13569.46 |
|
Subsidiary |
||||
|
Greenply Trading Pte. Ltd. |
-3.52% |
(3094.24) |
-16.81% |
(1859.46) |
|
Greenply Holdings Pte. Ltd. |
-0.01% |
(10.04) |
-0.04% |
(4.66) |
|
Greenply Middle East Ltd. |
-0.74% |
(645.37) |
-5.76% |
(637.44) |
|
Greenpanel Industries Ltd. |
-0.01% |
(5.19) |
-0.05% |
(5.19) |
|
Total |
100.00% |
87750.54 |
100.00% |
11062.71 |
|
Share in Other Comprehensive Income |
Share in Total Comprehensive Income |
|||
|
As % of consolidated |
As % of consolidated |
|||
|
Other Comprehensive Income |
Rs.in Lacs |
Total Comprehensive Income |
Rs. in Lacs |
|
|
Parent - Greenply Industries Limited |
38.87% |
119.41 |
120.40% |
13688.87 |
|
Subsidiary |
||||
|
Greenply Trading Pte. Ltd. |
-4.66% |
(14.32) |
-16.48% |
(1873.78) |
|
Greenply Holdings Pte. Ltd. |
-0.01% |
(0.04) |
-0.04% |
(4.70) |
|
Greenply Middle East Ltd. |
65.80% |
202.17 |
-3.83% |
(435.27) |
|
Greenpanel Industries Ltd. |
0.00% |
0.00 |
-0.05% |
(5.19) |
|
Total |
100.00% |
307.22 |
100.00% |
11369.93 |
Change(s) in the nature of business
There has been no change in the nature of business of the Company.
Consolidated financial statements
For the period under review, the Company has consolidated the financial statements of its wholly owned subsidiaries viz. Greenply Trading Pte. Ltd., Singapore, Greenply Holdings Pte. Ltd., Singapore, Greenply Middle East Limited, Dubai (UAE) and Greenpanel Industries Limited, India. In accordance with third proviso of Section 136(1) of the Companies Act, 2013, 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.greenply.com. Further, as per fourth proviso of the said section, audited annual accounts of the subsidiary companies and Joint Venture Company have also been placed on the website of the Company, www.greenply.com. Shareholders interested in obtaining a copy of the audited annual accounts of the subsidiary companies and Joint Venture Company may write to the Company Secretary at the Companyâs registered office. A statement containing salient features of the financial statements of subsidiary/associate companies/joint venture in form AOC -1 is annexed to this Report.
Credit Rating
During the year âCredit Analysis and Research Ltd. (CARE)âand âIndia Ratings & Researchâ have re-affirmed our external credit rating for both long term and short term borrowings as detailed below:
|
Rating Agency |
Instrument |
Rating |
|
CARE |
Banking Facilities -Long Term |
CARE AA- |
|
CARE |
Banking Facilities -Short Term |
CARE A1 |
|
CARE |
Short Term Debt (including Commercial Paper) |
CARE A1 |
|
India Ratings & Research |
Banking Facilities -Long Term |
IND AA- |
|
India Ratings & Research |
Banking Facilities -Short Term |
IND A1 |
|
India Ratings & Research |
Short Term Debt (including Commercial Paper) |
IND A1 |
Above credit rating reflects Companyâs commitment and capability to persistent growth through prudence and focus on financial discipline.
Dividend
Your Directors recommend a final dividend of 60% i.e. Re.0.60 per equity share (previous year 60% i.e.Re.0.60 per equity share of Re.1/-) on the Companyâs 122627395 equity shares of Re.1/- each for financial year 2017-18. The final dividend on the equity shares, if declared as above, would involve an outflow of Rs.735.76 lacs towards dividend and Rs.149.78 lacs towards dividend distribution tax, resulting in a total outflow of Rs.885.54 lacs.
Transfer to Reserves
Your Directors propose to transfer Rs.6500 lacs to the General Reserve.
Share Capital
During the year under review there is no change in the share capital of the Company.
Directors and Key Managerial Personnel
Mr. Moina Yometh Konyak, Non-Executive & NonIndependent Director of the Company has passed away on 8th January, 2018. The Board of the Company conveyed their sympathy, sorrow and condolences to his family.
In accordance with the provisions of the Companies Act, 2013 and the Articles of Association of the Company, Mr. Shobhan Mittal [DIN: 00347517), Joint Managing Director & CEO of the Company, will retire by rotation at the ensuing Annual General Meeting and is eligible for re- appointment.
The Board of Directors of the Company at its meeting held on 7th February, 2018 has appointed Mr. Sanidhya Mittal, as an Additional Director of the Company with effect from 7th February, 2018. Pursuant to Section 161 of the Companies Act, 2013 and Articles of Association of the Company, Mr. Sanidhya Mittal holds office as such upto the ensuing 28th Annual General Meeting of the Company. The Company has received a notice under Section 160 of the Companies Act, 2013 from a Member proposing his candidature for appointment as director of the Company, liable to retire by rotation. The Board of Directors at their said meeting, subject to approval of Members of the Company has accorded their approval to appoint Mr. Sanidhya Mittal, as an Executive Director of the Company for a period of 5 years w.e.f. 07.02.2018. The same was recommended to the Board of Directors by the Nomination and Remuneration Committee at its meeting held on 7th February, 2018. The detailed terms and conditions including remuneration have been mentioned in the Notice convening 28th Annual General Meeting. Further, the details of Mr. Sanidhya Mittal [DIN: 06579890) as required under Listing Regulations and SS-2 have also been provided in the Corporate Governance Report and the Notice of 28th Annual General Meeting.
The SEBI has recently come out with a Notification on 9th May, 2018 amending the existing Listing Regulations by issuing the SEBI (Listing Obligations and Disclosure Requirements) (Amendment) Regulations, 2018 (hereinafter referred to as âNew Regulationsâ). The New Regulations shall be effective from 1st April, 2019 unless any other specific date is provided for a specific Regulation. Regulation 17 is one of the provisions in which the amendments have been made by insertion of a new sub- regulation (1A) thereunder and the same shall be applicable with effect from 1st April, 2019. In terms of the said new sub- regulation, a person shall not be eligible to get appointed as a non-executive director or in case of an existing non- executive director, shall not be eligible to continue such directorship, if he/she has attained the age of seventy five years unless the approval of the shareholders of the company is obtained by way of a special resolution. Though, the aforesaid provision shall be applicable to the Company from 1st April, 2019, however, considering the implication of such amendment, the same shall result in the immediate vacation of such directors as the restriction is not imposed only on the appointment but on the continuation of the existing tenure too. In view of the above, the Company is required to take approval from the shareholders by way of a special resolution beforehand so that the existing nonexecutive directors attaining such age can complete their existing term as approved by the shareholders earlier. This is to inform that Mr. Susil Kumar Pal (DIN: 00268527) and Mr. Anupam Kumar Mukerji (DIN: 00396878) were appointed as Non-Executive Independent Directors by the Company in its Annual General Meeting held on 22nd August, 2014 for a period of five years from the said date till the Annual General Meeting to be held in 2019. Since Mr. Pal and Mr. Mukerji, both have already attained the specified age limit of 75 years, continuation of their directorship shall require approval of shareholders by way of special resolutions. Keeping in view that both the aforesaid directors possess requisite qualifications and also carry rich and varied experience in the industry in which the Company operates and that their continued association with the Company would be of immense benefit to the Company, it is desirable to continue to avail their services as Non-executive Independent Directors of the Company. Accordingly, the Board recommends their continuation in the Company.
None of the Directors of your Company is disqualified under the provisions of Section 164(2)(a) & (b) of the Companies Act, 2013. However, the name of Ms. Sonali Bhagwati Dalal, Independent Director of the Company was published by the Ministry of the Corporate Affairs (MCA) on its website in the list of directors disqualified under Section 164(2) of the Companies Act, 2013. Subsequently a petition was filed by her before the Honâble High Court of Delhi and the Honâble High Court of Delhi has stayed the impugned list of Disqualified Directors to the extent it includes her name. Further, to avail the Condonation of Delay Scheme (CODS), 2018, she has filed an appeal before the National Company Law Tribunal (NCLT) for revival of the concerned defaulting company and the same is pending for disposal. In view of the pendency of the said appeal before NCLT, the Honâble High Court of Delhi has vide its order dated May 07, 2018 has extended the stay till disposal of the said appeal by MCA.
Declaration by Independent directors
The Independent Directors of the Company have given their declarations to the Company that they meet the criteria of independence as provided in Section 149 (7) read with Section 149(6) of the Companies Act, 2013 and Listing Regulations.
Meetings of the Board of Directors
Five (5) Board Meetings were held during the financial year ended 31st March, 2018. The details of the Board Meetings with regard to their dates and attendance of each of the Directors there at have been provided in the Corporate Governance Report.
Performance Evaluation
Pursuant to the provisions of the Companies Act, 2013 and Listing Regulations, the Board has carried out the annual performance evaluation of the Directors individually as well as evaluation of the working of the Board and of the Committees of the Board, by way of individual and collective feedback from Directors.
Pursuant to Para VII of Schedule IV of the Companies Act, 2013 and Listing Regulations, a meeting of the Independent Directors of the Company was convened on March 20, 2018 to perform the following:
- review the performance of non-independent directors and the Board as a whole;
- review the performance of the Chairperson of the Company, taking into account the views of executive directors and non-executive directors;
- assess 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.
Further, the Nomination and Remuneration Committee also evaluated the performance of all the directors of the Company.
The criteria for evaluation are briefly provided below:
a. For Independent Directors:
- General parameters
- Roles & responsibilities to be fulfilled as an Independent director
- Participation in Board process.
b. For Executive & Non-executive Directors:
- Governance
- Strategy
- Stakeholder focus
- Communication & influence
- Quality or capability
- Performance improvement
- Financial & risk awareness
The Directors expressed their satisfaction with the evaluation process.
Familiarisation Programme
The details of the familiarisation programme undertaken have been provided in the Corporate Governance Report along with the web link thereof.
Managerial Remuneration
As per the provisions of Section 197 of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company is required to disclose the following information in the Boardâs Report.
(a) ratio of the remuneration of each director to the median remuneration of the employees of the Company for the financial year;
|
Name |
Designation |
Ratio to median remuneration of employees |
|
Mr. Shiv Prakash Mittal |
Executive Chairman |
304.49 |
|
Mr. Rajesh Mittal |
Managing Director |
297.58 |
|
Mr. Shobhan Mittal |
Joint Managing Director & CEO |
208.02 |
|
Mr. Sanidhya Mittal |
Executive Director (w.e.f 7th Feb 2018) |
51.26 |
|
Mr. Moina Yometh Konyak |
Non-executive Director |
Nil |
|
Mr. Susil Kumar Pal |
Independent Director |
5.65 |
|
Mr. Vinod Kumar Kothari |
Independent Director |
5.65 |
|
Mr. Anupam Kumar Mukerji |
Independent Director |
5.65 |
|
Ms. Sonali Bhagwati Dalal |
Independent Director |
5.65 |
|
Mr. Upendra Nath Challu |
Independent Director |
5.65 |
(b) percentage increase in remuneration of each director, Chief Financial Officer, Chief Executive Officer, Company Secretary or Manager, if any, in the financial year;
|
Name |
Designation |
% Increase |
|
Mr. Shiv Prakash Mittal |
Executive Chairman |
-00.48 |
|
Mr. Rajesh Mittal |
Managing Director |
-00.50 |
|
Mr. Shobhan Mittal |
Joint Managing Director & CEO |
03.23 |
|
Mr. Sanidhya Mittal |
Executive Director (w.e.f 7th Feb 2018) |
338.06 |
|
Mr. Moina Yometh Konyak |
Non-executive Director |
-100.00 |
|
Mr. Susil Kumar Pal |
Independent Director |
00.00 |
|
Mr. Vinod Kumar Kothari |
Independent Director |
00.00 |
|
Mr. Anupam Kumar Mukerji |
Independent Director |
00.00 |
|
Ms. Sonali Bhagwati Dalal |
Independent Director |
00.00 |
|
Mr. Upendra Nath Challu |
Independent Director |
00.00 |
|
Mr. Vishwanathan Venkatramani |
Chief Financial Officer |
05.47 |
|
Mr. Kaushal Kumar Agarwal |
Company Secretary & Vice President-Legal |
08.68 |
(c) percentage increase in the median remuneration of employees in the financial year 2017-18;
1 3.56
(d) number of permanent employees on the rolls of Company;
3655
(e) average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration;
9.72% (non-Managerial personnel) 6.77% (Managerial Personnel)
(f) We hereby affirm that the remuneration paid to the Executives is as per the Remuneration Policy of the Company approved by the Board of Directors.
(g) Managing Directors and Whole-time Directors of the Company do not receive any commission from its subsidiary companies. However, Mr. Shobhan Mittal, Joint Managing Director & CEO of the Company is drawing remuneration from Greenply Trading Pte. Ltd., WOS of the Company.
All elements of remuneration package as required under Listing Regulations have been provided in the Corporate Governance Report.
Statutory Auditors and their report
The Shareholders of the Company at their 27th Annual General Meeting held on 21.08.2017, approved appointment of M/s. B S R & Co. LLP, Chartered Accountants (ICAI Firm Registration No. 101248W/W-100022) as the Statutory Auditors of the Company to hold office for a term of 5 (five) consecutive years from the conclusion of 27th Annual General Meeting, until the conclusion of the 32nd Annual General Meeting.
The Notes on Financial Statements referred to in the Auditorsâ Report are self-explanatory and, therefore, do not call for further clarification. The Auditorâs Report for Financial Year ended March 31, 2018 does not have any qualifications.
Cost Auditors
During the year under review, cost audit was not applicable to the Company.
Internal Auditor
The Company has in-house Internal Audit team headed by qualified and experienced Executive. The scope, functioning, periodicity and methodology for conducting internal audit were approved by the Board of Directors and reviewed by the Audit Committee from time to time. Further, the Audit committee discussed and reviewed the adequacy of internal audit function, including the structure of the internal audit department, staffing and seniority of the official, heading the department, reporting structure coverage and frequency of internal audit.
Secretarial Auditor
The Board of Directors of the Company had appointed M/s. Nidhi Bagri & Company, Practising Company Secretary (Membership No. ACS 24765/COP No.9590), Kolkata, to conduct Secretarial Audit for the financial year 2017-18. The Secretarial Audit Report of M/s. Nidhi Bagri & Company, Practising Company Secretary, in Form MR-3, for the financial year ended 31st March, 2018, is annexed to this report.
Response to Secretarial Auditorâs observation
It has been observed by the Secretarial Auditor that during the financial year 2017-18, though the Company has spent Rs.341.72 lacs towards CSR activities (directly and through Trust-Greenply Foundation) during the year under review but the maximum amount was relating to earlier year(s) lying with the Trust and implementing agencies. Accordingly, the amount spent is less than the minimum allocation of CSR being 2% of the average net profit of last 3 financial years amounting to Rs.341.69 lacs in total. In response to the same, your Company would like to submit that the Trust has utilized unspent amount lying with it as on 31.03.2017 for the CSR activities. Further, to maintain the integrity of CSR expenditure, the Company has transferred Rs.267.00 lacs to the Trust during FY 2017-18. Though the Company has spent Rs.341.72 lacs towards CSR activities (directly and through Trust-Greenply Foundation) during the year under review but the maximum amount was relating to earlier year(s) lying with the Trust and Implementing Agencies. Accordingly, the amount spent is less than the minimum allocation of CSR being 2% of the average net profit of last 3 financial years amounting to Rs.341.69 lacs in total. The Trust has also earned Rs.5.76 lacs on temporary investment with Banks during FY 2017-18. The unutilized fund lying with the Trust as on 31.03.2018 amounting to Rs.296.66 lacs (net of liabilities of Rs.0.98 lacs) will be used for CSR activities along with fresh funding, if any, from the Company, during FY 2018-19. The Company is committed to the underlying intent of CSR and is optimistic of meeting its obligations under section 135 of the Companies Act, 2013 and thereby make a positive impact on the society.
Audit Committee
The Companyâs Audit Committee comprises of four Non-Executive Independent Directors viz. Mr. Susil Kumar Pal, Mr. Vinod Kumar Kothari, Mr. Anupam Kumar Mukerji and Mr. Upendra Nath Challu and two Executive-Promoter Directors viz. Mr. Rajesh Mittal and Mr. Shobhan Mittal.The Committee inter-alia reviews the Internal Control System, reports of Internal Auditors, compliance of various regulations and evaluates the internal financial controls and risk management system of the Company. The Committee also reviews at length the Financial Statements and results before they are placed before the Board. The terms of reference of the Audit Committee and other details have been provided in the Corporate Governance Report.
Vigil mechanism
In pursuance to the provisions of section 177(9) & (10) of the Companies Act, 2013 and erstwhile equity listing agreement, a vigil mechanism or âWhistle Blower Policyâ for directors and employees to report genuine concerns had been established and implemented. The policy safeguards the whistle blowers to report concerns or grievances and also provides a direct access to the Chairman of the Audit Committee. During the year under review none of the personnel has been denied access to the Chairman of the Audit Committee. The policy has been uploaded on the website of the Company and is available at the weblink at http://www.greenply.com/ images/pdf/Vigil Mechanism Policy.pdf.
Nomination and Remuneration Committee
The Companyâs Nomination and Remuneration Committee comprises of three Non-Executive
Independent Directors viz. Mr. Susil Kumar Pal, Mr. Vinod Kumar Kothari, Mr. Anupam Kumar Mukerji and one Executive-Promoter Director Mr. Shiv Prakash Mittal. The Remuneration Policy of the Company is uploaded on the website of the Company. The weblink is http://www. greenply.com/images/pdf/Greenply-remuneration-policy.pdf. The terms of reference and other details of the Nomination and Remuneration Committee has also been provided in the Corporate Governance Report. However, brief outline of the Remuneration Policy is as follows:
The Remuneration Policy applies to all the âExecutivesâ of the Company. The Policy also helps the Company to attain Board diversity and creates a basis for succession planning. In addition, it is intended to ensure that-
a) the Company is able to attract, develop and retain high-performing and motivated Executives in a competitive international market;
b) the Executives are offered a competitive and market aligned remuneration package, with fixed salaries being a significant remuneration component, as permissible under the Applicable Law;
c) remuneration of the Executives are aligned with the Companyâs business strategies, values, key priorities and goals.
In framing the aforesaid Remuneration Policy, the Nomination and Remuneration Committee ensures that a competitive remuneration package for all Executives is maintained and is also benchmarked with other companies operating in national and global markets.
The nomination of the Independent Directors of the Company shall be in accordance with the principles as stated under the said Policy.
The assessment for Functional Heads are done on the basis of below parameters by the concerned interview panel of the Company -
a) Competencies
b) Capabilities
c) Compatibility
d) Commitment
e) Character
f) Strong interpersonal skills
g) Culture among others.
The various remuneration components would be combined to ensure an appropriate and balanced remuneration package.
The five remuneration components are -
fixed remuneration (including fixed supplements) performance based remuneration (variable salary)
pension schemes, where applicable
other benefits in kind
severance payment, where applicable
The fixed remuneration is determined on the basis of the role and position of the individual, including professional experience, responsibility, job complexity and local market conditions.
The performance-based remuneration motivates and rewards high performers who significantly contribute to sustainable results, perform according to set expectations for the individual in question, and generates stakeholder value within the Group.
Any fee/remuneration payable to the Non-Executive directors of the Company shall abide by the following norms -
i. If any such director draws or receives, directly or indirectly, by way of fee/remuneration any such sums in excess of the limit as prescribed or without the prior sanction, where it is required, under the Applicable law such remuneration shall be refunded to the Company and until such sum is refunded, hold it in trust for the Company. The Company shall not waive the recovery of any sum refundable to it;
ii. Such directors may receive remuneration by way of fee for attending meetings of the Board or Committee thereof or for any other purpose whatsoever as may be decided by the Board, as permissible under Applicable law;
iii. An independent director shall not be entitled to any stock option and may receive remuneration only by way of fees and reimbursement of expenses for participation in meetings of the Board or Committee thereof and profit related commission, as may be permissible by the Applicable law.
Apart from above, the Policy also entitles Executives to a severance fee.
Stakeholders Relationship Committee
The Stakeholders Relationship Committee comprises two Promoter Directors viz. Mr. Rajesh Mittal and Mr. Shobhan Mittal and two Non-Executive Independent Directors viz. Mr. Anupam Kumar Mukerji and Mr. Susil Kumar Pal. The detailed terms of reference and other details of the Committee has been provided in the Corporate Governance Report.
Risk Management Policy
On the basis of risk assessment criteria, your Company has identified risks as minor/moderate/important/ material or severe depending on their impact on turnover, profit after tax and return on capital employed. A risk library wherein the Company has allotted scores to the risks based on risk significance and risk likelihood. On the basis of risk scores the Company has identified few material risks for the organisation. The risks scores were initially done at the level of Operational Heads of Finance & Accounts, Sales, Production and HR and finally assessment was done based on scores given by an internal committee of the Company. However, the risks are dynamic and the Company will be adding new risks and removing some of the existing risks as and when the Company develop solutions for the existing risks. Accordingly, the Company has in place a mechanism to identify, assess, monitor and mitigate various risks to key business objectives. The Audit Committee of the Board evaluating risks management policy of the company on quarterly basis.
Extract of the annual return
The extract of Annual Return as required under section 134(3) (a) of the Companies Act, 2013 read with Rule 12(1) of the Companies (Management and Administration) Rules, 2014 in Form No. MGT-9, is annexed to this Report.
Material changes and commitments
There have been no material changes and commitments affecting the financial position of the Company since the close of financial year i.e. since 31st March, 2018 till the date of this Report. Further, it is hereby confirmed that there has been no change in the nature of business of the Company.
Significant and material orders passed by the Regulators/Courts/Tribunals impacting the going concern status and the Companyâs operations in future
As such there is no significant and material order has been passed by any Regulator/Court/Tribunals impacting the going concern status and the Companyâs operation in future.
Internal financial controls
Your Company has, in all material respects, an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting are operating effectively based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control. Your Company had laid down guidelines, policies, procedures and structure for appropriate internal financial controls across the company. These control processes enable and ensure orderly and efficient conduct of Companyâs business, including safeguarding of assets, prevention and detection of frauds and errors, the accuracy and completeness of the accounting records and timely preparation & disclosure of financial statements. Review and control mechanisms are built in to ensure that such control systems are adequate and operating effectively. The Audit Committee evaluated the internal financial controls based on the following criteria:
1. Systems have been laid to ensure that all transactions are executed in accordance with managementâs general and specific authorization. There are well-laid manuals for such general or specific authorization.
2. Systems and procedures exist to ensure that all transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles or any other criteria applicable to such statements, and to maintain accountability for aspects and the timely preparation of reliable financial information.
3. Access to assets is permitted only in accordance with managementâs general and specific authorization. No assets of the Company are allowed to be used for personal purposes, except in accordance with terms of employment or except as specifically permitted.
4. The existing assets of the Company are verified/ checked at reasonable intervals and appropriate action is taken with respect to any differences, if any.
5. Proper systems are in place for prevention and detection of frauds and errors and for ensuring adherence to the Companyâs policies.
A report on the internal financial controls under clause (i) of sub-section 3 of Section 143 of the Companies Act, 2013 issued by M/s. B S R & Co. LLP, Chartered Accountants (ICAI Firm Registration No. 101248W/W-100022), Statutory Auditors of the Company is attached with their Independent Auditorâs report and the same is self-explanatory.
Indian Accounting Standards (Ind AS) -IFRS Converged Standards
Your Company has adopted Ind AS with effect from April 1, 2016 pursuant to Ministry of Corporate Affairs notification dated February 16, 2015 notifying the Companies (Indian Accounting Standard) Rules, 2015.
Insurance
Your Companyâs properties, including building, plant, machineries and stocks, among others, are adequately insured against risks.
Particulars of loans/advances/ investments as required under Schedule V of the Listing Regulations
The details of related party disclosures with respect to loans/advances/investments at the year end and maximum outstanding amount thereof during the year as required under Part A of Schedule V of the Listing Regulations have been provided in the notes to the Financial Statements of the Company.
Loans/advances, guarantee and investments under Section 186 of the Companies Act, 2013
Details of loans/advances granted, guarantees given and investments made during the year under review, covered under the provisions of Section 186 of the Companies Act, 2013 are annexed to this Report.
Deposits
During the financial year 2017-18, the Company did not invite or accept any deposits from the public under Section 76 of the Companies Act, 2013.
Related party transactions
There are no materially significant related party transactions made by the Company which may have potential conflict with the interest of the Company. Related party transactions that were entered into during the year under review were on armâs length basis and were in ordinary course of business. The Particulars of material related party transaction is provided in Form AOC-2 as required under section 134(3)(h) of the Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014. Further, suitable disclosure as required by the Accounting Standards (Ind AS 24) has been made in the notes to the Financial Statements. The Board has approved a policy for related party transactions which has been uploaded on the Companyâs website. The web link as required under Listing Regulations is as under: http://www.greenply.com/images/pdf/Related-Party-Transaction(s)-Policy.pdf
Corporate Governance
Your Company is committed to observe good Corporate Governance practices. The report on Corporate Governance for the financial year ended March 31, 2018, as per Regulation 34(3) read with Schedule V of the Listing Regulations forms part of this Annual Report and annexed to this Report. The requisite certificate from Statutory Auditors, M/s. B S R & Co. LLP, Chartered Accountants (ICAI Firm Registration No. 101248W/W-100022) confirming compliance with the conditions of corporate governance, is attached to this Report on Corporate Governance.
Management Discussion and Analysis Report
The Report on Management Discussion and Analysis Report as required under Listing Regulations forms part of this Annual Report and is annexed to this Report. Certain Statements in the said report may be forward looking. Many factors may affect the actual results, which could be different from what the Directors envisage in terms of the future performance and outlook.
Policy on Sexual Harassment of Women at Workplace
The Company has in place a Policy on prevention of Sexual Harassment in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. There were no complaints pending for the redressal at the beginning of the year. One complaint received during the financial year, which was redressed by the Company.
Conservation of energy, technology absorption, foreign exchange earnings and outgo
The information required under section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014, is annexed to this Report.
Corporate Social Responsibility
During the year under review, the Company has undertaken CSR activities directly and through its Trust namely GREENPLY FOUNDATION. The Trust has utilized unspent amount lying with it as on 31.03.2017 for the CSR activities. Further, to maintain the integrity of CSR expenditure, the Company has transferred Rs.267.00 lacs to the Trust during FY 2017-18. Though the Company has spent Rs.341.72 lacs towards CSR activities (directly and through Trust-Greenply Foundation) during the year under review but the maximum amount was relating to earlier year(s) lying with the Trust and Implementing Agencies. Accordingly, the amount spent is less than the minimum allocation of CSR being 2% of the average net profit of last 3 financial years amounting to Rs.341.69 lacs in total. The Trust has also earned Rs.5.76 lacs on temporary investment with Banks during FY 2017-18. The unutilized fund lying with the Trust as on 31.03.2018 amounting to Rs.296.66 lacs (net of liabilities of Rs.0.98 lacs) will be used for CSR activities along with fresh funding, if any, from the Company, during FY 2018-19. The Company is committed to the underlying intent of CSR and is optimistic of meeting its obligations under section 135 of the Companies Act, 2013 and thereby make a positive impact on the society. In compliance with requirements of Section 135 of the Companies Act, 2013, the Company has a CSR Policy. The composition of the Committee, contents of CSR Policy and report on CSR activities carried out during the Financial Year ended 31st March, 2018 in the format prescribed under Rule 9 of the Companies (Accounts) Rules, 2014 is annexed to this Report.
Directorsâ Responsibility Statement
In terms of provisions of Section 134(5) of the Companies Act, 2013, your directors state that:
(i) in the preparation of the annual financial statements for the financial year ended March 31, 2018, the applicable accounting standards had been followed along with proper explanation relating to 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 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;
(iv) the directors had prepared the annual accounts on a going concern basis;
(v) the directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively and
(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.
CEO and CFO certification
Pursuant to the Listing Regulations, the CEO and CFO certification is attached with the Annual Report. The Joint Managing Director &CEO and the Chief Financial Officer also provide quarterly certification on financial results while placing the financial results before the Board in terms of the Listing Regulations.
Code of Conduct for Directors and senior management personnel
The Code of Conduct is posted on the Companyâs website. The Joint Managing Director & CEO of the Company has given a declaration that all Directors and Senior Management Personnel concerned, affirmed compliance with the Code of Conduct with reference to the year ended on March 31, 2018. Declaration is attached with the annual report.
Compliance certificate regarding compliance of conditions of Corporate Governance
The certificate received from M/s. B S R & Co. LLP, Chartered Accountants (ICAI Firm Registration No. 101248W/W-100022), Statutory Auditors of the Company, to the effect of compliance of conditions of Corporate Governance as required under Schedule V of the Listing Regulations is annexed with the Report.
Business Responsibility Report
The Business Responsibility Report, describing the initiatives taken by the Company during the period under review from an environmental, social and governance perspective, has been annexed to this Report in the format suggested under the Listing Regulations.
Demerger
During the year under review, the Board of Directors has consented to explore an option for the demerger of few businesses into Greenpanel Industries Ltd., a wholly owned subsidiary of the Company. The same is under consideration.
Fraud Reporting
There have been no frauds reported by the Auditors of the Company to the Audit Committee or the Board of Directors under sub-section (12) of section 143 of the Companies Act, 2013 during the financial year.
Disclosures with respect to Demat Suspense Account/ Unclaimed Suspense Account
The relevant details in this regard have been provided in the Corporate Governance Report annexed to this Report.
Particulars of employees
The information 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 annexed to this Report.
Acknowledgements
Your Directors place on record their sincere thanks and appreciation for the continuing support of financial institutions, consortium of banks, vendors, clients, investors, Central Government, State Governments and other regulatory authorities. The Directors also place on record their heartfelt appreciation for the commitment and dedication of the employees of the Company across all the levels who have contributed to the growth and sustained success of the Company.
For and on behalf of the Board of Directors
Shiv Prakash Mittal
Place: Kolkata Executive Chairman
Date: May 29, 2018 DIN: 00237242
Mar 31, 2017
To
The Members,
The Directors have pleasure in presenting their 27th Annual Report on the business and operations ofthe Company along with the Audited Accounts ofthe Company for the Financial Year ended March 31,2017.
FINANCIAL HIGHLIGHTS
The financial performance of your Company, for the year ended March 31,2017 is summarized below:
(Rs, in lacs)
|
Particulars |
2016-17 |
2015-16 |
||
|
Standalone |
Consolidated |
Standalone |
Consolidated |
|
|
Turnover |
176882.53 |
177344.71 |
171349.48 |
171311.01 |
|
Profit before finance charges, Tax, Depreciation/ |
25759.72 |
25090.24 |
25050.32 |
24875.55 |
|
Amortization (PBITDA) |
||||
|
Less: Finance Charges |
1811.77 |
1891.94 |
2891.07 |
2938.78 |
|
Profit before Depreciation/Amortization (PBTDA) |
23947.95 |
23198.30 |
22159.25 |
21936.77 |
|
Less: Depreciation |
4853.09 |
5066.28 |
4900.94 |
4968.40 |
|
Net Profit before Taxation (PBT) |
19094.86 |
18132.02 |
17258.31 |
16968.37 |
|
Provision for taxation |
5587.65 |
5587.65 |
4141.66 |
4141.66 |
|
Profit/(Loss) after Taxation (PAT) |
13507.21 |
12544.37 |
13116.65 |
12826.71 |
|
Transfer to General Reserve |
6500.00 |
6500.00 |
6500.00 |
6500.00 |
RESULT OF OPERATIONS AND THE STATE OF COMPANY''S AFFAIRS
During the year under review, your Company posted a stable performance with revenue of Rs, 176882.53 lacs as against Rs, 171349.48 lacs in the previous year. Profit for the year 2016-17 was Rs, 13507.21 lacs as against Rs, 13116.65 lacs in the previous year.
Exports during the year 2016-17 was Rs, 2738.49 lacs. Your Company is continuously trying to locate new export markets for its products and see good potential for growth in the exports business. As per the consolidated financial statements, the revenue from operation and profit for the year 2016-17 were Rs, 177344.71 lacs and Rs, 12544.37 lacs respectively as against Rs, 171311.01 lacs and Rs, 12826.71 lacs in the previous year.
Your Company continues to retain and reinforce its market share under organised sector with a pan India distribution network comprising of distributors/ dealers and retailers. Your Company is the preferred partner of choice for a large number of offices and home builders, having a comprehensive product portfolio servicing clients at every point of the price spectrum. Your Company is present across different price points to cater to the needs of all customers across the high-end, mid-market and value-for-money segments. During the year under review, your
Company continuously trying to locate new markets for its business venture of trading in wallpaper of different categories, sourced from various overseas suppliers and marketed in India under the Company''s brand.
OUTLOOK AND EXPANSION
TheCompa ny''s pan-India distribution networkensures easy availability of products in almost every part of India. The Company''s outlook remains favourable on account of its product integration capabilities, increasing brand visibility and the continuous support from its stakeholders. Wood panel market is one ofthe major verticals of the interior infrastructure, comprising materials used in building furniture. Such materials include plywood, engineered wood panels and decorative surface products. Your Company is currently operating primarily in the structural sphere of interior infrastructure domain with almost all the products in its basket catering to the structural needs of the customers. The demand for readymade furniture, manufactured with engineered panels like MDF, is rapidly growing. The real estate industry is one of the most significant growth drivers for the plywood sector. Your company also focused on the value added products to improve margin. Goods and Services (GST) Tax scheduled to be effective from 1 st July, 2017 is expected to bolster the economy with a simplified indirect tax system and more competitive and transparent markets.
Indian furniture industry is one of the world''s largest furniture markets. It is primarily driven by a substantial middle-class population, rapid urbanisation, favourable demographics, increasing per capita income and growing nuclear families. This will encourage strong demand growth for plywood and MDF. Reconstituted wood products, such as plywood, board and medium density fibreboards are likely to be used increasingly by consumers, real estate developers, furniture makers, railways and defence, are among others users. Innovations and use of technology shall help the wood industry to grow profitably, and leverage opportunities in the future.
Going forward, there is an increasing shift being witnessed towards the organised sector owing to brand and quality awareness. With wider choice, product innovation and warranty, being offered by organised players, customers are putting more focus on this segment.
In respect of setting-up of new MDF manufacturing unit in Chittoor, Andhra Pradesh, necessary steps are being taken to obtain the remaining statutory approvals/licenses to set-up the Unit. Contracts with the principal Process Equipment Suppliers, Engineering Consultancy Services, major Civil & Fabrication contractors, major Electrical Contractors & Suppliers have been executed/ are in the process of execution. Civil construction and Structural work are in progress. Majority ofthe imported machineries have reached the project site and the same are under process of installation. The said facility is expected to be commissioned in FY 2019.
In respect of setting-up of new Veneer, Lumber and Panel products manufacturing unit at Nkok SEZ, Gabon, West Africa, through step-down wholly owned subsidiary Greenply Gabon SA, the construction of the first shed has been completed. Peeling lines along with dryers and other ancillary machineries have arrived at the project site and installed. Raw material has begun to arrive at the site and trial runs is under process. The unitwill start commercial production of Veneer shortly.
In respect of setting-up of a new unit adjacent to the existing unit ofthe Company in Bamanbore, Gujarat, for manufacturing of decorative plywood/decorative veneers, the Company has discussed with vendors and finalized the machineries and civil construction work for the upcoming unit.
In respect of setting-up of a new unit in Sandila Industrial Area, Sandila, Dist: Hardoi, Uttar Pradesh for manufacturing of Plywood and its allied products, the Company has made an application for the allotment of land with respective government authority.
Your Directors are confident of achieving better results in the coming years.
SUBSIDIARIES AND JOINT VENTURE
Presently, your Company has three overseas wholly owned subsidiaries viz.(i) Greenply Trading Pte. Ltd., Singapore, engaged in the business of trading and marketing of veneers, panel products, wooden flooring & allied products and also investments in companies engaged in manufacturing and trading of said products.(ii) Greenply Holdings Pte. Ltd., Singapore, with the objective to hold the investment (presently held by Greenply Trading Pte. Limited, Singapore) in Greenply Alkemal (Singapore) Pte. Ltd., Singapore, (iii) Greenply Middle East Limited, Dubai, UAE, with the objective to manage, control and hold investment in Greenply Gabon SA, Gabon, West Africa and general trading business.
Further, your Company has an overseas step-down wholly owned subsidiary viz. Greenply Gabon SA, Gabon, West Africa, (Subsidiary of Greenply Middle East Limited, Dubai, UAE) with the objective to manage and control the proposed veneer, lumber and panel products manufacturing unit at Nkok SEZ in Gabon, West Africa.
Your Company also has one overseas joint venture namely Greenply Alkemal (Singapore) Pte. Ltd. (a joint venture company of Greenply Industries Limited, India through its wholly owned subsidiary Greenply Trading Pte.Ltd., Singapore and Alkemal Singapore Pte. Ltd., Singapore) engaged in the business of trading and marketing of commercial veneers and panel products. Further, the joint venture Company also control the Myanmar based Company, which is engaged in the business of manufacturing and trading of veneer and lumber.
The statement in form AOC-1 containing the salient features of the financial statements of subsidiaries/ associate companies/joint ventures pursuant to first proviso to sub-section (3) of section 129 read with rule 5 of Companies (Accounts) Rules, 2014 is annexed to this Report. Further, the contribution of Greenply Trading Pte. Ltd., Singapore, Greenply
Holdings Pte. Ltd., Singapore and Greenply Middle East Limited, Dubai, UAE, wholly owned subsidiaries to overall performance of the Company during the year under review is mentioned in Note no. 4.1 ofthe Consolidated Financial Statements.
CHANGE(S) IN THE NATURE OF BUSINESS
There has been no change in the nature of business ofthe Company.
CONSOLIDATED FINANCIAL STATEMENTS
For the period under review, the Company has consolidated the financial statements of its wholly owned subsidiaries viz. Greenply Trading Pte. Ltd., Singapore, Greenply Holdings Pte. Ltd., Singapore and Greenply Middle East Limited, Dubai (UAE). In accordance with third proviso of Section 136(1) of the Companies Act, 2013, 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.areenplv.com. Further, as per fourth proviso of the said section, audited annual accounts of the subsidiary companies and Joint Venture Company have also been placed on the website of the Company, www.areenplv.com. Shareholders interested in obtaining a copy of the audited annual accounts of the subsidiary companies and JointVenture Company may write to the Company Secretary at the Company''s registered office. A statement containing salient features of the financial statements of subsidiary/associate companies/joint venture in form AOC -1 is annexed to this Report.
CREDIT RATING
During the year "Credit Analysis and Research Ltd. (CARE)"and "India Ratings & Research" have reaffirmed our external credit rating for both long term and short term borrowings as detailed below:
|
Rating Agency |
Instrument |
Rating |
|
CARE |
Banking Facilities - Long Term |
CARE AA- |
|
CARE |
Banking Facilities - Short Term |
CAREA1 |
|
CARE |
Short Term Debt (including Commercial Paper) |
CAREA1 |
|
India Ratings & Research |
Banking Facilities - Long Term |
IND AA- |
|
India Ratings & Research |
Banking Facilities - Short Term |
INDA1 |
|
India Ratings & Research |
Short Term Debt (including Commercial Paper) |
INDA1 |
Above credit rating reflects Company''s commitment and capability to persistent growth through prudence and focus on financial discipline.
DIVIDEND
Your Directors recommend a final dividend of 60%
i.e. Rs, 0.60 per equity share (previous year 60% i.e. Rs, 0.60 per equity share of Rs, 1/-) on the Company''s 122627395 equity shares of Rs, 1/- each for financial year 2016-17. The final dividend on the equity shares, if declared as above, would involve an outflow of Rs, 735.76 lacs towards dividend and Rs, 149.78 lacs towards dividend distribution tax, resulting in a total outflow ofRs, 885.54 lacs.
TRANSFERTO RESERVES
Your Directors propose to transfer Rs, 6500 lacs to the General Reserve.
CHANGES IN SHARE CAPITAL
Pursuant to a special resolution passed by the members of the Company, through postal ballot voting (including e-voting) process on 31st July, 2016 (the last date specified by the Company for receipt of duly completed postal ballot forms or e-voting), for issuance of equity shares including convertible bonds/ debentures through Qualified Institutional Placement (QIP) and / or depository receipts and / or any other modes for an amount not exceeding Rs, 1000 million, the Company has issued and allotted 19,45,525 equity shares of face value of Rs, 1 each through QIP to Qualified Institutional Buyers at the issue price of Rs, 257 per equity share, aggregating to Rs, 49,99,99,925. Accordingly, issued, subscribed & paid up share capital of the Company has been increased from Rs, 1206.82 lacs (12,06,81,870 equity shares ofRs, 1 each) to Rs, 1226.27 lacs (12,26,27,395 equity shares ofRs, 1 each). The objects of the QIP was to use the gross proceeds of the issue for the purpose of setting-up new MDF manufacturing unit in Chittoor, Andhra Pradesh. Pursuant to Regulation 32 ofthe Listing Regulations, your directors confirm thatthere has been no deviation in the use of QIP proceeds from the objects stated in the Placement Document dated August 12,2016.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
In accordance with the provisions ofthe Companies Act, 2013 and the Articles of Association of the Company, Mr. Shiv Prakash Mittal [DIN: 00237242], Executive Chairman of the Company, will retire by rotation at the ensuing Annual General Meeting and is eligible for re- appointment.
The Board of Directors at their meeting held on 24th January, 2017, subject to approval of members ofthe Company has accorded their approval to re-appoint Mr. Shiv Prakash Mittal as the Executive Chairman of the Company for a further period of 5 years w.e.f. 01.02.2017 on the existing terms and conditions including remuneration. During the proposed tenure commencing w.e.f. 01.02.2017, Mr. Shiv Prakash Mittal would be attaining the age of 70 years and hence, his re-appointment would require approval of members ofthe Company by way of passing of special resolution in terms of Part I of Schedule V of the Companies Act, 2013. The same was recommended to the Board of Directors by the Nomination and Remuneration Committee at its meeting held on 24th January, 2017. The detailed terms and conditions including remuneration have been mentioned in the Notice convening 27th Annual General Meeting. Further, the details of Mr. Shiv Prakash Mittal [DIN: 00237242] as required under Listing Regulations and SS-2 have also been provided in the Corporate Governance Report and the Notice of 27th Annual General Meeting.
During the year under review, the Company has received all necessary approvals from the concerned authorities regarding re-appointment of Mr. Shobhan Mittal [DIN: 00347517] as a Joint Managing Director & CEO of the Company for a period of five years with effect from September 1,2016.
None ofthe Directors of your Company is disqualified under the provisions of Section 164(2)(a) & (b) of the Companies Act, 2013.
DECLARATION BY INDEPENDENT DIRECTORS
The Independent Directors of the Company have given their declarations to the Company to the effect of meeting the criteria of independence as provided in Section 149 (7) read with Section 149(6) of the Companies Act, 2013 and Listing Regulations.
MEETINGS OF THE BOARD OF DIRECTORS
Six (6) Board Meetings were held during the financial year ended 31st March, 2017. The details ofthe Board Meetings with regard to their dates and attendance of each ofthe Directors there at have been provided in the Corporate Governance Report.
PERFORMANCE EVALUATION
Pursuant to the provisions of the Companies Act, 2013 and Listing Regulations, the Board has carried out the annual performance evaluation of the Directors individually as well as evaluation of the working ofthe Board and ofthe Committees ofthe Board, by way of individual and collective feedback from Directors.
Pursuant to Para VII of Schedule IV ofthe Companies Act, 2013 and Listing Regulations, a meeting ofthe Independent Directors ofthe Company was convened on March 16,2017 to perform the following:
- review the performance of non-independent directors and the Board as a whole;
- review the performance of the Chairperson of the Company, taking into account the views of executive directors and non-executive directors;
- Assess 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.
Further, the Nomination and Remuneration Committee also evaluated the performance of all the directors ofthe Company.
The criteria for evaluation are briefly provided below:
a. For Independent Directors:
- General parameters
- Roles & responsibilities to be fulfilled as an Independent director
- Participation in Board process.
b. For Executive & Non-executive Directors:
- Governance
- Strategy
- Stakeholder focus
- Communication & influence
- Quality or capability
- Performance improvement
- Financial & riskawareness
The Directors expressed their satisfaction with the evaluation process.
FAMILIARISATION PROGRAMME
The details of the familiarisation programme undertaken have been provided in the Corporate Governance Report along with the web link thereof.
MANAGERIAL REMUNERATION
As per the provisions of Section 197 of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of managerial personnel) Rules, 2014, the Company is required to disclose the following information in the Board''s Report.
(a) ratio ofthe remuneration of each director to the median remuneration ofthe employees ofthe Company for the financial year;
|
Name |
Designation |
Ratio to median remuneration of employees |
|
Mr. Shiv Prakash Mittal |
Executive Chairman |
347.45 |
|
Mr. Rajesh Mittal |
Managing Director |
339.60 |
|
Mr. Shobhan Mittal |
Joint Managing Director & CEO |
228.83 |
|
Mr. Moina Yometh Konyak |
Non-executive Director |
6.42 |
|
Mr. Susil Kumar Pal |
Independent Director |
6.42 |
|
Mr. Vinod Kumar Kothari |
Independent Director |
6.42 |
|
Mr. Anupam Kumar Mukerji |
Independent Director |
6.42 |
|
Ms. Sonali Bhagwati Dalai |
Independent Director |
6.42 |
|
Mr. Upendra Nath Challu |
Independent Director |
6.42 |
(b) percentage increase in remuneration of each director. Chief Financial Officer, Chief Executive Officer, Company Secretary or Manager, if any, in the financial year;
|
Name |
Designation |
% increase |
|
Mr. Shiv Prakash Mittal |
Executive Chairman |
05.32 |
|
Mr. Rajesh Mittal |
Managing Director |
05.45 |
|
Mr. Shobhan Mittal |
Joint Managing Director & CEO |
-19.21 |
|
Mr. Moina Yometh Konyak |
Non-executive Director |
00.00 |
|
Mr. Susil Kumar Pal |
Independent Director |
00.00 |
|
Mr. Vinod Kumar Kothari |
Independent Director |
00.00 |
|
Mr. Anupam Kumar Mukerji |
Independent Director |
00.00 |
|
Ms. Sonali Bhagwati Dalai |
Independent Director |
00.00 |
|
Mr. Upendra Nath Challu |
Independent Director |
00.00 |
|
Mr. Vishwanathan Venkatramani |
Chief Financial Officer |
06.00 |
|
Mr. Kaushal Kumar Agarwal |
Company Secretary & Vice President-Legal |
08.00 |
(c) percentage increase in the median remuneration of employees in the financial year 2016-17;
06.58
(d) number of permanent employees on the rolls of Company;
3451
(e) average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration;
7.81% (non-Managerial personnel) - 1.37% (Managerial Personnel)
(f) We hereby affirm that the remuneration paid to the Executives is as per the Remuneration Policy of the Company approved by the Board of Directors.
(g) Managing Directors and Whole-time Directors ofthe Company do not receive any commission from its subsidiary companies. However, Mr. Shobhan Mittal, Joint Managing Director &
CEO of the Company is drawing remuneration from Greenply Trading Pte. Ltd., WOS of the Company.
All elements of remuneration package as required under Listing Regulations have been provided in the Corporate Governance Report.
STATUTORY AUDITORS AND THEIR REPORT
As per the provisions of Section 139 ofthe Companies Act 2013, the term of office of M/s. D. Dhandaria & Company, Chartered Accountants (Firm Registration no. 306147E), as Statutory Auditors of the Company will conclude from the close of the forthcoming Annual General Meeting ofthe Company.The Board of Directors places on record its appreciation for the services rendered by M/s. D. Dhandaria & Company as the Statutory Auditors ofthe Company.
Subject to the approval of the Members, the Board of Directors of the Company has recommended the appointment of M/s. B S R & Co. LLP, Chartered Accountants (ICAI Firm Registration No. 101248W/W-100022) as the Statutory Auditors of the Company pursuant to Section 139 of the Companies Act, 2013. Members''attention is drawn to a Resolution proposing the appointment of M/s. B S R & Co. LLP, Chartered Accountants (ICAI Firm Registration No. 101248W/W-100022) as Statutory Auditors of the Company which is included at Item No.4 ofthe Notice convening the Annual General Meeting.
The Notes on Financial Statements referred to in the Auditors'' Report are self-explanatory and, therefore, do not call for further clarification. The Auditor''s Report for Financial Year ended March 31, 2017 does not have any qualifications.
COST AUDITORS
During the year under review, cost audit was not applicable to the Company.
INTERNAL AUDITOR
The Company has in-house Internal Audit team headed by qualified and experienced Executive. The scope, functioning, periodicity and methodology for conducting internal audit were approved by the Board of Directors and reviewed by the Audit Committee from time to time. Further, the Audit committee discussed and reviewed the adequacy of internal audit function, including the structure of the internal audit department, staffing and seniority of the official, heading the department, reporting structure coverage and frequency of internal audit.
SECRETARIAL AUDITOR
The Board of Directors of the Company had appointed M/s. Nidhi Bagri & Company, Practising Company Secretary (Membership No. ACS 24765/COP No.9590), Kolkata, to conduct Secretarial Audit for the financial year 2016-17. The Secretarial Audit Report of M/s. Nidhi Bagri & Company, Practising Company Secretary, in Form MR-3, for the financial year ended 31 st March, 2017, is annexed to this report.
RESPONSE TO SECRETARIAL AUDITOR''S OBSERVATION
It has been observed by the Secretarial Auditor that during the financial year 2016-17, the Company has spent Rs, 226.84 Lacs towards CSR activities, which is less than 2% ofthe average net profit of last 3 financial years. In response to the same, your Company would like to submit that during the year under review, the Company has undertaken CSR activities directly and through its Trust namely GREENPLY FOUNDATION. The Trust has utilized unspent amount lying with it as on 31.03.2016 for the CSR activities. Further, to maintain the integrity of CSR expenditure, the Company has transferred Rs, 240.00 lacs to the Trust during FY 2016-17. The Company has spentRs, 226.84 lacs towards CSR activities (directly and through Trust-Greenply Foundation) during the year, which is less than the minimum allocation of CSR being 2% of the average net profit of last 3 financial years amounting to Rs, 307.26 lacs in total. Though the Company has actually contributed more than the aforesaid amount of minimum allocation during FY 2016-2017, however, the same could not be fully utilized by few Implementing Agencies as on 31.03.2017. The Trust has also earned Rs, 7.01 lacs on temporary investment with Banks during FY
2016-17. The unutilized fund lying with the Trust as on 31.03.2017 amounting to Rs, 144.84 lacs (net of liabilities ofRs, 0.45 lacs) and unutilized fund lying with the Implementing Agencies as on 31.03.2017 will be used for CSR activities along with fresh funding, if any, from the Company, during FY 2017-18. The Company is committed to the underlying intent of CSR and is optimistic of meeting its obligations under section 135 of the Companies Act, 2013 and thereby make a positive impact on the society.
AUDIT COMMITTEE
The Company''s Audit Committee comprises of four Non-Executive Independent Directors viz. Mr. Susil Kumar Pal, Mr. Vinod Kumar Kothari, Mr. Anupam Kumar Mukerji and Mr. Upendra Nath Challu and two Executive-Promoter Directors viz. Mr. Rajesh Mittal and Mr. Shobhan Mittal.The Committee inter-alia reviews the Internal Control System, reports of Internal Auditors, compliance of various regulations and evaluates the internal financial controls and risk management system ofthe Company.The Committee also reviews at length the Financial Statements and results before they are placed before the Board. The terms of reference of the Audit Committee and other details have been provided in the Corporate Governance Report.
VIGIL MECHANISM
In pursuance to the provisions of section 177(9) & (10) of the Companies Act, 2013 and erstwhile equity listing agreement, a vigil mechanism or ''Whistle Blower Policy'' for directors and employees to report genuine concerns had been established and implemented. The policy safeguards the whistle blowers to report concerns or grievances and also provides a direct access to the Chairman ofthe Audit Committee. During theyear under review none ofthe personnel has been denied access to the Chairman of the Audit Committee. The policy has been uploaded on the website ofthe Company and is available at the weblink at http://www.areenplv.com/imaaes/pdf/ Vigil Mechanism Policv.pdf.
NOMINATION AND REMUNERATION COMMITTEE
The Company''s Nomination and Remuneration Committee comprises of three Non-Executive Independent Directors viz. Mr. Susil Kumar Pal, Mr. Vinod Kumar Kothari, Mr. Anupam Kumar Mukerji and one Executive-Promoter Director Mr. Shiv Prakash Mittal. The Remuneration Policy of the Company is uploaded on the website ofthe Company. The weblink is http://www.areenplv.com/imaaes/ pdf/Greenplv-remuneration-policv.pdf. The terms of reference and other details of the Nomination and Remuneration Committee has also been provided in the Corporate Governance Report. However, brief outline ofthe Remuneration Policy is as follows:
The Remuneration Policy applies to all the "Executives" of the Company.The Policy also helps the Company to attain Board diversity and creates a basis for succession planning. In addition, it is intended to ensure that-
a) theCompanyisabletoattract.developand retain high-performing and motivated Executives in a competitive international market;
b) the Executives are offered a competitive and market aligned remuneration package, with fixed salaries being a significant remuneration component.as permissible underthe Applicable Law;
c) remuneration ofthe Executives are aligned with the Company''s business strategies, values, key priorities and goals.
In framing the aforesaid Remuneration Policy, the Nomination and Remuneration Committee ensures that a competitive remuneration package for all Executives is maintained and is also benchmarked with other companies operating in national and global markets.
The nomination of the Independent Directors of the Company shall be in accordance with the principles as stated under the said Policy.
The assessment for Functional Heads are done on the basis of below parameters by the concerned interview panel ofthe Company -
a) Competencies
b) Capabilities
c) Compatibility
d) Commitment
e) Character
f) Strong interpersonal skills
g) Culture among others.
The various remuneration components would be combined to ensure an appropriate and balanced remuneration package.
The five remuneration components are -
- fixed remuneration (including fixed supplements)
- performance based remuneration (variable salary)
- pension schemes, where applicable
- other benefits in kind
- severance payment, where applicable
The fixed remuneration is determined on the basis of the role and position of the individual, including professional experience, responsibility, job complexity and local market conditions.
The performance-based remuneration motivates and rewards high performers who significantly contribute to sustainable results, perform according to set expectations for the individual in question, and generates stakeholder value within the Group.
Any fee/remuneration payable to the Non-Executive directors ofthe Company shall abide by the following norms -
i. If any such director draws or receives, directly or indirectly, by way of fee/remuneration any such sums in excess ofthe limit as prescribed or without the prior sanction, where it is required, under the Applicable law such remuneration shall be refunded to the Company and until such sum is refunded, hold it in trust for the Company. The Company shall not waive the recovery of any sum refundable to it;
ii. Such directors may receive remuneration by way of fee for attending meetings of the Board or Committee thereof or for any other purpose whatsoever as may be decided by the Board, as permissible under Applicable law;
iii. An independent director shall not be entitled to any stock option and may receive remuneration only by way of fees and reimbursement of expenses for participation in meetings of the Board or Committee thereof and profit related commission, as may be permissible by the Applicable law.
Apart from above, the Policy also entitles Executives to a severance fee.
STAKEHOLDERS RELATIONSHIP COMMITTEE
The Stakeholders Relationship Committee comprises two Promoter Directors viz. Mr. Rajesh Mittal and Mr. Shobhan Mittal and two Non-Executive Independent Directors viz. Mr. Anupam Kumar Mukerji and Mr. Susil Kumar Pal. The detailed terms of reference and other details ofthe Committee has been provided in the Corporate Governance Report.
RISK MANAGEMENT POLICY
On the basis of riskassessment criteria,yourCompany has identified risks as minor/moderate/important/ material or severe depending on their impact on turnover, profit after tax and return on capital employed. A risk library wherein the Company has allotted scores to the risks based on risk significance and risk likelihood. On the basis of risk scores the Company has identified few material risks for the organisation. The risks scores were initially done at the level of Operational Heads of Finance & Accounts, Sales, Production and HR and finally assessment was done based on scores given by an internal committee of the Company. However, the risks are dynamic and the Company will be adding new risks and removing some ofthe existing risks as and when the Company develop solutions for the existing risks. Accordingly, the Company has in place a mechanism to identify, assess, monitor and mitigate various risks to key business objectives. The Audit Committee of the Board evaluating risks management policy of the company on quarterly basis.
EXTRACT OF THE ANNUAL RETURN
The extract of Annual Return as required under section 134(3) (a) of the Companies Act, 2013 read with Rule 12(1) ofthe Companies (Management and Administration) Rules, 2014 in Form No. MGT-9, is annexed to this Report.
MATERIAL CHANGES AND COMMITMENTS
There have been no material changes and commitments affecting the financial position of the Company since the close of financial year i.e. since 31st March, 2017 till the date of this Report. Further, it is hereby confirmed that there has been no change in the nature of business ofthe Company.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS/COURTS/TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND THE COMPANY''S OPERATIONS IN FUTURE
As such there is no significant and material order has been passed by any Regulator/Court/Tribunals impacting the going concern status and the Company''s operation in future.
INTERNAL FINANCIAL CONTROLS
Your Company has, in all material respects, an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting are operating effectively based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control. Your Company had laid down guidelines.
policies, procedures and structure for appropriate internal financial controls across the company. These control processes enable and ensure orderly and efficient conduct of Company''s business, including safeguarding of assets, prevention and detection of frauds and errors, the accuracy and completeness of the accounting records and timely preparation & disclosure of financial statements. Reviewand control mechanisms are built in to ensure that such control systems are adequate and operating effectively. The Audit Committee evaluated the internal financial controls based on the following criteria:
1. Systems have been laid to ensure that all transactions are executed in accordance with management''s general and specific authorization. There are well-laid manuals for such general or specific authorization.
2. Systems and procedures exist to ensure that all transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles or any other criteria applicable to such statements, and to maintain accountability for aspects and the timely preparation of reliable financial information.
3. Access to assets is permitted only in accordance with management''s general and specific authorization. No assets of the Company are allowed to be used for personal purposes, except in accordance with terms of employment or except as specifically permitted.
4. The existing assets ofthe Company are verified/ checked at reasonable intervals and appropriate action is taken with respect to any differences, if any.
5. Proper systems are in place for prevention and detection of frauds and errors and for ensuring adherence to the Company''s policies.
A report on the internal financial controls under clause (i) of sub-section 3 of Section 143 of the Companies Act, 2013 issued by M/s. D. Dhandaria & Company, Chartered Accountants, Statutory Auditors of the Company is attached with their Independent Auditor''s report and the same is self-explanatory.
INDIAN ACCOUNTING STANDARDS (IND AS) -IFRS CONVERGED STANDARDS
Your Company has adopted Ind AS with effect from April 1,2016 pursuant to Ministry of Corporate Affairs notification dated February 16, 2015 notifying the Companies (Indian Accounting Standard) Rules, 2015.
INSURANCE
Your Company''s properties, including building, plant, machineries and stocks, among others, are adequately insured against risks.
PARTICULARS OF LOANS/ADVANCES/ INVESTMENTS AS REQUIRED UNDER SCHEDULE V OFTHE LISTING REGULATIONS
The details of related party disclosures with respect to loans/advances/investments at the year end and maximum outstanding amount thereof during the year as required under Part A of Schedule V of the Listing Regulations have been provided in the notes to the Financial Statements ofthe Company.
LOANS/ADVANCES, GUARANTEE AND INVESTMENTS UNDER SECTION 186 OFTHE COMPANIES ACT, 2013
Details of loans/advances granted, guarantees given and investments made during the year under review, covered under the provisions of Section 186 of the Companies Act, 2013 are annexed to this Report.
DEPOSITS
During the financial year 2016-17, the Company did not invite or accept any deposits from the public under Section 76 ofthe Companies Act, 2013.
RELATED PARTY TRANSACTIONS
There are no materially significant related party transactions made by the Company which may have potential conflict with the interest of the Company. Related party transactions that were entered into during the year under review were on arm''s length basis and were in ordinary course of business. The Particulars of material related party transaction is provided in Form AOC-2 as required under section 134(3)(h) ofthe Companies Act, 2013 read with Rule 8(2) ofthe Companies (Accounts) Rules, 2014. Further, suitable disclosure as required by the Accounting Standards (Ind AS 24) has been made in the notes to the Financial Statements. The Board has approved a policy for related party transactions which has been uploaded on the Company''s website. The web link as required under Listing Regulations is as under: http://www.greenplv.com/images/pdf/Related-Partv-Transaction(s)-Policv.pdf
CORPORATE GOVERNANCE
Your Company is committed to observe good Corporate Governance practices. The report on Corporate Governance for the financial year ended March 31, 2017, as per Regulation 34(3) read with Schedule V of the Listing Regulations forms part of this Annual Report and annexed to this Report. The requisite certificate from Statutory Auditors, M/s.
D. Dhandaria & Company, Chartered Accountants confirming compliance with the conditions of corporate governance, is attached to this Report on Corporate Governance.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
The Report on Management Discussion and Analysis Report as required under Listing Regulations forms part of this Annual Report and is annexed to this Report. Certain Statements in the said report may be forward looking. Many factors may affect the actual results, which could be different from what the Directors envisage in terms ofthe future performance and outlook.
POLICY ON SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
The Company has in place a Policy on prevention of Sexual Harassment in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. There were no complaints pending for the redressal at the beginning of the year and no complaints received during the financial year.
CONSERVATION OF ENERGY,TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO
The information required under section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014, is annexed to this Report.
CORPORATE SOCIAL RESPONSIBILITY
During the year under review, the Company has undertaken CSR activities directly and through its Trust namely GREENPLY FOUNDATION. The Trust has utilized unspent amount lying with it as on 31.03.2016 for the CSR activities. Further, to maintain the integrity of CSR expenditure, the Company has transferred Rs, 240.00 lacs to the Trust during FY 2016-17. The Company has spent Rs, 226.84 lacs towards CSR activities (directly and through Trust-Greenply Foundation) during the year, which is less than the minimum allocation of CSR being 2% ofthe average net profit of last 3 financial years amounting to Rs, 307.26 lacs in total. Though the Company has actually contributed more than the aforesaid amount of minimum allocation during FY 2016-2017 , however, the same could not be fully utilized by few Implementing Agencies as on 31.03.2017. The Trust has also earned Rs, 7.01 lacs on temporary investment with Banks during FY 2016-17. The unutilized fund lying with the Trust as on 31.03.2017 amounting to Rs, 144.84 lacs (net of liabilities of Rs, 0.45 lacs) and unutilized fund lying with the Implementing Agencies as on 31.03.2017 will be used for CSR activities along with fresh funding, if any, from the Company, during FY 2017-18. The Company is committed to the underlying intent of CSR and is optimistic of meeting its obligations under section 135 of the Companies Act, 2013 and thereby make a positive impact on the society. In compliance with requirements of Section 135 of the Companies Act, 2013, the Company has a CSR Policy. The composition of the Committee, contents of CSR Policy and report on CSR activities carried out during the Financial Year ended 31st March, 2017 in the format prescribed under Rule 9 of the Companies (Accounts) Rules, 2014 is annexed to this Report.
DIRECTORS''RESPONSIBILITY STATEMENT
In terms of provisions of Section 134(5) of the Companies Act, 2013, your directors state that:
(i) in the preparation of the annual financial statements for the financial year ended March 31, 2017, the applicable accounting standards had been followed along with proper explanation relating to 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 ofthe company at the end ofthe financial year and ofthe 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;
(iv) the directors had prepared the annual accounts on a going concern basis;
(v) the directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively and
(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.
CEO AND CFO CERTIFICATION
Pursuant to the Listing Regulations, the CEO and CFO certification is attached with the Annual Report. The Joint Managing Director &CEO and the Chief Financial Officer also provide quarterly certification on financial results while placing the financial results before the Board in terms ofthe Listing Regulations.
CODE OF CONDUCT FOR DIRECTORS AND SENIOR MANAGEMENT PERSONNEL
The Code of Conduct is posted on the Company''s website. The Joint Managing Director & CEO of the Company has given a declaration that all Directors and Senior Management Personnel concerned, affirmed compliance with the Code of Conduct with reference to the year ended on March 31, 2017. Declaration is attached with the annual report.
COMPLIANCE CERTIFICATE REGARDING COMPLIANCE OF CONDITIONS OF CORPORATE GOVERNANCE
The certificate received from M/s. D. Dhandaria & Company, Chartered Accountants (Firm Registration no. 306147E), Statutory Auditors of the Company, to the effect of compliance of conditions of Corporate Governance as required under Schedule V of the Listing Regulations is annexed with the Report.
BUSINESS RESPONSIBILITY REPORT
The Business Responsibility Report, describing the initiatives taken by the Company during the period under review from an environmental, social and governance perspective, has been annexed to this Report in the format suggested under the Listing Regulations.
FRAUD REPORTING
There have been no frauds reported by the Auditors ofthe Company to the Audit Committee or the Board of Directors under sub-section (12) of section 143 of the Companies Act, 2013 during the financial year.
DISCLOSURES WITH RESPECT TO DEMAT SUSPENSE ACCOUNT/ UNCLAIMED SUSPENSE ACCOUNT
The relevant details in this regard have been provided in the Corporate Governance Report annexed to this Report.
PARTICULARS OF EMPLOYEES
The information required under section 197 ofthe Companies Act, 2013 read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed to this Report.
ACKNOWLEDGEMENTS
Your Directors place on record their sincere thanks and appreciation for the continuing support of financial institutions, consortium of banks, vendors, clients, investors. Central Government, State Governments and other regulatory authorities. The Directors also place on record their heartfelt appreciation for the commitment and dedication ofthe employees ofthe Company across all the levels who have contributed to the growth and sustained success ofthe Company.
Forand on behalf ofthe Board of Directors
Shiv Prakash Mittal
Executive Chairman
DIN: 00237242
Place: Kolkata
Date: May 29, 2017
Mar 31, 2015
The Members,
The Directors have pleasure in presenting their 25th Annual Report on
the business and operations of the Company along with the Audited
Accounts of the Company for the Financial Year ended March 31, 2015.
FINANCIAL HIGHLIGHTS
The financial performance of your Company, for the year ended March
31,2015 is summarized below:
(Rs. in lacs)
Particulars 2014-15 2013-14
Standalone Consolidated Standalone Consolidated
Turnover 156058.41 156058.41 215802.05 221511.49
Profit before finance
charges, Tax, 20600.48 20841.69 26523.72 27257.93
Depreciation/Amortization
(PBITDA)
Less : Finance Charges 3591.30 3591.30 5829.46 6017.22
Profit before Depreci
ation/Amortization (PBTDA) 17009.18 17250.39 20694.26 21240.71
Less : Depreciation 4706.11 4706.11 5756.86 5957.22
Net Profit before Excep
tional Item and Taxation 12303.07 12544.28 14937.40 15283.49
Exceptional Items
- Loss/(Gain) (1575.53) (1575.53) - -
Net Profit before
Taxation (PBT) 13878.60 14119.81 14937.40 15283.49
Provision for taxation 1696.87 1696.87 3490.73 3525.70
Minority Interest - - - 0.55
Profit/(Loss) after
Taxation (PAT) 12181.73 12422.94 11446.67 11757.24
Provision for proposed
dividend 724.09 724.09 724.09 724.09
Dividend tax 147.41 147.41 123.06 123.06
Transfer to General
Reserve 6500.00 6500.00 1400.00 1400.00
RESULT OF OPERATIONS AND THE STATE OF COMPANY''S AFFAIRS
During the year under review, your Company posted a stable performance
with revenue of Rs. 156425.04 lacs. Profit for the year 2014-15 was Rs.
12181.73 lacs.
Exports during the year 2014-15 was Rs. 586.71 lacs. The Company is
trying to locate new export markets for its products and see good
potential for growth in the exports business. As per the consolidated
financial statements, the revenue from operation and profit for the
year 2014- 15 were Rs. 156425.04 lacs and Rs. 12422.94 lacs
respectively.
In respect of manufacture of new value added products in the Company''s
existing MDF Unit at Pantnagar, Uttarakhand, your Company has started
commercialproduction of ''laminated wooden flooring''.
Your Company is the preferred partner of choice for a large number of
office and home builders. It has a comprehensive product portfolio of
servicing clients under its various brands. Your company also focused
on the value added products to improve margin.
During 2014-15, your Company continued its efforts in the area of
product integration and deeper market penetration. Your Company is
present across different price points to cater to all customers across
the high-end, mid-market and value-for-money segments.
OUTLOOK AND EXPANSION
The Company''s outlook remains favourable on account of its product
integration capabilities, increasing brand visibility and the
continuous support from its stakeholders. The Company''s pan-India
distribution network ensures easy availability of products in almost
every part of India. With the emerging positive sentiment in the
market-place owing to conducive investment climate the product
categories in which the organization is currently operating will see
healthy growth in the coming years. Greenply is currently operating
primarily in the structural sphere of interior infrastructure domain
with almost all the products in its basket catering to the structural
needs of the customers.
A growing middle class in India seeks new wood products, especially in
the sustainable green wood segment. Reconstituted wood products, such
as plywood, board, particleboard and medium density fibreboards are
likely to be used increasingly by consumers, real estate developers,
furniture makers, railways and defence, among others. Innovations and
use of technology shall help the wood industry to grow profitably, and
leverage opportunities in the future.
Strong growth trends in the housing and real estate sectors makes us
believe that the organization can reap further benefits in form of
sustainable revenue growth and improved profitability by exploring
diversification opportunities in areas where a latent but high
potential demand is present.
In respect of setting-up of the new MDF Unit in Andhra Pradesh,
necessary steps are being taken to obtain various statutory
approvals/licenses and technical discussions are in progress with
various agencies to set up the unit. Further, in respect of manufacture
of new value added products in the Company''s existing MDF Unit at
Pantnagar, Uttarakhand, the civilconstruction work and installation of
machineries have been completed for the new production lines of UV
Coated Panels and the trial production is in process.
Your Company has decided to start new business venture of trading in
wallpaper of different categories to be sourced from various overseas
suppliers and marketed in India under the Company''s brand. Indian
wallpaper market is currently estimated to be worth Rs. 800 Crores
growing at a CAGR of 20%. Retail segment constitutes 46% of the
totalmarket size and the balance 54% comes from sales in the
Institutional segment. Globally, wallpapers have emerged as a strong
substitute for textured paints.
Your Directors are confident of achieving better results in the coming
years.
SUBSIDIARIES AND JOINT VENTURE
The Company had incorporated a subsidiary viz. Greenply Industries
(Myanmar) Pvt. Ltd. in Myanmar and obtained approval of the Myanmar
Investment Commission to set-up a veneer or veneer cum plywood unit.
Greenply Industries (Myanmar) Pvt. Ltd. has commenced commercial
production of "CommercialVeneers". Further, GREENPLY ALKEMAL
(SINGAPORE) PTE. LTD. (a joint venture company of Greenply Industries
Limited, India and Alkemal Singapore Pte. Ltd., Singapore) was
incorporated on 14.05.2014 as a Private Limited Company in Singapore.
The said Joint Venture Company is equally owned (50:50 investments
owned directly or through subsidiary/ affiliates) by Greenply
Industries Limited and Alkemal Singapore Pte. Limited. The Joint
Venture Company has started its business and subject to necessary
regulatory approvals, will acquire and own 100% share of Greenply
Industries (Myanmar) Pvt. Ltd. Company''s wholly owned subsidiary.
Greenply Trading Pte. Ltd., Singapore was incorporated with an
objective to carry on the business of manufacturing and trading of
Plywood, veneers, MDF, wooden flooring & allied products and
investments in companies manufacturing and trading said products. The
Company is exploring market for trading of Plywood, veneers, MDF,
wooden flooring & allied products through its wholly owned subsidiary,
Greenply Trading Pte. Ltd., Singapore.
CHANGE(S) IN THE NATURE OF BUSINESS AND COMPOSITE SCHEME OF ARRANGEMENT
During the year under review, the Hon''ble Gauhati High Court has, on
October 31, 2014, approved the composite Scheme of Arrangement under
Sections 100 to 104 and 391 to 394 of the Companies Act, 1956 between
Greenply Industries Limited ("Greenply") and Greenlam Industries
Limited ("Greenlam") and their respective shareholders and creditors,
for demerger of the Decorative Business (comprising of Laminates and
Allied Products) of Greenply with all its assets and liabilities, into
Greenlam with effect from April 01, 2013 (Appointed Date). The Scheme
was effective w.e.f. November 17, 2014 i.e. the date of filing of the
certified copy of the order of the Hon''ble Gauhati High Court with the
Registrar of Companies, Shillong. Consequent to the scheme becoming
effective, shareholders of Greenply Industries Limited were allotted
one fully paid up equity share of Rs. 5 each of Greenlam Industries
Limited for every one equity share held by them in the Company as on
the record date i.e., 27th November, 2014. Further, the existing
equity capital of Greenlam Industries Limited which was fully held by
Greenply Industries Limited was cancelled and Greenlam Industries
Limited has ceased to be a subsidiary of the Company.
Pursuant to the said Scheme, overseas subsidiaries viz. Greenlam Asia
Pacific Pte. Ltd., Singapore, Greenlam America, Inc., USA, Greenlam
Asia Pacific (Thailand) Co., Ltd., Thailand, Greenlam Holding Co.,
Ltd., Thailand, PT. Greenlam Asia Pacific, Indonesia and Greenlam
Europe (UK) Ltd., UK. and Indian subsidiary viz. Greenlam VT
Industries Pvt. Ltd. were transferred to Greenlam Industries Limited
and have ceased to be subsidiaries of the Company.
CONSOLIDATED FINANCIAL STATEMENTS
For the period under review, the Company has consolidated its
subsidiary viz., Greenply Trading Pte. Ltd., Singapore. The financial
statements of the Company''s Wholly owned subsidiary Greenply Industries
(Myanmar) Pvt. Ltd., Myanmar has not been considered for consolidation
in the current year since the control over the same is intended to be
temporary and held exclusively with a view to its subsequent disposal
in the near future. In accordance with third proviso of Section 136(1)
of the Companies Act, 2013, the Annual Report of the Company,
containing therein its standalone and the consolidated
financialstatements has been placed on the website of the Company,
www.greenply.com. Further, as per fourth proviso of the said section,
audited annualaccounts of each of the subsidiary companies and Joint
Venture Company have also been placed on the website of the Company,
www.greenply.com. Shareholders interested in obtaining a copy of the
audited annual accounts of the subsidiary companies and Joint Venture
Company may write to the Company Secretary at the Company''s registered
office. A statement containing salient features of the financial
statement of subsidiaries/ associate companies/joint ventures is
annexed to this report.
CREDIT RATING
The Credit Analysis and Research Ltd. (CARE) has reaffirmed and removed
from credit watch the following credit rating(s) of the Company:
Rating Agency Instrument Rating
CARE Banking Facilities - Long Term CARE A
CARE Banking Facilities - Short Term CARE A1
CARE Short Term Debt (including CARE A1
Commercial Paper)
This consistency in rating reflects Company''s commitment and capability
to persistent growth through prudence and focus on financial
discipline.
DIVIDEND
Your Directors recommend a finaldividend of 60% i.e. Rs. 3.00 per share
(previous year Rs. 3.00 per share) on the Company''s 2,41,36,374 Equity
Shares of Rs. 5.00 each for 2014-15. The final dividend on the Equity
Shares, if declared as above, would involve an outflow of Rs. 724.09 lacs
towards dividend and Rs. 147.41 lacs towards dividend tax, resulting in a
totaloutflow of Rs. 871.50 lacs.
TRANSFER TO RESERVES
Your Directors propose to transfer Rs. 6500 lacs to the General Reserve.
CHANGES IN SHARE CAPITAL
During the year under review, there was no change in the share capital
of the Company.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
During the year under review, Mr. Saurabh Mittal who was Joint Managing
Director & CEO of the Company, relinquished the office of the Company
w.e.f. the close of the working hours of November 10, 2014.
Mr. Shobhan Mittal has been designated as Joint Managing Director & CEO
of the Company w.e.f. February 5, 2015.
In accordance with the provisions of the Companies Act, 2013 and the
Articles of Association of the Company, Mr. Moina Yometh Konyak,
non-executive director of the Company, will retire by rotation at the
ensuing Annual General Meeting and is eligible for re- appointment.
Details of Mr. Moina Yometh Konyak as required under Clause 49 (VIII)
(E) (1) of equity listing agreement is provided in the Corporate
Governance Report and notice of 25th Annual General Meeting.
None of the directors of your Company is disqualified under the
provisions of Section 164(2)(a) & (b) of the Companies Act, 2013.
DECLARATION BY INDEPENDENT DIRECTORS
The Independent Directors of the Company have given the declaration to
the Company that they meet the criteria of independence as provided in
sub-section (6) of Section 149 of the Companies Act, 2013 and Clause 49
of the equity listing agreement.
MEETINGS OF THE BOARD OF DIRECTORS
Four (4) Board Meetings were held during the financialyear ended 31st
March, 2015. The details of the Board Meetings with regard to their
dates and attendance of each of the Directors thereat have been
provided in the Corporate Governance Report.
PERFORMANCE EVALUATION
Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of
the equity listing Agreement, the Board has carried out the annual
performance evaluation of the Directors individually as well as
evaluation of the working of the Board and of the Committees of the
Board, by way of individual and collective feedback from Directors.
Pursuant to Para VII of Schedule IV of the Companies Act, 2013 and
Clause 49(II)(B)(6) of the Equity Listing Agreement, a meeting of the
Independent Directors of the Company was convened to perform the
following:
Review the performance of non-independent directors and the Board as a
whole;
Review the performance of the Chairperson of the Company, taking into
account the views of executive directors and non- executive directors;
Assess 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.
Further, the Nomination and Remuneration Committee also evaluated the
performance of all the directors of the Company.
The criteria for evaluation are briefly provided below:
a. For Independent Directors:
- General parameters
- Roles & responsibilities to be fulfilled as an Independent director
- Participation in Board process
b. For Executive & Non-executive Directors:
- Governance
- Strategy
- Stakeholder focus
- Communication & influence
- Quality or capability
- Performance improvement
- Financial & risk awareness
The Directors expressed their satisfaction with the evaluation process.
MANAGERIAL REMUNERATION
As per the provisions of Section 197 of the Companies Act, 2013 read
with Companies (Appointment and Remuneration of managerial personnel)
Rules, 2014, every listed company is required to disclose following
information in the Board report.
(a) ratio of the remuneration of each director to the median
remuneration of the employees of the Company for the financial year;
Name Designation Ratio to median
remuneration of
employees
Mr. Shiv Prakash Mittal Executive Chairman 312.16
Mr. Rajesh Mittal Managing Director 300.96
Mr. Shobhan Mittal Joint Managing
Director & CEO 278.54
Mr. Moina Yometh Konyak Non-executive Director 8.00
Mr. Susil Kumar Pal Independent Director 8.00
Mr. Vinod Kumar Kothari Independent Director 8.00
Mr. Anupam Kumar Mukerji Independent Director 8.00
Ms. Sonali Bhagwati Dalal Independent Director 8.00
Mr. Upendra Nath Challu Independent Director 8.00
(b) percentage increase in remuneration of each director, Chief
Financial Officer, Chief Executive Officer, Company Secretary or
Manager, if any, in the financial year;
Name Designation % increase
Mr. Shiv Prakash Mittal Executive Chairman 17.74
Mr. Rajesh Mittal Managing Director 18.52
Mr. Shobhan Mittal Joint Managing Director & CEO 20.31
Mr. Moina Yometh Konyak Non-executive Director 33.33
Mr. Susil Kumar Pal Independent Director 33.33
Mr. Vinod Kumar Kothari Independent Director 33.33
Mr. Anupam Kumar Mukerji Independent Director 33.33
Ms. Sonali Bhagwati Dalal Independent Director 33.33
Mr. Upendra Nath Challu Independent Director 33.33
Mr. Vishwanathan Venkatramani Chief Financial Officer 38.29
Mr. Kaushal Kumar Agaal Company Secretary & Vice
President-Legal 19.03
(c) percentage increase in the median remuneration of employees in the
financial year;
32.24%
(d) number of permanent employees on the rolls of company;
3,524
(e) explanation on the relationship between average increase in
remuneration and company performance;
The profit before tax for the financial year ended March 31, 2015
increased by 33.87% (on post-demerger basis) and the profit after tax
for the financial year ended March 31, 2015 increased by 57.63% (on
post-demerger basis), whereas the increase in median remuneration is
32.24%. The average increase in median remuneration is in line with the
performance of the company.
(f) comparison of the remuneration of the Key Managerial
Personnelagainst the performance of the company;
The total remuneration of KMP increased by 19.83%, whereas the profit
before tax increased by 33.87% (on post-demerger basis) and the profit
after tax increased by 57.63% (on post-demerger basis).
(g) average percentile increase already made in the salaries of
employees other than the managerial personnelin the last financial year
and its comparison with the percentile increase in the managerial
remuneration and justification thereof and point out if there are any
exceptional circumstances for increase in the managerial remuneration;
18.17% (non-Managerial personnel) 19.83% (Managerial Personnel)
(h) comparison of remuneration of each of the Key Managerial Personnel
against the performance of the company;
Name Designation % increase Comparison
Mr. Shiv Prakash Mittal Executive Chairman 17.74 Profit before
Mr. Rajesh Mittal Managing Director 18.52 tax increased
Mr. Shobhan Mittal Joint Managing
Director & CEO 20.31 by 33.87% and
Mr. Vishwanathan Venkat Chief Financial
aramani Officer 38.29 Profit after tax
Mr. Kaushal Kumar Agarwal Company Secretary increased by
& Vice President- 19.03 57.63% on
Legal post-demerger
basis).
(i) the key parameters for any variable component of remuneration
availed by the directors;
Company''s financial results, the performance of the business unit,
individual performance, skills and competence, fulfillment of various
improvement targets or the attainment of certain financial objectives.
(j) the ratio of the remuneration of the highest paid director to that
of the employees who are not directors but receive remuneration in
excess of the highest paid director during the year; and
Nil
(k) We hereby affirm that the remuneration paid to the managerial and
non-managerial personnel is as per the Remuneration Policy of the
Company approved at the board meeting dated 18.07.2014.
STATUTORY AUDITORS AND THEIR REPORT
In compliance with the Companies (Audit and Auditors) Rules, 2014, M/s.
D. Dhandaria & Company, Chartered Accountants, have been appointed as
Statutory Auditors of the Company till the conclusion of Annual General
Meeting for the financial year 2016-17, as approved by the members at
their 24th Annual General Meeting held on 22nd August, 2014. Further,
pursuant to the requirement of Section 139 of the Companies Act, 2013,
the appointment of Statutory Auditors is to be ratified by the members
at every Annual GeneralMeeting. Members are requested to ratify their
appointment for the financial year 2015-16. The Company has received
written consent and certificate from M/s. D. Dhandaria & Company,
Chartered Accountants in keeping with the requirements of section 139
of Companies Act, 2013 and allied Rules thereunder.
The Notes on Financial Statements referred to in the Auditors'' Report
are self-explanatory and, therefore, do not call for further
clarification. The Auditor''s Report for Financial Year ended March 31,
2015 does not have any qualifications.
COST AUDITORS
During the year under review, cost audit was not applicable to the
Company.
INTERNAL AUDITOR
The Company has in-house InternalAudit team headed by qualified and
experienced Executive. The scope, functioning, periodicity and
methodology for conducting internal audit were approved by the Audit
Committee. Further, the Audit committee discussed and reviewed the
adequacy of internal audit function, including the structure of the
internal audit department, staffing and seniority of the official
heading the department, reporting structure coverage and frequency of
internal audit.
SECRETARIAL AUDITOR
The Board of Directors of the Company had appointed M/s. Nidhi Bagri &
Company, Practising Company Secretary, Kolkata, to conduct Secretarial
Audit for the financial year 2014-15. The Secretarial Audit Report of
M/s. Nidhi Bagri & Company, Practising Company Secretary for the
financial year ended 31st March, 2015, is annexed to this report.
RESPONSE TO SECRETARIAL AUDITOR''S OBSERVATION
It has been observed by the Secretarial Auditor that during the
financialyear 2014-15, the Company has spent Rs. 10.68 Lacs towards CSR
activities, which is less than 2% of the average net profit of last 3
financial years. In response to the same, your Company would like to
submit that this being the first year of structured implementation of
CSR initiatives, considerable time was spent on deciding on the CSR
projects of interest to Company and putting systems in place to ensure
effective implementation of CSR initiatives. Consequently, only a part
of the year was available for implementation of CSR projects and a
number of initiatives pertaining to the identified CSR projects are
stillin the concept stage while the Company is continuing to fine-tune
the execution process. Hence, the Company was unable to spend the
entire allocated amount of Rs. 243.79 lakhs during the financial year
2014-2015. The Company is committed to the underlying intent of CSR and
is optimistic of meeting its obligations under section 135 of Companies
Act, 2013 and thereby make a positive impact on the society.
AUDIT COMMITTEE
The Company''s Audit Committee comprises four Non-Executive Independent
Directors viz. Mr. Susil Kumar Pal, Mr. Vinod Kumar Kothari, Mr. Anupam
Kumar Mukerji and Mr. Upendra Nath Challu and two Executive-Promoter
Directors viz. Mr. Rajesh Mittaland Mr. Shobhan Mittal. The Committee
inter alia reviews the Internal Control System and reports of
InternalAuditors and compliance of various regulations. The Committee
also reviews at length the Financial Statements and results before they
are placed before the Board. The terms of reference of the Audit
Committee has been provided in the Corporate Governance Report.
VIGIL MECHANISM
In pursuance to the provisions of section 177(9) & (10) of the
Companies Act, 2013 and equity listing agreement, a vigil mechanism or
''Whistle Blower Policy'' for directors and employees to report genuine
concerns has been established. The same is also uploaded on the website
of the Company.
NOMINATION AND REMUNERATION COMMITTEE
The Company''s Nomination and Remuneration Committee comprises three
Non-Executive Independent Directors viz. Mr. SusilKumar Pal, Mr. Vinod
Kumar Kothari, Mr. Anupam Kumar Mukerji and one Executive- Promoter
Director Mr. Shiv Prakash Mittal. The Remuneration Policy of the
Company prepared in accordance with the provisions of Section 178 of
the Companies Act, 2013 and Clause 49 (IV) of the equity listing
agreements is uploaded on the website of the Company. The web link is
http://www.greenply.com/images/pdf/Greenply- remuneration-policy.pdf.
The terms of reference of the Nomination and Remuneration Committee has
also been provided in the Corporate Governance Report. However, brief
outline of the Remuneration Policy is as follows:
The Remuneration policy applies to all the "Executives" of the Company.
The Policy also helps the Company to attain Board diversity and create
a basis for succession planning. In addition, it is intended to ensure
that-
a) the Company is able to attract, develop and retain high-performing
and motivated Executives in a competitive international market;
b) the Executives are offered a competitive and market aligned
remuneration package, with fixed salaries being a significant
remuneration component, as permissible under the Applicable Law;
c) remuneration of the Executives are aligned with the Company''s
business strategies, values, key priorities and goals.
In determining the remuneration policy, the Nomination and Remuneration
Committee ensures that a competitive remuneration package for
allExecutives is maintained and is also benchmarked with other
companies operating in national and global markets.
The nomination of the Independent Directors of the Company shall be in
accordance with the principles as stated under the policy.
The assessment for Functionalhead willbe done on the basis of below
parameters by the concerned interview panel of the Company -
a) Competencies
b) Capabilities
c) Compatibility
d) Commitment
e) Character
f) Strong interpersonal skills
g) Culture among others.
The various remuneration components would be combined to ensure an
appropriate and balanced remuneration package.
The five remuneration components are - fixed remuneration (including
fixed supplements) performance based remuneration (variable salary)
pension schemes, where applicable other benefits in kind severance
payment, where applicable
The fixed remuneration is determined on the basis of the role and
position of the individual, including professional experience,
responsibility, job complexity and local market conditions.
The performance-based remuneration motivates and rewards high
performers who significantly contribute to sustainable results, perform
according to set expectations for the individual in question, and
generates stakeholder value within the Group.
Any fee/remuneration payable to the Non- Executive directors of the
Company shall abide by the following norms -
i. If any such director draws or receives, directly or indirectly, by
way of fee/remuneration any such sums in excess of the limit as
prescribed or without the prior sanction, where it is required, under
the Applicable law such remuneration shall be refunded to the Company
and until such sum is refunded, hold it in trust for the Company. The
Company shall not waive the recovery of any sum refundable to it;
ii. Such directors may receive remuneration by way of fee for attending
meetings of the Board or Committee thereof or for any other purpose
whatsoever as may be decided by the Board, as permissible under
Applicable law;
iii. An independent director shallnot be entitled to any stock option
and may receive remuneration only by way of fees and reimbursement of
expenses for participation in meetings of the Board or Committee
thereof and profit related commission, as may be permissible by the
Applicable law.
Apart from above, the Policy also entitles Executives to a severance
fee.
STAKEHOLDERS RELATIONSHIP COMMITTEE
The Stakeholders Relationship Committee comprises two Promoter
Directors viz. Mr. Rajesh Mittal and Mr. Shobhan Mittal and two
Non-Executive Independent Directors viz. Mr. Anupam Kumar Mukerji and
Mr. SusilKumar Pal. The detailed terms of reference of the Committee
has been provided in the Corporate Governance Report.
RISK MANAGEMENT POLICY
The Company has in place a mechanism to identify, assess, monitor and
mitigate various risks to key business objectives. Major risks
identified by the businesses and functions are systematically addressed
through mitigating actions on a continuing basis. However, your company
is taking necessary steps to finalize and implement an appropriate Risk
Management Policy in the organization. The Board is of the opinion that
there are no identified risks which may threaten the existence of the
Company.
EXTRACT OF THE ANNUAL RETURN
The extract of AnnualReturn required under section 134(3)(a) of the
Companies Act, 2013 read with Rule 12(1) of the Companies (Management
and Administration) Rules, 2014, is annexed to this report.
MATERIAL CHANGES AND COMMITMENTS
There have been no material changes and commitments affecting the
financial position of the Company since the close of financial year
i.e. since 31st March, 2015 till the date of this Report. Further, it
is hereby confirmed that there has been no change in the nature of
business of the Company.
Significant and material orders passed by the regulators / courts /
tribunals impacting the going concern status and the Company''s
operations in future As such there is no significant and material order
by the regulator/court/tribunals impacting the going concern status and
the Company''s operation in future.
INTERNAL FINANCIAL CONTROLS
The Board is of the view that the Company has laid adequate internal
financial controls, commensurate with the nature, scale and complexity
of its operations, in view of the following
(a) Systems have been laid to ensure that all transactions are executed
in accordance with management''s generaland specific authorization.
There are well-laid manuals for such general or specific authorisation.
(b) Systems and procedures exist to ensure that all transactions are
recorded as necessary to permit preparation of financial statements in
conformity with generally accepted accounting principles or any other
criteria applicable to such statements, and to maintain accountability
for aspects.
(c) Access to assets is permitted only in accordance with management''s
general and specific authorization. No assets of the Company are
allowed to be used for personal purposes, except in accordance with
terms of employment or except as specifically permitted.
(d) The existing assets of the Company are verified / checked at
reasonable intervals and appropriate action is taken with respect to
any differences, if any.
INSURANCE
Your Company''s properties, including building, plant, machineries and
stocks, among others, are adequately insured against risks.
LOANS, GUARANTEE AND INVESTMENTS
Details of loans granted, guarantees given and investments made during
the year under review, covered under the provisions of Section 186 of
the Companies Act, 2013 are annexed to this report.
DEPOSITS
During 2014-15, the Company did not invite or accept any deposits from
the public under Section 76 of the Companies Act, 2013.
RELATED PARTIES TRANSACTIONS
There are no materially significant related party transactions made by
the Company which may have potential conflict with the interest of the
Company. There are no material related party transactions which were
entered into by the Company and hence there is no information to be
provided as required under section 134(3)(h) of the Companies Act, 2013
read with Rule 8(2) of the Companies (Accounts) Rules, 2014. The Board
has approved a policy for related party transactions which has been
uploaded on the Company''s website. The web link as required under
Listing Agreement is as under: http://
www.greenply.com/images/pdf/Related-Party- Transaction(s)-Policy.pdf
CORPORATE GOVERNANCE
The Report on corporate governance as stipulated under Clause 49 of the
equity listing Agreement forms part of the AnnualReport. The requisite
certificate from M/s. D. Dhandaria & Company, Chartered Accountants
confirming compliance with the conditions of corporate governance as
stipulated under the aforesaid Clause 49, is attached to the Report on
corporate governance.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
The Report on Management Discussion and Analysis Report as required
under clause 49 of the equity listing Agreement is included in this
Report. Certain Statements in the said report may be forward looking.
Many factors may affect the actual results, which could be different
from what the Directors envisage in terms of the future performance and
outlook.
POLICY ON SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
The Company has in place a Policy on prevention of Sexual Harassment in
line with the requirements of the SexualHarassment of Women at the
Workplace (Prevention, Prohibition & Redressal) Act, 2013. During the
year the Company had not received any complaint.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE
EARNINGS AND OUTGO
The information required under section 134(3) (m) of the Companies Act,
2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014, is
annexed to this report.
CORPORATE SOCIAL RESPONSIBILITY
During the financial year 2014-15, the Company has spent Rs. 10.68 Lacs
towards CSR activities, which is less than 2% of the average net profit
of last 3 financialyears. In response to the same, your Company would
like to submit that this being the first year of structured
implementation of CSR initiatives, considerable time was spent on
deciding on the CSR projects of interest to Company and putting systems
in place to ensure effective implementation of CSR initiatives.
Consequently, only a part of the year was available for implementation
of CSR projects and a number of initiatives pertaining to the
identified CSR projects are still in the concept stage while the
Company is continuing to fine- tune the execution process. Hence, the
Company was unable to spend the entire allocated amount of Rs. 243.79
lakhs during the FY 2014-2015. The Company is committed to the
underlying intent of CSR and is optimistic of meeting its obligations
under section 135 of the Companies Act, 2013 and thereby make a
positive impact on the society.
In compliance with requirements of Section 135 of the Companies Act,
2013, the Company has laid down a CSR Policy. The composition of the
Committee, contents of CSR Policy and report on CSR activities carried
out during the Financial Year ended 31st March, 2015 in the format
prescribed under Rule 9 of the Companies (Accounts) Rules, 2014 is
annexed to this Report.
DIRECTORS'' RESPONSIBILITY STATEMENT
In terms of provisions of Section 134(5) of the Companies Act, 2013,
your directors state that:
(i) in the preparation of the annual accounts for the financial year
ended March 31, 2015, the applicable accounting standards had been
followed along with proper explanation relating to material departures;
(ii) the directors had selected such accounting policies and applied
them consistently and made judgments and estimates that are reasonable
and prudent so as to give a true and fair view of the state of affairs
of the company at the end of the financial year and of the profit of
the company for that period;
(iii) the directors had taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of this Act for safeguarding the assets of the company and
for preventing and detecting fraud and other irregularities;
(iv) the directors had prepared the annual accounts on a going concern
basis;
(v) 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 and
(vi) 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.
CEO AND CFO CERTIFICATION
Pursuant to Clause 49 of the equity listing Agreement, the CEO and CFO
certification is attached with the AnnualReport. The Joint Managing
Director and CEO and the Chief FinancialOfficer also provide quarterly
certification on financial results while placing the financial results
before the Board in terms of Clause 41 of the equity Listing Agreement.
CODE OF CONDUCT FOR DIRECTORS AND SENIOR MANAGEMENT PERSONNEL
The Code of Conduct is posted on the Company''s website. The Joint
Managing Director and CEO of the Company has given a declaration that
all Directors and Senior Management Personnel concerned affirmed
compliance with the code of conduct with reference to the year ended on
March 31,2015. Declaration is attached with the annual report.
PARTICULARS OF EMPLOYEES
The information 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 annexed to this
report.
ACKNOWLEDGEMENTS
Your Directors place on record their sincere thanks and appreciation
for the continuing support of financialinstitutions, consortium of
banks, vendors, clients, investors, Central Government, State
Governments and other regulatory authorities. Directors also place on
record their heartfelt appreciation for employees of the Company for
their dedication and contribution.
For and on behalf of the Board of Directors
Shiv Prakash Mittal
Executive Chairman
(DIN: 00237242)
Date: May 25, 2015
Place: Kolkata
Mar 31, 2014
The Directors are pleased to present the 24th Annual Report and
audited accounts of the Company for the financial year ended March 31,
2014.
Financial highlights
The financial performance of the Company, for the year ended March 31,
2014 is summarized below:
(Rs. in lacs)
Particulars 2013-14 2012-13
Profit before finance cost, depreciation
and amortisation expenses 26,523.72 26,409.49
and tax expenses
Less: a) Finance costs 5,829.46 6,072.18
b) Depreciation and amortisation expenses 5,756.86 5,198.74
Profit before tax 14,937.40 15,138.57
Provision for taxation 3,490.73 3,722.41
Profit for the year 11,446.67 11,416.16
Add: Balance brought forward from previous
years 27,721.73 18,552.72
Amount available for appropriation 39,168.40 29,968.88
Appropriations:
Proposed dividend on Equity Shares 724.09 724.09
Tax on distribution of dividends 123.06 123.06
Transferred to General Reserve 1,400.00 1,400.00
Balance carried to Balance Sheet 36,921.25 27,721.73
Review of operations
During the year 2013-14, your Company posted a stable performance with
revenue growth of 7.92% to Rs.2,16,627.42 lacs from Rs.2,00,731.34 lacs
for the year 2012-13. Profit for the year 2013-14 was Rs.11,446.67 lacs
in comparison to Rs.11,416.16 lacs for the year 2012-13. The growth in
the top line reflects the stable performance of your Company''s business.
This performance is particularly noteworthy when viewed against the
backdrop of the challenging business context in which this was
achieved, namely, the steep increase in cost of various raw materials
and increased competition from the unorganised players.
Exports recorded a growth of 24.16% from Rs.25,722.56 lacs in the
previous year to Rs.31,937.59 lacs in the current year.
As per the consolidated financial statements, the revenue from
operation and profit for the year 2013- 14 were Rs.2,22,491.72 lacs and
Rs.11,757.24 lacs respectively.
The overall performance of the Company during 2013-14, amid an adverse
economic scenario, vindicates the effectiveness of the abilities and
prudency of the initiatives undertaken by Greenply''s management to
better exploit business opportunities.
During 2013-14, your Company continued its efforts in the area of
product integration and deeper market penetration. Your Company
continued to expand its export markets for laminates during 2013-14.
Over the years, your Company has steadily grown as an interior
infrastructure solutions provider, offering the gamut of products to
satisfy customers'' diverse requirement viz. plywood, laminates,
decorative veneers and medium density fibreboard (MDF). Your Company is
present across different price points to cater to all customers across
the high-end, mid-market and value-for-money segments.
Dividend
Your Directors recommend a final dividend of 60% i.e. Rs.3.00 per share
(previous year Rs.3.00 per share) on the Company''s 2,41,36,374 Equity
Shares of Rs.5.00 each for 2013-14. The final dividend on the Equity
Shares, if declared as above, would involve an outflow of Rs.724.09 lacs
towards dividend and Rs.123.06 lacs towards dividend tax, resulting in a
total outflow of Rs.847.15 lac.
Outlook and expansion
The Company''s outlook remains favourable on account of its product
integration capabilities, growing brand popularity and the continuous
support from its employees, shareholders, creditors, consumers, dealers
and lenders. The Company''s vision is to be a one-stop solution for all
interior infrastructure products (in its field of operation) in the
country. The Company''s pan-India distribution network ensures easy
availability of products in almost every part of India.
In respect of setting-up of the new MDF Unit in Andhra Pradesh,
necessary steps are being taken to obtain various statutory
approvals/licenses to set up the unit. Additionally, in respect of
manufacture of new value added products in the Company''s existing MDF
Unit at Pantnagar, Uttarakhand, the lamination line has been
commissioned and commercial production has commenced. The civil
construction work and installation of machineries have been completed
for the new production lines of flooring and UV coated panels and the
trial production is in process. The flooring line is expected to
commence commercial production shortly.
Further, in respect of expansion of the existing manufacturing unit of
the Company at Behror, Rajasthan to manufacture new value added
products viz. High-end Veneered Engineering Flooring and Pre-laminated
Particle Board, the Company has completed purchase of Land adjacent to
the Unit. Civil construction work is nearing completion and all the
major equipment has been delivered at the site and are being installed.
In respect of setting-up of a Veneer or Veneer- cum-Plywood Unit in
Myanmar, the Company had incorporated a subsidiary viz. Greenply
Industries (Myanmar) Pvt. Ltd. in Myanmar and obtained approval of the
Myanmar Investment Commission to set-up the Unit. The Company has
already commissioned the veneering line and trial production has been
started. We are in discussions with machine manufacturers for placing
orders for plywood machines. Further, the Company has executed a joint
venture agreement with Alkemal Singapore Pte. Ltd., Singapore in
connection with owning and operating the said Myanmar Unit through an
equally owned (50:50 investments owned directly or through
subsidiary/affiliates) joint venture company in Singapore. GREENPLY
ALKEMAL (SINGAPORE) PTE. LTD., a joint venture company of Greenply
Industries Limited, India and Alkemal Singapore Pte. Ltd., Singapore
has been incorporated as a Private Limited Company in
Singapore. The joint venture Company will, subject to necessary
regulatory approvals, acquire and own 100% share of Greenply Industries
(Myanmar) Pvt. Ltd.
Your Directors are confident of achieving significantly better results
in the coming years.
Composite Scheme of Arrangement
Your Board of Directors, subject to approval of the concerned
Authorities, approved a Composite Scheme of Arrangement between
Greenply Industries Limited and Greenlam Industries Limited, a wholly
owned subsidiary of the Company and their respective shareholders and
creditors for the demerger of the Decorative Business (comprised of
Laminates and Allied Products) of Greenply Industries Limited to
Greenlam Industries Limited with effect from the Appointed Date i.e.
April 1, 2013 or such other date as the Hon''ble High Court may direct.
Further, upon the said Scheme becoming effective and in consideration
of the demerger and transfer of the Demerged Undertaking, Greenlam
Industries Limited shall issue and allot to the shareholders of
Greenply Industries Limited whose names appear in the register of
members of Greenply Industries Limited as on the Record Date, 1 (One)
equity share of INR 5.00 (Indian Rupees Five only) each in Greenlam
Industries Limited, credited as fully paid up for every 1 (One) equity
share of INR 5.00 (Indian Rupees Five only) each held by them in
Greenply Industries Limited. The equity shares to be issued pursuant to
the Scheme in Greenlam Industries Limited will be listed with BSE Ltd.
and National Stock Exchange of India Limited.
Credit Rating
During the year under review, your Company''s long term credit rating
has been upgraded by one notch to "CARE A" by CARE. Your Company
continues to have second highest rating of "CARE A1" by CARE for short
term banking facilities. This consistent improvement in rating reflects
Company''s commitment and capability to persistent growth through
prudence and focus on financial discipline.
Subsidiaries
During the year under review, your Company has incorporated two
overseas wholly-owned subsidiaries viz. Greenply Industries (Myanmar)
Pvt. Ltd. in Myanmar and Greenply Trading Pte. Ltd. in Singapore and
also incorporated two wholly-owned subsidiaries in India viz. Greenlam
Industries Limited and Greenlam VT Industries Pvt. Ltd. Further, a
wholly-owned subsidiary of the Company in United Kingdom viz. Greenlam
Europe (UK) Limited has ceased to be a direct subsidiary of the Company
and become a step-down subsidiary of the Company owing to fresh issue
and allotment of shares by Greenlam Europe (UK) Limited to an existing
wholly-owned subsidiary of the Company in Singapore viz. Greenlam Asia
Pacific Pte. Ltd. Accordingly, as on March 31, 2014, your Company had
eight overseas subsidiaries viz. Greenlam Asia Pacific Pte. Ltd.,
Singapore, Greenlam America, Inc., USA, Greenply Industries (Myanmar)
Pvt. Ltd., Myanmar, Greenply Trading Pte. Ltd., Singapore, Greenlam
Asia Pacific (Thailand) Co., Ltd., Thailand, Greenlam Holding Co.,
Ltd., Thailand, PT. Greenlam Asia Pacific, Indonesia and Greenlam
Europe (UK) Ltd., UK.
Greenlam Asia Pacific Pte. Ltd., Singapore is engaged in the business
of trading of plywood, high pressure decorative laminates and allied
products. Greenlam America, Inc., USA is engaged in the marketing and
distribution of high-pressure laminates in North and South America.
Greenlam Industries Limited, India is a newly incorporated subsidiary
with an objective to carry on the business of manufacturing and trading
of Decorative Laminates, High Pressure Laminates & allied products.
Greenlam VT Industries Private Limited, India is also a newly
incorporated subsidiary with an objective to carry on the business of
manufacturing and trading of Doors and High-end Doors & allied
products. Greenply Industries (Myanmar) Private Limited, Myanmar is
incorporated as subsidiary with an objective to set-up
plywood-cum-veneers manufacturing unit in Myanmar. Greenply Trading
Pte. Ltd., Singapore incorporated as subsidiary with an objective to
carry on the business of manufacturing and trading of Plywood, veneers
& allied products and investment in the company manufacturing and
trading said products.
Further, two Thai step-down subsidiaries Greenlam Asia Pacific
(Thailand) Co., Ltd. and Greenlam Holding Co., Ltd. are engaged in the
business of marketing and distribution of high-pressure laminates in
Thailand while the Indonesian step-down subsidiary PT. Greenlam Asia
Pacific is engaged in the manufacture of promotional material i.e.
catalogues, sample folders, chain sets, wall hooks and A4 size samples.
Further, UK step-down subsidiary Greenlam Europe (UK) Limited is
engaged in the business of marketing and distribution of high-pressure
laminates in European Union.
The following may be read in conjunction with the consolidated
financial statements enclosed with the accounts. Ministry of Corporate
Affairs, Government of India, vide General Circular No: 2/2011 and
3/2011 dated 8th February, 2011 and 21st February, 2011 respectively
read with General Circular No. 8/2014 dated April 4, 2014, has granted
general exemption by directing that the provisions of Section 212 of
the Companies Act, 1956 shall not apply in relation to subsidiaries of
those companies which fulfil certain conditions mentioned in the said
Circular. Accordingly, by fulfilling the conditions mentioned in the
said Circular, the Balance Sheet, Profit and Loss account and other
documents of the subsidiaries are not attached with the Company''s
accounts. As required by the said circular, the financial information
of the subsidiaries are being disclosed in the Annual report and the
Company will make available the annual accounts of the subsidiaries and
the related detailed information to any member of the Company who may
be interested in obtaining the same. The annual accounts of the
subsidiaries will also be kept open for inspection by any shareholders
at the Company''s registered office and that of the respective
subsidiaries. The consolidated financial statements presented by the
Company include financial results of the subsidiaries. A statement of
holding Company''s interest in subsidiaries is also furnished.
Consolidated financial statements
The consolidated financial statements comprising financial statements
of the Company and its subsidiaries are also annexed. |
Transfer to General Reserve
Your Directors propose to transfer Rs.1,400.00 lacs to the General
Reserve.
Directors
Your Company has received declarations from the Independent Directors
Mr. Susil Kumar Pal, Mr. Vinod Kumar Kothari, Mr. Anupam Kumar Mukerji,
Ms. Sonali Bhagwati Dalal and Mr. Upendra Nath Challu confirming that
they meet 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.
None of the directors of your Company is disqualified under the
provisions of Section 274(1) (g) of the Companies Act, 1956 and Section
164(2) (a) & (b) of the Companies Act, 2013.
Your Company has received requisite notices in writing from members
proposing Mr. Susil Kumar Pal, Mr. Vinod Kumar Kothari, Mr. Anupam
Kumar Mukerji, Ms. Sonali Bhagwati Dalal and Mr. Upendra Nath Challu
for appointment as Independent Directors for a term of 5 (five)
consecutive years, not liable to retire by rotation. Accordingly, Mr.
Shiv Prakash Mittal, being the Executive Director of the Company,
retires at the ensuing Annual General Meeting and being eligible offers
himself for re-appointment. With a view to ensure compliance with the
provisions of the Companies Act, 2013, your Directors propose to change
the terms of appointment of Mr. Saurabh Mittal to make him a director
liable to retire by rotation. Further, your Directors also propose to
change the terms of appointment of Mr. Moina Yometh Konyak to make him
a Non-Executive Director liable to retire by rotation.
Directors'' responsibility statement
Pursuant to the requirement under Section 217(2AA) of the Companies
Act, 1956, with respect to Directors'' responsibility statement, it is
hereby confirmed that:
1) In preparation of the annual accounts, applicable accounting
standards were followed;
2) The Directors selected such accounting policies and applied them
consistently and made reasonable and prudent judgments and estimates to
provide 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 the
financial year;
3) The Directors took proper and sufficient care to maintain adequate
accounting records in accordance with the provisions of the Companies
Act, 1956, to safeguard the Company''s assets and for preventing and
detecting fraud and other irregularities;
4) The Directors prepared the annual accounts on a ''going concern''
basis.
Insurance
Your Company''s properties, including building, plant, machineries and
stocks, among others, are adequately insured against risks.
Public deposits
During 2013-14, the Company did not invite or accept any deposits from
the public under Section 58A of the Companies Act, 1956.
Auditors and their report
M/s. D. Dhandaria & Company, Chartered Accountants, Statutory Auditors
of the Company, hold office until the conclusion of the ensuing Annual
General Meeting and are eligible for re- appointment. The Company
received a certificate from them to the effect that the re-appointment,
if made, would be within the limits prescribed under Section 141(3)(g)
of the Companies Act, 2013 and that they are not disqualified for such
re- appointment.
The Notes on Financial Statements referred to in the Auditors'' Report
are self-explanatory and, therefore, do not call for further
clarification.
Cost Auditors
The Company has appointed M/s. D. Radhakrishnan and Co. of 11A Dover
Lane, Flat -B1/34, Kolkata-700 029 as Cost Auditor of the
Company for the FY 2013-14 to audit the cost accounting records with
respect to various products manufactured by the Company pursuant to
Section 233B of the Companies Act, 1956 and other applicable provisions
read with the Order No. F. No. 52/26/CAB-2010 dated 6th November, 2012
of the Central Government.
Corporate Governance report
A detailed report on Corporate Governance pursuant to Clause 49 of the
Listing Agreement with Stock Exchanges, along with an Auditors''
Certificate on compliance with the conditions of Corporate Governance,
is annexed to this report.
Management Discussion and Analysis Report,
The Management Discussion and Analysis Report for the year 2013-14,
pursuant to Clause 49 of the Listing Agreement with Stock Exchanges is
given as a separate statement in the Annual Report.
CEO and CFO certification
Pursuant to Clause 49 of the Listing Agreement, the CEO and CFO
certification is attached with the Annual Report. The Joint Managing
Director and CEO and the Chief Financial Officer also provide quarterly
certification on financial results while placing the financial results
before the Board in terms of Clause 41 of the Listing Agreement.
Code of Conduct for Directors and senior management personnel
The Code of Conduct is posted on the Company''s website. The Joint
Managing Director and CEO of the Company has given a declaration that
all Directors and Senior Management Personnel concerned affirmed
compliance with the code of conduct with reference to the year ended on
March 31, 2014. Declaration is attached with the annual report.
Particulars of employees
Details of remuneration paid to employees pursuant to Section 217(2A)
of the Companies Act, 1956, read with Companies (Particulars of
Employees) Rules, 1975, as amended from time to time is annexed to this
report.
Conservation of energy, technology absorption and foreign exchange
earnings and outgo
The particulars regarding conservation of energy, technology
absorption, 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 the Board of Directors)
Rules, 1988, are annexed with this report.
Acknowledgement
Your Directors place on record their sincere thanks and appreciation
for the continuing support of financial institutions, consortium of
banks, vendors, clients, investors, Central Government, State
Governments and other regulatory authorities. Directors also place on
record their heartfelt appreciation for employees of the Company for
their dedication and contribution.
On behalf of the Board of Directors
Place: Kolkata S.P. Mittal
Date: May 29, 2014 Executive Chairman
Mar 31, 2013
The Directors are pleased to present the 23rd Annual Report and audited
accounts of the Company for the financial year ended March 31, 2013.
Financial highlights
The financial performance of the Company, for the year ended March 31,
2013 is summarised below:
(Rs. in lacs)
Particulars 2012-13 2011-12
Profit before Finance Cost, Depreciation
and Amortisation 26,409.49 17,247.28
Expenses and Tax Expenses
Less: a) Finance Costs 6,072.18 6,078.21
b) Depreciation & Amortisation Expenses 5,198.74 4,677.13
Profit before Tax 15,138.57 6,491.94
Provision for taxation 3,722.41 1,150.97
Profit for the year 11,416.16 5,340.97
Add: Balance brought forward from
previous years 18,552.72 14,472.79
Amount available for appropriation 29,968.88 19,813.76
Appropriations:
Proposed dividend on Equity Shares 724.09 482.73
Tax on distribution of dividends 123.06 78.31
Transferred to General Reserve 1,400.00 700.00
Balance carried to Balance Sheet 27,721.73 18,552.72
Review of operations
During the year 2012-13, your Company posted a stellar performance with
an impressive revenue growth of 21.73% to Rs.2,00,081.45 lacs from
Rs.1,64,365.82 lacs for the year 2011-12. Profit for the year 2012-13
increased by a whopping 113.75% to Rs.11,416.16 lacs from Rs.5,340.97
lacs for the corresponding preceding year. The growth in the topline as
well in the bottomline reflects the robustness of your Company''s
business and corporate strategy of enhancing value for its
stakeholders. This performance is particularly noteworthy when viewed
against the backdrop of the challenging business context in which this
was achieved, namely, the steep increase in cost of various raw
materials and increased competition from the unorganised players.
Exports recorded a phenomenal growth of 39.96% from Rs.18,378.90 lacs
in the previous year to Rs.25,722.56 lacs in the current year.
As per the consolidated financial statements, the revenue from
operation and profit for the year 2012-13 were Rs.2,04,790.85 lacs and
Rs.11,966.17 lacs respectively.
During the year under review, the Company''s revenue growth of 21.73%
outperformed the industry growth and the same could be achieved by
streamlining the operations at the MDF unit at Pantnagar and the
laminate unit at Nalagarh, higher capacity utilisation at other
manufacturing units, improvement in product-mix, prudent assets
utilisation synergised via clearly recognised sales and enhanced
branding capabilities. The overall performance of the Company during
2012-13, amid an adverse economic scenario, vindicates the
effectiveness of the abilities and prudency of the initiatives
undertaken by Greenply''s management so as to better exploit business
opportunities.
During 2012-13, your Company continued its efforts in the area of
product integration and deeper market penetration. Your Company
continued to expand its export markets for laminates during 2012-13.
Over the years, your Company has steadily grown as an interior
infrastructure solutions provider, offering the gamut of products to
satisfy customers'' diverse requirement viz. plywood, laminates,
decorative veneers and medium density fibreboard (MDF).
Your Company is present across different price points to cater to all
customers across the high-end, mid-market and value-for-money segments.
Dividend
Your Directors recommend a final dividend of 60% i.e. Rs.3.00 per share
(previous year Rs.2.00 per share) on the Company''s 2,41,36,374 Equity
Shares of Rs.5.00 each for 2012-13. The final dividend on the Equity
Shares, if declared as above, would involve an outflow of Rs.724.09
lacs towards dividend and Rs.123.06 lacs towards dividend tax,
resulting in a total outflow of Rs.847.15 lacs.
Outlook and expansion
The Company''s outlook remains favourable on account of its product
integration capabilities, growing brand popularity and the continuous
support from its employees, shareholders, creditors, consumers, dealers
and lenders. The Company''s vision is to be a one-stop solution for all
interior infrastructure products (in its field of operation) in the
country. The Company''s pan-India distribution network ensures easy
availability of products in almost every part of India.
During the year under review, your Company has expanded the production
capacity of its plywood unit at GIDC Estate, Bamanbore, Surendranagar,
Gujarat and also started commercial production from the expanded
capacity.
The Decorative Division of your Company is expected to launch a few new
products in the coming years among which Chemical Resistant Compact
Boards and Exterior Grade Compact Boards are notable. The division is
also developing Halogen Free Fire Retardant HPL.
Further, to cater the growing demand of the Medium Density Fibreboard
(MDF) products, your Company is setting up a new MDF Unit in Andhra
Pradesh in respect of which your Company has completed the acquisition
of a land parcel in Chittoor District, Andhra Pradesh. Necessary steps
are being taken to obtain various statutory approvals/licenses to set
up the unit. Additionally, your Company has decided to manufacture new
value-added products from the Company''s existing MDF Unit at Pantnagar,
Uttarakhand, by way of expansion of its lamination capacity and
introduction of laminated flooring and UV-coated panels in respect of
which civil construction work has been completed, orders for all major
machineries have been placed and machineries have started arriving at
the site and erection is in progress.
Your Directors are confident of achieving significantly better results
in the coming years.
Subsidiaries
During the year under review, your Company has incorporated one more
wholly-owned subsidiary in UK viz. Greenlam Europe (UK) Limited and
your Company''s wholly-owned subsidiary Greenlam Asia Pacific Pte. Ltd.
has incorporated another subsidiary in Indonesia viz. PT. Greenlam Asia
Pacific. Accordingly, as on March 31, 2013 your Company has three
overseas wholly-owned subsidiaries viz. Greenlam Asia Pacific Pte.
Ltd., Greenlam America, Inc. and Greenlam Europe (UK) Limited and three
step-down subsidiaries viz. Greenlam Asia Pacific (Thailand) Co., Ltd.,
Greenlam Holding Co., Ltd. and PT. Greenlam Asia Pacific.
Greenlam Asia Pacific Pte. Ltd. explores new markets for our laminates
in South-east Asian countries. Greenlam America, Inc. is engaged in the
marketing and distribution of our high-pressure laminates in North and
South America. Greenlam Europe (UK) Limited will explore the market for
the products of the Company in UK.
Further, two Thai step-down subsidiaries Greenlam Asia Pacific
(Thailand) Co., Ltd. and Greenlam Holding Co., Ltd. are engaged in the
business of marketing and distribution of high-pressure laminates in
Thailand while the Indonesian step-down subsidiary PT. Greenlam Asia
Pacific is engaged in the manufacture of promotional material i.e.
catalogues, sample folders, chain sets, wall hooks and A4 size samples
which used to be outsourced earlier.
The following may be read in conjunction with the consolidated
financial statements enclosed with the accounts. Ministry of Corporate
Affairs, Government of India, vide General Circular No: 2/2011 and
3/2011 dated 8th February, 2011 and 21st February, 2011 respectively,
has granted general exemption by directing that the provisions of
Section 212 of the Companies Act, 1956 shall not apply in relation to
subsidiaries of those companies which fulfil certain conditions
mentioned in the said Circular. Accordingly, by fulfilling the
conditions mentioned in the said Circular, the Balance Sheet, Profit
and Loss account and other documents of the subsidiaries are not
attached with the Company''s accounts. As required by the said circular,
the financial information of the subsidiaries are being disclosed in
the Annual report and the Company will make available the annual
accounts of the subsidiaries and the related detailed information to
any member of the Company who may be interested in obtaining the same.
The annual accounts of the subsidiaries will also be kept open for
inspection by any shareholders at the Company''s registered office and
that of the respective subsidiaries. The consolidated financial
statements presented by the Company include financial results of the
subsidiaries. A statement of holding Company''s interest in subsidiaries
is also furnished.
Consolidated financial statements
The consolidated financial statements comprising financial statements
of the Company and its subsidiaries are also annexed.
Transfer to General Reserve
Your Directors propose to transfer Rs.1,400 lacs to the General
Reserve.
Directors
At the ensuing Annual General Meeting, Mr. Shobhan Mittal, Mr. Anupam
Kumar Mukerji and Ms. Sonali Bhagwati Dalal shall retire by rotation
and being eligible, offer themselves for reappointment.
Further, Mr. Upendra Nath Challu, who was appointed as an Additional
Director by the Board of Directors on August 31, 2012, holds office
only up to the date of this Annual General Meeting. The Company has
received a notice in writing under Section 257 of the Companies Act,
1956 proposing the candidature of Mr. Upendra Nath Challu for the
office of director of the Company liable to retire by rotation.
Necessary resolution is being placed for approval of members in respect
of the above appointment.
None of the directors of your Company is disqualified under the
provisions of Section 274(1) (g) of the Companies Act, 1956.
Directors'' responsibility statement
Pursuant to the requirement under Section 217(2AA) of the Companies
Act, 1956, with respect to Directors'' responsibility statement, it is
hereby confirmed that:
1) In preparation of the annual accounts, applicable accounting
standards were followed.
2) The Directors selected such accounting policies and applied them
consistently and made reasonable and prudent judgments and estimates to
provide
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 the
financial year.
3) The Directors took proper and sufficient care to maintain adequate
accounting records in accordance with the provisions of the Companies
Act, 1956, to safeguard the Company''s assets and for preventing and
detecting fraud and other irregularities.
4) The Directors prepared the annual accounts on a ''going concern''
basis.
Insurance
Your Company''s properties, including building, plant, machineries and
stocks, among others, are adequately insured against risks.
Public deposits
During 2012-13, the Company did not invite or accept any deposits from
the public under Section 58A of the Companies Act, 1956.
Auditors and their report
M/s. D. Dhandaria & Company, Chartered Accountants, statutory auditors
of the Company, hold office until the conclusion of the ensuing Annual
General Meeting and are eligible for reappointment. The Company
received a certificate from them to the effect that the reappointment,
if made, would be within the limits prescribed under Section 224(1B) of
the Companies Act, 1956 and that they are not disqualified for such
reappointment within the meaning of Section 226 of the said Act.
The Notes on Financial Statements referred to in the Auditors'' Report
are self-explanatory and, therefore, do not call for further
clarification. Comments under Para 21 of the Annexure to the Auditors''
Report are self-explanatory and, therefore, require no further comments
from the Board of Directors.
Cost Auditors
Pursuant to the order no. F.No. 52/26/CAB- 2010 dated June 30, 201 1
issued by the Central Government in terms of the provisions of Section
233B of the Companies Act, 1956, audit of cost records in respect of
the ''Decorative Laminates'' (covered under chapter code 4823 90 19 of
relevant chapter heading 48 of the Central Excise Tariff Act, 1985)
manufactured in the Company''s units situated at Behror (Rajasthan) and
Nalagarh (Himachal Pradesh) be carried for the financial year 2012-13.
The Central Government has approved the appointment of M/s. D.
RADHAKRISHNAN AND CO., Cost Auditors, of 11A Dover Lane, Flat -B1/34,
Kolkata-700 029 as cost auditors for conducting the cost audit for the
financial year 2012-13.
Corporate Governance report
A detailed report on Corporate Governance pursuant to Clause 49 of the
Listing Agreement with Stock Exchanges, along with an Auditors''
Certificate on compliance with the conditions of Corporate Governance,
is annexed to this report.
Management discussion and analysis report
The Management discussion and analysis report for the year 2012-13,
pursuant to Clause 49 of the Listing Agreement with Stock Exchanges is
given as a separate statement in the annual report.
CEO and CFO certification
Pursuant to Clause 49 of the Listing Agreement, the CEO and CFO
certification is attached with the annual report. The Joint Managing
Director and CEO and the Chief Financial Officer also provide quarterly
certification on financial results while placing the financial results
before the Board in terms of Clause 41 of the Listing Agreement.
Code of Conduct for Directors and senior management personnel
The Code of Conduct is posted on the Company''s website. The Joint
Managing Director & CEO of the Company has given a declaration that all
Directors and senior management personnel concerned affirmed compliance
with the code of conduct with reference to the year ended on March 31,
2013. Declaration is attached with the annual report.
Particulars of employees
Details of remuneration paid to employees pursuant to Section 217(2A)
of the Companies Act, 1956, read with Companies (Particulars of
Employees) Rules, 1975, as amended from time to time is annexed to this
report.
Conservation of energy, technology absorption and foreign exchange
earnings and outgo
The particulars regarding conservation of energy, technology
absorption, 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 the Board of Directors)
Rules, 1988, are annexed with this report.
Acknowledgement
Your Directors place on record their sincere thanks and appreciation
for the continuing support of financial institutions, consortium of
banks, vendors, clients, investors, Central Government, State
Governments and other regulatory authorities. Directors also place on
record their heartfelt appreciation for employees of the Company for
their dedication and contribution.
On behalf of the Board of Directors
Place: Kolkata S. P. Mittal
Date: May 29, 2013 Executive Chairman
Mar 31, 2012
The Directors are pleased to present the 22nd Annual Report and
audited accounts of the Company for the financial year ended March 31,
2012.
Financial highlights
The financial performance of the Company, for the year ended March 31,
2012 is summarised below:
(Rs. in lacs)
Particulars 2011-12 2010-11
Profit before Finance Cost,
Depreciation and Amortisation Expenses
and Tax Expenses 17,247.28 11,612.49
Less: a) Finance Costs 6,078.21 4,426.74
b) Depreciation & Amortisation Expenses 4,677.13 4,099.42
Profit before Tax 6,491.94 3,086.33
Provision for taxation 1,150.97 577.42
Profit for the year 5,340.97 2,508.91
Add: Balance brought forward from
previous years 14,472.79 12,744.40
Amount available for appropriation 19,813.76 15,25331
Appropriations:
Proposed dividend on equity shares 482.73 241.36
Tax on distribution of dividends 78.31 39.16
Transferred to General Reserve 700.00 500.00
Balance carried to balance sheet 18,552.72 14,472.79
Review of operations
During the year 2011-12, your Company posted a stellar performance with
an impressive topline growth of 35.01% to Rs.1,64,365.82 lacs from
Rs.1,21,741.19 lacs for the year 2010-11. Profit for the year 2011-12
increased by a whopping 112.88% to Rs.5,340.97 lacs from Rs.2,508.91 lacs
for the corresponding preceding year. The growth in the top-line as
well in the bottom-line reflects the robustness of your Company's
business and corporate strategy of enhancing value for its
stakeholders. This performance is particularly noteworthy when viewed
against the backdrop of the challenging business context in which this
was achieved, namely, the steep increase in cost of various raw
materials and cost of borrowed capital.
Exports recorded a growth of 14.33% from Rs.16,075.65 lacs in the
previous year to Rs.18,378.90 lacs in the current year.
As per the consolidated financial statements, the revenue from
operation and profit for the year 2011- 12 were Rs.1,70,811.23 lacs and
Rs.5,670.64 lacs respectively.
During the year under review, the Company's topline growth of 35.01%
outperformed the industry growth and the same could be achieved by
streamlining the operations at the newly set-up MDF Unit at
Pantnagar and the Laminate Unit at Nalagarh, higher capacity
utilisation at other manufacturing Units, prudent assets utilisation
synergised by recognised sales and branding capabilities. The overall
performance of the Company during 2011- 12, amid adverse economic
scenario, vindicates the effectiveness of the abilities and prudency of
Greenply's management in better exploitation of the business
opportunities.
During 2011-12, your Company continued its efforts in the area of
product integration and deeper market penetration. Your Company
continued to expand its export markets for laminates during 2011-12.
Over the years, your Company has steadily grown as an interior
infrastructure solutions provider, offering the entire gamut of product
to satisfy customers' diverse requirement viz. plywood, laminates,
decorative veneers and medium density fibreboard (MDF). Your Company is
present across different price points to cater to all customers across
high-end, mid-market and value segments.
Dividend
Your Directors recommend a final dividend of 40% i.e. Rs.2.00 per share
(previous year Rs.1.00 per share) on the Company's 2,41,36,374 equity
shares of Rs.5.00 each for 2011-12. The final dividend on the equity
shares, if declared as above, would involve an outflow of Rs.482.73 lacs
towards dividend and Rs.78.31 lacs towards dividend tax, resulting in a
total outflow of Rs.561.04 lacs.
Outlook and expansion
The Company's outlook remains favourable on account of its product
integration, growing brand popularity and the continuous support from
its employees, shareholders, creditors, consumers, dealers and lenders.
The Company's vision is to be a one-stop solution for all interior
infrastructure products (in its field of operation) in the country.
The Company's pan-India distribution network ensures easy availability
of products in almost every part of India.
Civil construction works and erection of plant and machineries are in
process in respect of the expansion of production capacity of the
Plywood Unit of the Company situated at GIDC Estate, Bamanbore,
Surendranagar, Gujarat. The said expansion is expected to commence
commercial production by September, 2012.
Your Directors are confident of achieving significantly better results
in the coming years.
Subsidiaries
Greenlam Asia Pacific Pte. Ltd., Singapore and Greenlam America, Inc.,
USA, continued to be wholly-owned subsidiaries of the Company.
Greenlam Asia Pacific Pte. Ltd. continues to explore new markets for
your Company's laminates in South-east Asian countries and Greenlam
America, Inc., continues to market high-pressure laminates in North and
South America.
Further, during the year under review Greenlam Asia Pacific Pte. Ltd.,
Singapore, has acquired two subsidiaries in Thailand viz. Greenlam Asia
Pacific (Thailand) Co., Ltd. and Greenlam Holding Co., Ltd. and
accordingly the said two Thailand companies have become step-down
subsidiaries of Greenply Industries Limited. These two step-down
subsidiaries are engaged in the business of marketing and distribution
of high-pressure laminates in Thailand.
The following may be read in conjunction with the consolidated
financial statements enclosed with the accounts. Ministry of Corporate
Affairs, Government of India vide General Circular No: 2/2011 dated
February 08, 2011 has granted general exemption by directing that the
provisions of Section 212 of the
Companies Act, 1956 shall not apply in relation to subsidiaries of
those companies which fulfil certain conditions mentioned in the said
circular. Accordingly, by fulfilling the conditions mentioned in the
said circular, the balance sheet, profit and loss account and other
documents of the subsidiaries are not attached with the Company's
accounts. As required by the said circular, the financial information
of the subsidiaries are being disclosed in the Annual report and the
Company will make available the annual accounts of the subsidiaries and
the related detailed information to any member of the Company who may
be interested in obtaining the same. The annual accounts of the
subsidiaries will also be kept open for inspection by any shareholders
at the Company's registered office and that of the respective
subsidiaries. The consolidated financial statements presented by the
Company include financial results of the subsidiaries. A statement of
holding Company's interest in subsidiaries is also furnished.
Consolidated financial statements
The consolidated financial statements comprising financial statements
of the Company and its subsidiaries are also annexed.
Transfer to General Reserve
Your Directors propose to transfer Rs.700.00 lacs to the General Reserve.
Utilisation of proceeds from warrant conversion
On March 24, 2011, the Company allotted 20,39,694 equity shares of Rs.5/-
each at a premium of Rs.137/- per equity share on account of conversion
of 20,39,694 detachable warrants issued and allotted on October 16,
2009 pursuant to the Letter of Offer dated September 14, 2009 and
received Rs.2924.64 lacs (including Rs.28.27 lacs brought in by
promoters/promoter group as advised by stock exchanges under
instruction from SEBI) from the said conversion of detachable warrants.
The said proceeds have been fully utilised towards the purposes as
detailed below.
Particulars Amount (Rs. in lacs)
MDF project 1,985.42
Laminate project 104.66
General corporate purposes 834.13
Issue expenses 0.43
Total 2,924.64
Directors
At the ensuing Annual General Meeting, Mr. Shiv Prakash Mittal and Mr.
Moina Yometh Konyak shall retire by rotation and being eligible, offer
themselves for reappointment.
Further, the Remuneration Committee, subject to approval of members of
the Company, has reappointed Mr. Shiv Prakash Mittal as Executive
Chairman for a period of five years with effect from February 01, 2012.
Necessary resolution is being placed for approval of members in respect
of the above reappointment made by the Remuneration Committee.
None of the directors of your Company is disqualified under the
provisions of Section 274(1)(g) of the Companies Act, 1956.
Directors' responsibility statement
Pursuant to the requirement under Section 217(2AA) of the Companies
Act, 1956, with respect to Directors' responsibility statement, it is
hereby confirmed that:
1) In preparation of the annual accounts, applicable accounting
standards were followed.
2) The Directors selected such accounting policies and applied them
consistently and made reasonable and prudent judgments and estimates to
provide 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 the
financial year.
3) The Directors took proper and sufficient care to maintain adequate
accounting records in accordance with the provisions of the Companies
Act, 1956, to safeguard the Company's assets and for preventing and
detecting fraud and other irregularities.
4) The Directors prepared the annual accounts on a going concern basis.
Insurance
Your Company's properties, including building, plant, machineries and
stocks, among others, are adequately insured against risks.
Public deposits
During 2011-12, the Company did not invite or accept any deposits from
the public under Section 58A of the Companies Act, 1956.
Auditors and their report
M/s. D. Dhandaria & Company, Chartered Accountants, statutory auditors
of the Company, hold office until the conclusion of the ensuing Annual
General Meeting and are eligible for reappointment. The Company
received a certificate from them to the effect that the reappointment,
if made, would be within the limits prescribed under Section 224(1B) of
the Companies Act, 1956 and that they are not disqualified for such
reappointment within the meaning of Section 226 of the said Act.
The Notes on Financial Statements referred to in the Auditors' Report
are self-explanatory and, therefore, do not call for further
clarification.
Cost Auditors
Pursuant to the order no. F.No. 52/26/CAB-2010 dated June 30, 2011
issued by the Central Government in terms of the provisions of Section
233B of the Companies Act, 1956, audit of cost records in respect of
the "Decorative Laminates" (covered under chapter code 4823 90 19 of
relevant chapter heading 48 of the Central Excise Tariff Act, 1985)
manufactured in the Company's units situated at Behror (Rajasthan) and
Nalagarh (Himachal Pradesh) be carried from the financial year 2011-12.
The Central Government has approved the appointment of M/s. D.
RADHAKRISHNAN AND CO., Cost Auditors, of 11A Dover Lane, Flat -B1/34,
Kolkata-700 029 as cost auditors for conducting Cost Audit for the
financial year 2011-12.
Corporate Governance report
A detailed report on Corporate Governance pursuant to Clause 49 of the
Listing Agreement with stock exchanges, along with an Auditors'
Certificate on compliance with the conditions of Corporate Governance,
is annexed to this report.
Management discussion and analysis report
The management discussion and analysis report for the year 2011-12,
pursuant to Clause 49 of the Listing Agreement with stock exchanges is
given as a separate statement in the annual report.
CEO and CFO certification
Pursuant to the requirement of Clause 49 of the Listing Agreement, the
CEO and CFO certification is attached with the annual report. The Joint
Managing Director and CEO and the Chief Financial Officer also provide
quarterly certification on financial results while placing the
financial results before the Board in terms of Clause 41 of the Listing
Agreement.
Code of Conduct for Directors and senior management personnel
The Code of Conduct is posted on the Company's website. The Joint
Managing Director & CEO of the Company has given a declaration that all
Directors and senior management personnel concerned affirmed compliance
with the code of conduct with reference to the year ended on March 31,
2012. Declaration is attached with the annual report.
Particulars of employees
Details of remuneration paid to employees pursuant to Section 217(2A)
of the Companies Act, 1956, read with Companies (Particulars of
Employees) Rules, 1975, as amended from time to time is annexed to this
report.
Conservation of energy, technology absorption and foreign exchange
earnings and outgo
The particulars regarding conservation of energy, technology
absorption, 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 the Board of Directors)
Rules, 1988, are annexed with this report.
Acknowledgement
Your Directors place on record their sincere thanks and appreciation
for the continuing support of financial institutions, consortium of
banks, vendors, clients, investors, central government, state
governments and regulatory authorities. Directors also place on record
their heartfelt appreciation for employees of the Company for their
dedication and contribution.
On behalf of the Board of Directors
Place: Kolkata S. P. Mittal
Date: May 30, 2012 Executive Chairman
Mar 31, 2011
Dear Members,
The Directors present herewith the 21st Annual Report on the business
and operations of the Company and the audited standalone and
consolidated accounts for the financial year ended March 31, 2011.
Financial highlights (Rs.in lacs)
Particulars Standalone Consolidated
2010-11 2009-10 2010-11 2009-10
Gross sales 1,37,785.67 97,968.26 1,42,043.51 1,00,729.30
Total expenditure 1,27,001.61 87,893.59 1,31,363.88 91,532.30
Operating profit 10,784.06 10,074.67 10,679.63 9,197.00
Add: Other income 179.86 194.66 251.87 252.53
Profit before interest
and depreciation 10,963.92 10,269.33 10,931.50 9,449.53
Less: a) Interest 3,778.17 2,368.73 3,827.99 2,401.54
b) Depreciation 4,099.42 2,202.48 4,182.66 2,236.74
Profit before
exceptional items
and taxes 3,086.33 5,698.12 2,920.85 4,811.25
Provision for
taxation 577.42 741.47 574.19 743.95
Profit after taxation 2,508.91 4,956.65 2,346.66 4,067.30
Add: Balance brought
forward from previous
years 12,744.40 8,674.25 11,713.92 8,533.12
Amount available for
appropriation 15,253.31 13,630.90 14,060.58 12,600.42
ppropriations:
Proposed dividend
on equity shares 241.36 331.45 241.36 331.45
Tax on distribution
of dividends 39.16 55.05 39.16 55.05
Transfer to General
Reserve 500.00 500.00 500.00 500.00
Balance carried to
balance sheet 14,472.79 12,744.40 13,280.06 11,713.92
Review of operations
Gross turnover for 2009-10 was Rs.97,968.26 lacs and Rs.1,37,785.67 lacs in
2010-11, reflecting a robust growth of 40.64%. The net profit for the
year was Rs.2,508.91 lacs against Rs.4,956.65 lacs for the corresponding
previous year. Exports recorded a growth of 49.98% from Rs.10,718.54 lacs
in the previous year to Rs.16,075.65 lacs in the current year.
As per the consolidated financial statements, the gross turnover and
net profit for 2010-11 were Rs.1,42,043.51 lacs and Rs.2,346.66 lacs.
The decline in the bottomline in 2010-11 was a temporary aberration
involving technical issues in stabilisation of our MDF plant and low
product value-mix in new Nalagarh laminate plant. We failed to achieve
the expected production target and could not cover adequately the
interest and depreciation that was charged, resulting in a decline in
our bottomline.
During 2010-11, your Company continued its efforts in the area of
product integration and market penetration. Your Company continued to
expand its export markets for laminates during 2010-11. Over the years,
your Company has steadily grown as an interior infrastructure solutions
provider, offering the entire product range viz. plywood, laminates,
decorative veneers and medium density fibreboard (MDF). Your Company is
present across different price points to cater to all customers across
high- end, mid-market and value segments.
Dividend
Your Directors recommend a final dividend of 20% i.e. Rs.1.00 per share
on the Company's 2,41,36,374 equity shares of Rs.5 each for 2010-11. The
final dividend on the equity shares, if declared as above, would
involve an outflow of Rs.241.36 lacs towards dividend and Rs.39.16 lacs
towards dividend tax, resulting in a total outflow of Rs.280.52 lacs.
Outlook and expansion
The Company's outlook remains favourable on account of its product
integration, growing brand popularity and the continuous support from
its employees, shareholders, creditors, consumers, dealers and lenders.
The Company's vision is to be a one-stop solution for all interior
infrastructure products (in its field of operation) in the country.
The Company's pan-India distribution network ensures easy availability
of products in almost every part of India.
During the year under review, your Company commenced commercial
production of densified plywood by increasing the production capacity
of the plywood unit situated at GIDC Estate, Bamanbore, Surendranagar,
Gujarat. The said new product can be used in railway seats, floorings,
truck body building, transformers etc.
Further, after overcoming the technical issues, the operation of the
MDF plant stabilised in October, 2010 and we recorded improved
utilisation levels in every successive month and expect to cross more
than 90% capacity utilisation in 2012-13.
We have also recorded improved capacity utilisation from our new
laminate plant in Nalagarh. The unit is expected to achieve higher
capacity utilisation and better product mix over the next three to four
quarters.
Your Directors are confident of achieving significantly better results
in the coming years.
Subsidiaries
Greenlam Asia Pacific Pte. Ltd., Singapore and Greenlam America, Inc.,
USA, continued to be wholly-owned subsidiaries of the Company.
Greenlam Asia Pacific Pte. Ltd. continues to explore new markets for
your Company's laminates in South-east Asian countries and Greenlam
America, Inc., continues to market high-pressure laminates in North and
South America.
The following may be read in conjunction with the consolidated
financial statements enclosed with the accounts. Ministry of Corporate
Affairs, Government of India vide General Circular No: 2/2011 dated
February 8, 2011 has granted general exemption by directing that the
provisions of Section 212 of the Companies Act, 1956 shall not apply in
relation to subsidiaries of those companies which fulfil certain
conditions mentioned in the said circular. Accordingly, by fulfilling
the conditions mentioned in the said circular, the balance sheet,
profit and loss account and other documents of the said subsidiaries
are not attached with the Company's accounts. As required by the said
circular, the financial information of the said subsidiaries is being
disclosed in the Annual report and the detailed accounts of individual
subsidiary shall be put on the Company's website www.greenply.com.
The Company will make available the annual accounts of the said
subsidiaries and the related detailed information to any member of the
Company who may be interested in obtaining the same. The annual accounts
of the said subsidiaries will also be kept open for inspection by any
shareholders at the Company's registered office and that of the
respective subsidiaries. The consolidated financial statements presented
by the Company include financial results of the said subsidiaries. A
statementof holding Company's interest in said subsidiaries is also
furnished.
Consolidated financial statements
The consolidated financial statements comprising financial statements
of the Company and its subsidiaries are also annexed.
Transfer to General Reserve
Your Directors propose to transfer Rs.500 lacs to the General Reserve.
Exercise of detachable warrants and changes in capital structure
During the year under review, your Company, on March 24, 2011, had
allotted 20,39,694 equity shares of Rs.5 each at a premium of Rs.137 per
equity share on account of conversion of 20,39,694
I detachable warrants issued and allotted on October 16, 2009 pursuant
to the Letter of Offer dated September 14, 2009 and received Rs.2,896.37
lacs from the conversion of said detachable warrants.
. Accordingly, the paid-up equity share capital of the
Company has been increased from Rs.11,04,83,400 (2,20,96,680 equity
shares of Rs.5 each) to Rs.12,06,81,870 (2,41,36,374 equity shares of Rs.5
each). As on March 31, 2011, the utilisations of the proceeds from
warrants conversion were as under.
Particulars Amount (Rs. in lacs)
MDF project 1,755.91
Laminate project 104.66
General corporate purposes 423.41
Issue expenses 0.43
Total 2,284.41
As per the Letter of Offer dated September 14, 2009, the warrant
exercise price for the above referred detachable warrants was
calculated at Rs.144.52 per warrant. However, the warrant exercise price
was capped at Rs.142.00 else the warrant proceeds along with the rights
proceeds received earlier would have exceeded Rs.75.00 crores limit as
resolved by the Board in its meeting held on March 7, 2009. In the
course of listing, the Stock Exchanges, under instructions from SEBI,
advised the Company to bring in the difference in issue price (i.e.
Rs.142.00) and the computed price as per the offer documents (i.e.
Rs.144.52), with respect to the shares allotted to promoter/promoter
group on account of conversion of detachable warrants and accordingly
the Company, on May 17, 2011, brought in the differential amount of
Rs.28.27 lacs from the promoter/promoter group in respect of 11,21,961
equity shares allotted to them. Now, the total issued capital of the
Company is listed with both National Stock Exchange of India Limited
and Bombay Stock Exchange Limited.
Directors
At the ensuing Annual General Meeting, Mr. Susil Kumar Pal and Mr.
Vinod Kumar Kothari shall retire by rotation and being eligible, offer
themselves for reappointment.
Further, the Remuneration Committee, subject to the approval of members
of the Company, has reappointed Mr. Rajesh Mittal as Managing Director
for a period of five years with effect from January 1, 2011, Mr.
Saurabh Mittal as Joint Managing Director & CEO for a period of five
years with effect from September 1, 2011 and Mr. Shobhan Mittal as
Executive Director for a period of five years with effect from
September 1, 2011. Resolutions are being placed for approval of members
in respect of the above reappointments made by the Remuneration
Committee.
None of the directors of your Company is disqualified under the
provisions of Section 274(1)(g) of the Companies Act, 1956.
Directors' responsibility statement
Pursuant to the requirement under Section 217(2AA) of the Companies
Act, 1956, with respect to Directors' responsibility statement, it is
hereby confirmed that:
1) In preparation of the annual accounts, applicable accounting
standards were followed.
2) The Directors selected such accounting policies and applied them
consistently and made reasonable and prudent judgments and estimates to
provide 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 the
financial year.
3) The Directors took proper and sufficient care to maintain adequate
accounting records in accordance with the provisions of the Companies
Act, 1956, to safeguard the Company's assets and for preventing and
detecting fraud and other irregularities.
4) The Directors prepared the annual accounts on a going concern basis.
Insurance
Your Company's properties, including building, plant, machineries and
stocks, among others, are adequately insured against risks.
Public deposits
During 2010-11, the Company did not invite or accept any deposits from
the public under section 58A of the Companies Act, 1956.
Disputed demand of sales tax and central excise in appeal
In contingent liability under notes on accounts, the amount relating to
disputed demand of sales tax in appeal is due to sales tax declaration
forms pending to be submitted to sales tax authorities.
The Company received a substantial portion of the sales tax declaration
forms from its clients and these will be submitted after the hearing is
fixed. The Company is trying to collect the remaining forms. In case
these are not received, the liability will be passed on to the client.
Further, in contingent liability under notes on accounts, the amount
relating to disputed demand of central excise in appeal was due to an
adjudication order passed by the Commissioner of Central Excise
imposing Rs.2,670.52 lacs towards disallowance of CENVAT credit,
penalties and duties in relation to timber imported. The Company filed
a Stay Petition and also an appeal against the said order before
CESTAT, Kolkata. The Stay Petition was heard on March 9, 2009 by the
Customs, Excise and Service Tax Appellate Tribunal and an order no.
S-24-26/Kol/09 dated March 13, 2009 was passed whereby the Company, Mr.
Rajesh Mittal, Managing Director and Mr. Arabinda Kumar Saha, General
Manager of the Company were directed to pre deposit an amount of
Rs.80,000 and compliance thereof to be reported on April 16, 2009. The
amount has since been deposited. A waiver was
.received in respect of pre-deposit of remaining
amount of duty and penalties. The matter is currently pending.
Auditors and their report
M/s. D. Dhandaria & Company, Chartered Accountants, statutory auditors
of the Company, hold office until the conclusion of the ensuing Annual
General Meeting and are eligible for reappointment. The Company
received a certificate from them to the effect that the reappointment,
if
made, would be within the limits prescribed under Section 224(1B) of
the Companies Act, 1956 and that they are not disqualified for such
reappointment within the meaning of section 226 of the said Act.
The observations made in the Auditors' Report are self-explanatory and,
therefore, do not call for further clarification.
Corporate Governance report
A detailed report on Corporate Governance pursuant to Clause 49 of the
Listing Agreement with stock exchanges, along with an Auditors'
Certificate on compliance with the conditions of Corporate Governance,
is annexed to this report.
Management discussion and analysis report
The management discussion and analysis report for the year 2010-11,
pursuant to Clause 49 of the Listing Agreement with stock exchanges is
given as a separate statement in the annual report.
CEO and CFO certification
Pursuant to the requirement of Clause 49 of the Listing Agreement, the
CEO and CFO certification is attached with the annual report. The Joint
Managing Director & CEO and the Chief Financial Officer also provide
quarterly certification on financial results while placing the
financial results before the Board in terms of Clause 41 of the Listing
Agreement.
Code of Conduct for Directors and senior management personnel
I The Code of Conduct is posted on the Company's website. The Joint
Managing Director & CEO of the Company has given a declaration that all
Directors and senior management personnel concerned
affirmed compliance with the code of conduct with reference to the year
ended on March 31, 2011. Declaration is attached with the annual
report.
Particulars of employees
Details of remuneration paid to employees pursuant to Section 217(2A)
of the Companies Act, 1956, read with Companies (Particulars of
Employees) Rules, 1975, as amended from time to time is annexed to this
report.
Conservation of energy, technology absorption and foreign exchange
earnings and outgo
The particulars regarding conservation of energy, technology
absorption, 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 the Board of Directors)
Rules, 1988, are annexed with this report.
Acknowledgement
Your Directors place on record their sincere thanks and appreciation
for the continuing support of financial institutions, consortium of
banks, vendors, clients, investors, central government, state
governments and regulatory authorities. Directors also place on record
their heartfelt appreciation for employees of the Company for their
dedication and contribution.
On behalf of the Board of Directors
Place: Kolkata S. P. Mittal
Dated: May 30, 2011 Executive Chairman
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