Century Plyboards (India) Ltd Directors Report.

Your Directors are pleased to present the Companys Fortieth Annual Report and Audited Financial Statements (standalone and consolidated) for the Financial Year ended 31st March, 2021. The consolidated performance of the Company and its subsidiaries has been referred to wherever required.

FINANCIAL PERFORMANCE

FINANCIAL HIGHLIGHTS

The Companys financial performance for the year ended 31st March, 2021 is summarised below:

H in crore

Particulars STANDALONE CONSOLIDATED
2020-21 2019-20 2020-21 2019-20
Gross Income 2124.18 2293.76 2147.68 2329.79
Profit before Depreciation, Interest & Tax 334.25 315.17 341.02 292.43
Depreciation 62.63 67.55 68.65 76.31
Interest & Finance Charges 10.79 37.24 12.79 38.90
Profit before Tax 260.83 210.38 259.58 177.22
Tax Expenses 68.76 52.21 68.36 51.93
Profit after Tax 192.07 158.17 191.22 125.29
Attributable to:
Owners of the Company 192.07 158.17 191.47 150.58
Non-controlling interests - - (0.25) (25.29)
Other Comprehensive Income (net of taxes) (0.56) (0.35) (5.87) 18.31
Total Comprehensive Income for the year 191.51 157.82 185.35 143.60
Attributable to:
Owners of the Company 191.51 157.82 185.46 168.89
Non-controlling interests - - (0.11) (25.29)
Opening balance in Retained Earnings 1018.62 914.37 1009.88 912.85
Adjustment with other equity (0.56) (0.35) (0.28) (0.34)
Adjustment on acquisition of subsidiary - - - 0.37
Amount available for appropriation 1210.13 1072.19 1201.07 1063.46
Final Dividend- FY 2018-19 - 22.22 - 22.22
Tax on Dividend- FY 2018-19 - 4.57 - 4.57
Interim Dividend- FY 2019-20 - 22.22 - 22.22
Tax on Interim Dividend- FY 2019-20 - 4.57 - 4.57
Closing Balance in Retained Earnings 1210.13 1018.62 1201.07 1009.88

OVERVIEW OF THE COMPANYS FINANCIAL PERFORMANCE

The standalone revenue from operations and Gross Income for Financial Year 2020-21 stood at Rs 2113.48 crore and Rs 2124.18 crore respectively, were both lower compared to the corresponding figures for Financial Year 2019-20 which stood at Rs 2282.68 crore and Rs 2293.76 crore respectively.

During the Financial Year ended 31st March, 2021, despite all odds arising on account of the Covid-19 pandemic, your Company recorded a Profit before tax of Rs 260.83 crore as against Rs 210.38 crore in the previous year, an increase of 24%. Net Profit after tax also increased by 21% at Rs 192.07 crore compared to Rs 158.17 crore in previous year. EBITDA margin was at 15.82% in FY 2020-21 as compared to 13.80% in FY 2019-20.

On consolidated basis, the revenue from operations for Financial Year 2020-21 at Rs 2130.36 crore, was lower by 8% compared to previous years figure of Rs 2317.03 crore. Profit before tax and Profit after tax were higher by 46% and 53% respectively, compared to the previous year.

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

IMPACT OF COVID-19

Reflecting on 2020 one feels that COVID-19 was a lesson on life, that combined many learnings in one i.e. the fragility of life & uncertainty of future, the power of nature, what really matters and what does not in life and above all, the need to move on. The experience of this episode shall not only shape our social behavior going forward but will also impact how corporates and economies operate for years to come. It is well known that COVID-19 has not only been a public health crisis but has also severely impacted the economy in near term. The outbreak of COVID-19 pandemic has globally caused significant disturbance and slowdown of economic activity. In many countries, businesses were being forced to cease or limit their operations for long or indefinite periods of time. Measures taken to contain the spread of the virus, including travel bans, quarantines, social distancing and closures of non-essential services, have triggered huge disruptions to businesses worldwide, resulting in an economic slowdown. The pace of recovery of global economic activity in the third quarter of 2020 on the back of pent up consumption demand and a new normal of work-from-home petered out in the fourth quarter. Renewed virus waves, emerging variants of the virus and consequently tighter lockdowns in several Western economies dampened the activity rebound. While Asian economies seem to have gained further pace, they also continue to remain impacted by the pandemic and its global macro-financial implications.

The pandemics impact has been different on different sectors of the Indian economy. Agriculture was the least affected by the pandemic and is expected to grow at 3% as lockdown restrictions never prevented any on-farm activity. However, with a share of just over 16% in total Gross Value Added, agriculture could do little to cushion the overall performance of the economy. Both services and industry are expected to have su_ered a contraction of slightly more than 8%. Even within services and industry, employment intensive sectors, such as trade, hotel and restaurants and construction, have su_ered a bigger contraction in economic activity.

The construction and furniture sectors were both widely affected by the COVID-19 pandemic. Supply chain bottlenecks due to restriction on the supply of raw materials like steel and glass also impacted the industry. Moreover, the reduction in the number of labour and financial losses due to delay in funded projects, adversely affected the construction sector, hindering the growth of wood based panel industry.

During the initial phase of lockdown, the Indian plywood market also witnessed a downfall. The production in this industry reduced drastically after the exodus of the migrant workforce started during the lockdown. As the restrictions were uplifted, the migrant workers returned and the production gained momentum. The industry started reviving and gained their growth strength and grip over the market by the end of the financial year 2020-21.

Unfortunately 2021-22, didnt begin well, with at least some restrictions imminent on account of the ongoing second wave of the Pandemic.

The escalating second wave of coronavirus infections has resulted in states and cities imposing localized partial lockdowns, which is expected to hurt the economic recovery that was underway. However, the low coronavirus death counts and mammoth vaccination drive is expected to push the GDP growth back up. The International Monetary Fund (IMF) in April, 2021 upgraded its FY22 growth projection for India to 12.5% from 11.5% estimated in January, 2021, but cautioned that the forecast hasnt factored in the severe downside risks arising from the countrys ongoing second wave of COVID-19. According to the Central Bank, the biggest toll of the second wave is in terms of a demand shock. Loss of mobility, lower discretionary spending, lack of employment and inventory accumulation are some of the factors that indicate weaker demand during the second wave in India. Your Companys operations were also adversely affected on account of suspension of production and distribution facilities across India during the beginning of FY21. The Companys operations resumed partially from first week of May 2020 at various locations across India after taking requisite measures for ensuring safety and well-being of employees and workers. From June 2020 onwards, operations returned to normalcy amidst all required protective measures. Amid the challenging environment, impacted by COVID-19 pandemic, the Company undertook several measures to shore up liquidity and weather the demand shocks. After ensuring safety of all our employees, the Company embarked upon on a four pronged action during the lockdown phase and immediately thereafter:

Connect back with our key stakeholders viz. dealers and contractors over VC & phone calls. Our teams reached out to all of them in a consistent manner.

Rolled out the new ‘go-to-market (GTM) guidelines for our sales team. The focus of the new GTM was physical scouting for demand generation backed up with a Sales Force Automation (SFA) tool. The entire roll out, training on GTM and of the SFA were done in remote mode over VCs. Consistent development of safe features for our plywood and laminates.

Invested back in the brand building by continued advertising on mass media channels

IMPACT OF AMPHAN

On 20th May, 2020, a super- cyclone ‘AMPHAN struck the district of South 24 Parganas in West Bengal leading to extensive damage to the factory shed and building at the Companys Joka factory near Kolkata. The plywood manufacturing set-up had to be partly shut down for a few days. Production resumed after carrying out required repairs and re-installations.

DIVIDEND

Based on the Companys performance and in conformity with its Dividend Distribution Policy, the Directors are pleased to recommend for approval of the Members a final dividend of Rs 1/- per equity share of face value Rs 1/- each for the financial year ended 31st March, 2021.

With this, the Company continues to balance the dual objective of appropriately rewarding Members through dividends and retaining sufficient funds to support the long term growth of your Company. The Final Dividend, subject to approval of Members at the ensuing Annual General Meeting, will be paid within the statutory period.

The Dividend Distribution Policy of the Company is annexed to this Report as Annexure ‘6 and is also available on the Companys website at: https://www.centuryply.com/codes-policies/CPIL-Dividend-Distribution-Policy.pdf.

TRANSFER TO RESERVES

The Reserves and Surplus of your Company has increased to Rs 1242.63 crore in the year 2020-21 as compared to Rs 1051.13 crore in the year 2019-20. Your Directors have proposed not to transfer any sum to the General Reserve during the Financial Year 2020-21.

SHARE CAPITAL

As on 31st March, 2021, the Companys paid-up Equity Share Capital was Rs 22,25,27,240/-comprising of 22,21,72,990 Equity Shares of Face Value of Re. 1/- each and Rs 3,54,250 received on account of 13,80,000 (post-split) forfeited shares. There has not been any change in the Equity Share Capital of the Company during the Financial Year ended 31st March, 2021. During the Financial Year 2020-21, your Company has neither issued any shares or convertible securities nor has granted any stock options or sweat equity.

INDIAN ECONOMY AND STATE OF AFFAIRS

The year 2020 witnessed unrivalled turmoil with the novel COVID-19 virus and the resultant pandemic emerging as the biggest threat to economic growth in a century. COVID-19 struck India at a time when the underlying economic conditions were subdued on account of heightened global uncertainty and stress in the domestic financial system. Against this backdrop, a stringent national lockdown to slow the spread of the pandemic started in the last week of FY20 and remained active to varying degrees in different geographies through most of the Q1 of FY21. This resulted in an estimated annual contraction of 8% in Gross domestic product (GDP), making FY21 one of the worst years in terms of economic performance in India. Indias GDP re-entered growth territory in the quarter ending December 2020, showing definite signs of recovery, amidst easing of restrictions.

India has faced the COVID-19 situation with fortitude and a spirit of self-reliance. India has demonstrated how it rises up to challenges and uncovers opportunities therein. Through this year, as India bravely fought the global pandemic, it charted its own unique trajectory – showing remarkable resilience, be it _ghting the virus or ensuring economic recovery. Revitalized inter and intra-state movement along with a sustained spurt in industrial and commercial activity heralded the economys returning to normalcy. The Government adopted a proactive approach in dealing with the pandemic by introducing a slew of reforms to prevent the cascading effect of economic disruptions which occurred during the first and second quarters. The Government introduced AtmaNirbhar Packages which accelerated the Countrys pace of structural reforms. Redefinition of MSMEs, collateral-free automatic loans for businesses, including MSMEs, Commercialisation of the Mineral Sector, Agriculture and Labour Reforms, Privatisation of Public Sector Undertakings, One Nation One Ration Card, and Production Linked Incentive Schemes are some of the notable reforms carried out during this period. Faceless Income Tax Assessment, relaxation in Statutory and Compliance matters and decriminalisation of the Companies Act, 2013 are the others. Digital Technology has been the ‘sprint runner of this year that enabled the nation to tide over the disruptive effects of the pandemic.

While there was a 23.9 per cent contraction in GDP in first quarter, the recovery has been a V-shaped one. Contraction in GDP narrowed to 7.5 per cent in Q2 as economic activity picked up. As per NSOs Second Advance Estimates, a real GDP growth of 0.4 per cent in Q3 of 2020-21 has returned the economy to the pre-pandemic times of positive growth rates. It is also a reflection of a further strengthening of V-shaped recovery that began in Q2 of 2020-21. This recovery was evident across all key economic indicators like power demand, rail freight, E-Way bills, Goods and Services Tax (GST) collection, steel consumption, etc. Budget 2021-22 has also adopted an expansionary fiscal policy with an emphasis on capital expenditure to boost economic growth.

Economic activity in India has gathered pace with mild sti_ening of the COVID-19 curve failing to deter a steady uptick in consumer sentiment, which has been bolstered by the inoculation drive. Positive GDP growth in Q3 of FY 21 – for the first time since the onset of the pandemic – added to the positive sentiment as the economy closed the year with activity levels higher than measured in the second advance estimates of GDP.

On the supply side, agriculture and allied activities are clearly demonstrating resilience in the face of the pandemic with a normal monsoon, a bumper crop and government support in the form of MGNREGA and PM-KISAN allocations, along with record procurement in 2020 supporting rural incomes. Manufacturing activity continues its resurgent journey on the back of sales and output recovery and the Governments Atmanirbhar Package stimulus facilitating growth prospects and business sentiment. The beneficial wealth effect of booming equity markets are enabling consumption abilities of households with exposure to them. With rising capacity utilization, stronger demand conditions and relatively moderate costs, operating profits are rising across the board.

The year 2020 was meant to be a year of recovery for the Indian real estate sector, especially the housing segment. After three years of business disruptions caused by demonetisation, implementation of GST, realty law RERA and the NBFC crisis, the market had started stabilising. But all hopes were thwarted as the COVID-19 global pandemic hit India, forcing the government to impose a national lockdown from March 25 for over two months to curb the spread of the deadly disease. Instead of recovery and growth, 2020 brought more pain and distress in the realty sector, shaving off 40-50% of business in the residential segment from an already low base. All real estate activities came to a sudden halt in late March with the lockdown. Although the economy started to unlock from June onwards, the situation remained grim through September as construction activities were stalled because of labour paucity, while sales were down on account of concerns over economic growth. The threat of job losses loomed large, which had a major dampening effect on consumer sentiment. Housing sales began to improve from October onwards due to pent up demand. The softening of interest rates on home loans to around 7%, reduction in stamp duty on registration of properties and rock bottom housing prices coupled with attractive special offers from cash-starved developers were positive factors that paved buyers return to the market, though at a slower pace. The reverse migration, caused by the rise of the remote working culture, led to the emergence of heightened demand for homes in tier-2 and tier-3 cities, including rentals.

Central Government also announced various measures to help the real estate sector survive this unprecedented health crisis. These included invoking the ‘Force Majeure clause under the RERA to extend project completion deadlines by 6-9 months, the extension of interest subsidy for the middle-income group and relaxing tax rules to allow sales of homes valued up to Rs 2 crore at a 20% discount to circle rate. At the macro level, the grounds for a likely surge in demand for residential housing and commercial space in the months to come are not hard to foresee as they are linked to a possible upsurge in economic growth.

Significant recoveries in manufacturing and construction sectors have acted as a positive light at the end of the tunnel as these sectors are further expected to grow in FY 22. Real GVA in manufacturing has improved from a contraction of 35.9 per cent in Q1 to a positive growth of 1.6 per cent in Q3 while in construction the recovery has been from a contraction of 49.4 per cent in Q1 to a positive growth of 6.2 per cent in Q3. These sectors are vital to the economy to achieve a growth of 11 per cent or more in 2021-22.

With fast roll out of vaccination, persistent stimulus measures under AtmaNirbhar Bharat and special thrust of Union Budget on health and well-being among others, macroeconomic con_gurations have been undergoing the necessary reorientation towards normalcy, thereby reviving consumer confidence and brightening business outlook of manufacturing, services and infrastructure. The pick-up in construction activity, with its wide array of backward and forward linkages, is also slowly developing into a critical growth lever of the economy.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There are no material changes or commitments affecting the financial position of the Company which have occurred between the end of the financial year 2020-21 and the date of this report. The Company is virtually debt free and has adequate liquidity to meet its business requirements. The management believes that it has considered all the possible impact of identified events arising from COVID-19 global health pandemic in the preparation of financial statements. However, the impact assessment of COVID-19 pandemic is a continuous process given the uncertainties associated with its nature, extent and duration. The management shall continue to monitor any material changes to future economic conditions on a continuing basis which may affect the financial performance of the Company.

FUTURE OUTLOOK

In the past decades, the expenditure on furniture has increased as a result of increasing incomes, urbanisation, investment in real estate, western influence, etc. Moreover, the introduction of new designs and diverse product range of furniture have further helped in creating a demand among the consumers. Expanding distribution network and exclusive outlets of furniture manufacturers in the region has also helped in influencing the market for plywood. Amid the COVID-19 crisis, the global market for Plywood estimated at US$49.7 Billion in the year 2020, is projected to reach a revised size of US$84.5 Billion by 2027, growing at a CAGR of 7.9% over the period 2020-2027.

The Indian plywood market is primarily driven by the growing number of construction activities and the expanding home furnishing sector. The Indian plywood market reached a value of INR 222.5 Billion in 2020 and is expected to grow at a CAGR of 4.3% during 2021-2026. Growing preference for traditional furniture in bedrooms and living rooms has furthermore steered the wood based panel market demand over the years.

The year 2020 brought forth many changes that will shape future trends in the marketplace for numerous industries. This is especially true in the furniture industry, where trends come and go in both style and substance as well as in the way furniture is marketed to consumers. The pandemic has given rise to new market trends and with a large percentage of employees working remotely, the demand for home-office furniture has almost tripled. 2021 for the furniture industry will be interesting, to say the least. Consumer wants and needs have changed drastically over the last year, and while they, of course, will always need furniture, the way they shop for it, presents new challenges for the industry.

In the post-pandemic context, the budget has also substantially enlarged the spending envelope in sectors like infrastructure creation for pump-priming economic growth. The economy looks well set on its pathway to recovery and revival and the roadmap that the government is charting, particularly in terms of the well-received recent budget have made the right moves towards this end. Despite the second wave of coronavirus, the recovery in economy is resilient with sustained improvement in majority of high frequency indicators.

Keeping in mind the changing shopping trends, Century Ply had launched its online shopping platform ‘CenturyPly e-shop across the Country. The e-shop enables a seamless buying experience for the consumers allowing them to buy directly from the Companys website. Consumers are assured regarding authenticity and quality of the products and are saved from getting duped because of presence of duplicate products in market. The Company also forayed into the Indian e-commerce platform by associating with e-commerce giants, Flipkart and Amazon. This was a first-of-its-kind association where the countrys leading building material company has stepped into the e-commerce service to leverage the spike in online shopping and digital consumption amidst the pandemic.

The positive impact on real estate with the pre-budget sanction of Rs 25000 crore by the government for completion of 1600 stalled projects and extension of exemptions for affordable housing during budget promises to provide some kinetic energy to the snail paced sector. After Budget, the growing positivity in markets is also helping the producers and traders to expand the product variety and network. Post Budget of 2021-22, what looks imminent is a huge possibility of building material consumption with growth in construction of new highways and public facilities because government is committed to spend big with huge capital expenditure. Healthcare, Railways, Education, Warehousing and booming Industrial growth are going to be immediate demand drivers. This budget is certainly a booster shot, which will be evident with speedy growth. Threshold for the deeming of stamp duty value for transfer of specified residential units by the real-estate developer has been increased from 10% to 20%. It is expected that given the present circumstances, plywood and particle board market will grow by 16%, Decorative laminate by 12% and MDF by 20% in FY22.

The demand for wooden furniture in the Indian market is mainly driven by the residential sector. Nowadays, consumers are replacing their furniture more frequently than in the past, which is largely due to increasing standards of living and a steady increase in disposable income across the board. These are some of the factors driving the continuous growth of the Furniture market. Moreover, aesthetic reasons coupled with the need for consumers to be comfortable in their apartment, as evidenced by the Living Room and Dining Room segment being the largest segment of the Furniture market, and the adoption of online shopping are major contributing factors to the constant growth of the market.

The global wood based panels market has been segmented on the basis of product and application. The product segment is classified into MDF, HDF, OSB, particleboard, softwood, plywood, and others. The application segment is divided into construction, furniture and packaging. The construction segment is further bifurcated into floors & roofs, windows & doors, siding, and others. Similarly, the furniture segment is sub-segmented into residential and commercial.

Globally, MDF accounts for the largest market share of around 45% in the overall wood based panels market and this is also expected to witness high growth rate over the coming years. This is attributed to the broad application used in vertical and horizontal wood based panels across the construction industry. The versatility of the product and its wide range of applications in the construction industry make it a likely contender. High demand for MDF products used for manufacturing flooring, furniture, and cabinetry, is projected to drive the overall market.

FUTURE PLANS OF EXPANSION

The Companys Medium Density Fiber (MDF) Board unit at Hoshiarpur in Punjab with an installed capacity of 198000 CBM per year, attained full capacity utilisation during FY 2020-21. With growing demand for the Companys MDF board, the Company has initiated steps for expansion of capacity of this unit at a CAPEX of approx. Rs 200 Crore. Post expansion, the capacity of this unit would increase to 330000 CBM per year. The Company is also in the process of setting up a new unit in the State of Punjab for manufacturing of veneer and plywood with a capacity of 60000 CBM per year at a CAPEX of approx. Rs 75 Crore. This is expected to be operational within the first quarter of FY 2022-23.

The newly set-up veneer manufacturing unit of the Companys wholly owned subsidiary Century Gabon SUARL at Gabon in Africa also started its commercial production on 8th February, 2021 with an operating capacity of peeling 200 CBM of timber per day. This unit has the advantage of availability of abundant Okoume timber required for production of face veneer. This unit will serve as a backward integration for securing availability of raw material for Century Ply.

The Companys wholly owned Subsidiary, Century Panels Ltd. has also initiated steps for setting up a new unit in the state of Andhra Pradesh for manufacturing of MDF boards with a capacity of 231000 CBM per year at a CAPEX of approx. Rs 500 Crore. This is expected to be operational within the first quarter of FY 2023-24. The Companys proposed capex plans for setting up a Particle Board and MDF unit in Uttar Pradesh has got on hold, pending decision of the National Green Tribunal which had quashed all provisional licenses issued by the Uttar Pradesh government for establishing new wood-based industries in the State.

Traditionally the Company has been operating in premium or upper segment of plywood market. However, the value segment ( Rs 80-100 per sq. ft. at consumer price) is the largest segment and is 4 to 5 times the size of the premium segment. With Governments focus also shifting towards affordable housing, the value segment will drive the future growth of the Company. The Company with its economy segment product like ‘Bond710, ‘Sainik and ‘Sainik710 is constantly increasing its capacities and penetrating the mid-market and affordable segments. Our value product Sainik 710 has grown by 19% on a year on year basis and now contributes to almost 16.5% of the total mix. The Company continues its focus on the premium segment and is investing heavily on brand positioning for ensuring that the Centuryply brand occupies a distinct position, relative to competing brands, in the mind of the customers.

With operation of two Container Freight Stations, your Company already has a marked presence in the logistic segment. The Company is exploring the possibilities of widening its product offerings in this segment with activities like cargo handling, stevedoring, Steamer Agency businesses and reconstruction/ rejuvenation of Ports.

CHANGE IN NATURE OF BUSINESS, IF ANY

There has not been any change in the nature of business of the Company during the FY ended 31st March, 2021.

SUBSIDIARIES

CHANGES IN SUBSIDIARIES

As on 31st March, 2021, your Company had 11 subsidiaries and 3 step-down subsidiaries. These subsidiaries were Auro Sundram Ply & Door Pvt. Ltd., Century MDF Ltd., Ara Suppliers Pvt. Ltd., Arham Sales Pvt. Ltd., Adonis Vyaper Pvt. Ltd., Apnapan Viniyog Pvt. Ltd., Century Infotech Ltd., Century Panels Ltd., Centuryply Myanmar Pvt. Ltd., Century Ply (Singapore) Pte. Ltd. and Century Gabon SUARL and step-down subsidiaries were Asis Plywood Ltd., Century Ply Laos Co. Ltd., Century Huesoulin Plywood Lao Co., Ltd. There are no associate or joint venture companies within the meaning of Section 2(6) of the Companies Act, 2013.

During the year, the Companys shareholding went up marginally in its overseas subsidiary Century Ply (Singapore) Pte. Ltd. from 90.60% to 90.65% owning to further allotment of shares to it. Further, the Company approved a proposal to acquire the remaining 39.94% of the share capital of its subsidiary company ‘Century Infotech Ltd. from other shareholders.

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

OPERATIONS

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

Auro Sundram Ply & Door Pvt. Ltd. is engaged in the manufacturing of plywood and allied products from eco-friendly agro-forestry timber and operating a plywood unit at Roorkee in Uttarakhand. Considering the increasing demand for MDF, Century Panels Ltd. has initiated steps for setting up a new unit in the state of Andhra Pradesh for manufacturing of Medium Density Fiber boards (MDF) with a capacity of 231000 CBM per year at a CAPEX of approx. Rs 500 Crore. This is expected to be operational within the first quarter of FY 2023-24.

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

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

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

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

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

In the wake of Covid-19, the Companys Subsidiaries had suspended their production and distribution facilities temporarily and moved to ‘work from home policy for all its employees at the beginning of the current financial year, adhering to the guidelines issued by the governing authorities of the respective countries. Gradually, with the changing directives, they became fully operational from first week of June after taking requisite measures for ensuring safety and well-being of employees and workers.

POLICY ON MATERIAL SUBSIDIARIES

The Companys policy for determining material subsidiaries in accordance with Regulation 16(1)(c) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘Listing Regulations) is available on the website of the Company at https://www.centuryply.com/codes-policies/CPIL-Policy-on-material-subsidiary.pdf

FINANCIAL POSITION & PEFORMANCE

The Company monitors performance of subsidiary companies, inter alia, by the following means: Financial statements of the subsidiary companies are reviewed by the Companys Audit Committee.

Major investments made by the subsidiaries are reviewed quarterly by the Companys Audit Committee.

Minutes of Board meetings of subsidiary companies are placed before the Companys Board regularly.

Significant transactions and arrangements entered into by subsidiary companies are placed before the Companys Board.

Pursuant to the provisions of Section 129(3) of the Companies Act, 2013, a statement in Form No. AOC-1, containing the salient features of financial statements of the Companys subsidiaries is appended as Annexure ‘1 to this Report.

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

ACCOUNTS

CONSOLIDATED FINANCIAL STATEMENTS

The consolidated financial statements of the Company and its subsidiaries for FY 2020-21 are prepared in compliance with the applicable provisions of the Companies Act, 2013 and as stipulated under Regulation 33 of the Listing Regulations as well as in accordance with the Indian Accounting Standards notified under the Companies (Indian Accounting Standards) Rules, 2015. In accordance with the provisions of Section 129(3) of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014, Companies (Indian Accounting Standards) Rules, 2015 and other applicable provisions and Regulation 34(2) of Listing Regulations, the Consolidated Financial Statements of the Company and its subsidiaries for FY 2020-21 along with Auditors Report thereon forms part of this Annual Report.

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

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

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

Details of loans, guarantees and investments under the provisions of Section 186 of the Companies Act, 2013 read with the Companies (Meetings of Board and its Powers) Rules, 2014, as on 31st March, 2021, are set out in Annexure ‘2 hereto and forms a part of this Report.

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

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All contracts/ arrangements/ transactions with related parties, entered into or modified by the Company during the Financial Year 2020-21, were on an arms length basis and not ‘material. The said transactions with Related Parties were entered into for the benefit and in the interest of your Company and its stakeholders. These transactions were inter alia based on various considerations such as business exigencies, synergy in operations, the policy of the Company and resources of the Related Parties. There was no material related party transaction made by the Company during the year requiring shareholders approval under Regulation 23(4) of the Listing Regulations or Section 188 of the Companies Act, 2013 read with Rules made thereunder. The approval of the Audit Committee was sought for all related party transactions. Certain transactions which were repetitive in nature were approved through omnibus route. A statement of transactions entered into pursuant to the approvals so granted is placed before the Audit Committee and the Board of Directors on a quarterly basis. All the transactions were in compliance with the applicable provisions of the Companies Act, 2013 and Listing Regulations.

During the year, the Company had not entered into any contract/ arrangement / transaction with related parties which could be considered material in terms of the Companys Policy on Materiality of and dealing with Related Party Transactions. Accordingly, the disclosure of Related Party Transactions as required under Section 134(3) (Rs) of the Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014 in Form AOC-2 is not applicable.

The Related Party Disclosures in terms of Regulation 34(3) read with Part A of Schedule V of the Listing Regulations is provided under note no. 41 of the Notes to the Financial Statements. There are no materially significant transactions with related party which may have a potential conflict with the interest of the Company at large.

The Company, in terms of Regulation 23 of the Listing Regulations submits within 30 days from the date of publication of its standalone and consolidated financial results for the half year, disclosures of related party transactions on a consolidated basis, in the format specified in the relevant accounting standards for annual results to the stock exchanges. The said disclosures can be accessed on the website of the Company, https://www. centuryply.com.

Your Companys Policy on materiality of and dealing with Related Party Transactions as formulated and adopted by the Board of Directors in terms of Regulation 23(1) of the Listing Regulations, may be accessed on the Companys website at: https://www. centuryply.com/codes-policies/Policy-on-Materiality-of-and-dealing-with-related-party-transcations.pdf. The Policy intends to regulate transactions between the Company and its Related Parties based on the applicable laws and regulations and also lays down mechanism for identification, approval, review and reporting of such transactions.

PUBLIC DEPOSITS

During the Financial Year 2020-21, the Company has not invited, accepted or renewed any public deposits covered under Section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014. As such, no amount on account of principal or interest on public deposits was outstanding as on the date of the Balance Sheet.

AUDITORS

STATUTORY AUDITORS

M/s Singhi & Co, Chartered Accountants (ICAI Firm Registration No. 302049E) has been your Companys Auditors since 2014. In terms of the provisions of Section 139 of the Companies Act, 2013 read with provisions of the Companies (Audit and Auditors) Rules, 2014, as amended, the Members at the Thirty-Eighth Annual General Meeting (AGM) held on 4th September, 2019, approved their re-appointment as Statutory Auditors of the Company for a second term of five consecutive years, i.e., from the conclusion of the Thirty-eighth AGM until the conclusion of Forty-third AGM to be held in the calendar year 2024. The requirement to place the matter relating to appointment of auditors for rati_cation by Members at every AGM has been done away by the Companies (Amendment) Act, 2017 with effect from 7th May, 2018. Accordingly, no resolution is being proposed for rati_cation of appointment of statutory auditors at the ensuing AGM. The Statutory Auditors were present in the last AGM. Pursuant to Section 141 of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014, M/s. Singhi & Co have represented that they are not disqualified and continue to be eligible to act as the Auditor of the Company. M/s. Singhi & Co. have also confirmed that they have been subjected to the peer review process of the Institute of Chartered Accountants of India (ICAI) and holds a valid certificate issued by the Peer Review Board of ICAI as required under Regulation 33(1)(d) of the Listing Regulations.

STATUTORY AUDITORS REPORT

The Statutory Auditors Report "with an unmodified opinion", given by M/s. Singhi & Co, on the Standalone and Consolidated Financial Statements of the Company for the Financial Year ended 31st March, 2021, is appended in the Financial Statements forming part of this Annual Report. There has been no qualification, reservation, adverse remark or disclaimer given by the Statutory Auditor in their Report for the year under review. The Notes on Financial Statements referred to in the Auditors Report are self-explanatory and do not call for any further comments.

SECRETARIAL AUDIT

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Regulation 24A of the Listing Regulations, the Board had appointed M/s MKB & Associates, a firm of Company Secretaries in Practice, as Secretarial Auditor to conduct the Secretarial Audit of the Company for the Financial Year 2020-21. The Report of the Secretarial Audit in Form MR-3 is appended hereto as Annexure ‘3.

The said Secretarial Audit Report does not contain any qualification, reservation, adverse remark or disclaimer.

No frauds have been reported by the Statutory Auditor or the Secretarial Auditor of the Company during the year under review.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

I. INDEPENDENT DIRECTORS:

(a) CHANGES IN INDEPENDENT DIRECTORS:

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

Sri Santanu Ray (DIN: 00642736) ceased to be a Director on 31st March, 2021 upon completion of his second term as Independent Director. The Board places on record its appreciation for his invaluable contribution and guidance. In terms of Section 149(11) of the Companies Act, 2013, no Independent Director shall hold office for more than two consecutive terms.

Based on recommendation of Nomination & Remuneration Committee, the Board of Directors at its meeting held on 9th February, 2021, appointed Sri Naresh Pachisia (DIN: 00233768) as an Additional Director in the Independent category, with effect from 1st pril, 2021 for a term of three years ending on 31st March, 2024, subject to approval of the shareholders of the Company at the ensuing Annual General Meeting. The Board of Directors of your Company recommends his appointment.

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

The Company had also received from Sri Naresh Pachisia (i) consent to act as Director in writing in Form DIR-2 pursuant to Rule 8 of Companies (Appointment and Qualification of Directors) Rules, 2014, (ii) disclosure in Form DIR-8 pursuant to Rule 14(1) of the Companies (Appointment and Qualification of Directors) Rules, 2014 to the effect that he is not disqualified under sub section (2) of Section 164 of the Companies Act, 2013 and (iii) declaration to the effect that he meets the criteria of independence as prescribed both under sub-section (6) of Section 149 of the Act, Rules thereunder and under the Listing Regulations.

The detailed profile of Sri Naresh Pachisia and particulars of his experience, skill and attributes that qualify him for Board Membership together with other details as required under the Companies Act, 2013, Secretarial Standards and Listing Regulations, are given in the explanatory statement attached to the Notice of the ensuing Annual General Meeting. His appointment is subject to the approval of shareholders.

(b) DECLARATION BY INDEPENDENT DIRECTORS

Pursuant to the provisions of Section 149 (7) of the Companies Act, 2013 read with Rules made thereunder and in terms of Regulation 25(8) of Listing Regulations, the independent directors have submitted declarations confirming that: i. they meet the criteria of independence as prescribed under Section 149(6) of the Companies Act, 2013 along with Rules framed thereunder and Regulation 16(1)(b) of the Listing Regulations and that during the year, there has been no change in the circumstances affecting their status as an Independent Director.

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

The Independent Directors have complied with the Code of Conduct as formulated by the Company and also with the Code for Independent Directors prescribed in Schedule IV to the Companies Act, 2013 Further, in terms of Rule 6(3) of the Companies (Appointment and Qualification of Directors) Rules, 2014, the Independent Directors have also confirmed compliance with the provisions of Rule 6(1) and 6(2) of the said Rules with respect to inclusion of their names in the Independent Directors database maintained by the Indian Institute of Corporate Affairs at Manesar.

In terms of Regulation 25(9) of the Listing Regulations, the Board of Directors has ensured the veracity of the disclosures made under Regulation 25(8) of the Listing Regulations by the Independent Directors of the Company.

During the year under review, the non-executive directors of the Company had no pecuniary relationship or transactions with the Company, other than sitting fees, commission and reimbursement of expenses incurred by them for the purpose of attending meetings of the Board / Committee of the Company and save and except one transaction as detailed in Note no. 41(b) of the Notes to the Financial Statements.

(c) FAMILIARISATION PROGRAMME

Your Company believes that a Board which is well informed will contribute significantly to management of current and potential strategic issues. Pursuant to provisions of Regulation 25(7) of the Listing Regulations and Schedule IV of the Companies Act, 2013, the Company has a structured programme for orientation and training of Independent Directors so as to enable them to understand the Company - its operations, business, industry and environment in which it functions. The programme is designed to enable the Independent Directors to play a meaningful role in the overall governance processes of the Company. The provision of an appropriate induction programme for new Directors and ongoing training for existing Directors is a major contributor to the maintenance of high Corporate Governance standards of the Company.

A detailed overview of the Companys familiarisation program can be accessed through web-link: https://www. centuryply.com/codes-policies/Familiarization-Programme-for-Independent-Directors.pdf.

Your Company conducted a familiarisation programme for all its Independent Directors wherein presentation was made by a competent professional giving an in-depth analysis of the latest amendments in the provisions relating to Corporate Social Responsibility and other amendments in Companies Act and various SEBI Regulations. The details of such Familiarisation programme for the Independent Directors conducted during the year under review has been uploaded on the website of the Company and is available at the web-link: https://www.centuryply.com/investor-information/Familiarization-Programme-Details_2020-21.pdf. Presentations, during Board Meetings, were also made by the Company Secretary giving an in-depth analysis of the regulatory amendments and requirements of the Companies Act and various SEBI Regulations. The senior management and functional heads of your Company periodically makes presentation to apprise the Independent Directors of the domestic/ overseas industry scenario, business model of the Company and its strategic priorities.

Further, at the time of the appointment of an Independent Director, the Company issues a formal letter of appointment outlining his / her role, function, duties and responsibilities. Newly appointed Independent Directors are provided an introductory kit containing Memorandum and Articles of Association of the Company, organisational structure, set of major statutory and internal policies of the Company, Board and Committee structure and details about the Companys subsidiaries. Independent Directors are provided with necessary documents/brochures, reports and policies to enable them to familiarize with the Companys procedures and practices. Inter-active sessions with Board and Committee members, Business and Functional Heads are also organised for the Independent Directors.

Your Company hosts site visits to the Companys factory locations for the Independent Directors to enable them to understand the operations of the Company. Apart from in-house programme, the Independent Directors are also encouraged to participate in various training sessions to update and refresh their skills and knowledge. Apart from this, each Director of the Company has complete access to information relating to the Company. Independent Directors have the freedom at all times to interact with the Companys management.

(d) STATEMENT REGARDING INDEPENDENT DIRECTOR

The Board opined that your Company has been fortunate over the years to have experienced persons from diverse fields as Independent Directors on its Board. In the opinion of the Board, the Independent Directors are highly skilled and their expertise provides a unique contribution to the Boards overall effectiveness. Further, the Independent Directors maintained high standard of ethics and demonstrated highest level of integrity including maintaining utmost confidentiality and identifying, disclosing and managing conflicts of interest.

II. NON- INDEPENDENT DIRECTORS:

(a) CHANGES IN NON-INDEPENDENT DIRECTORS:

The Board of Directors at its meeting held on 9th February, 2021, appointed Sri Rajesh Kumar Agarwal (DIN- 00223718) as an Additional Director in the Executive category with effect from 9th February, 2021 for a period of three years subject to approval of the shareholders of the Company at the ensuing Annual General Meeting.

The Company had received a notice in writing from a member under Section 160 of the Companies Act, 2013, proposing the candidature of Sri Rajesh Kumar Agarwal for the office of Non-independent Director of the Company. The Company has received from Sri Rajesh Kumar Agarwal (i) consent to act as Director, if appointed, in writing in Form DIR-2 pursuant to Rule 8 of Companies (Appointment and Qualification of Directors) Rules, 2014 and (ii) disclosure in Form DIR-8 pursuant to Rule 14(1) of the Companies (Appointment and Qualification of Directors) Rules, 2014 to the effect that he is not disqualified under sub section (2) of Section 164 of the Companies Act, 2013.

Sri Rajesh Kumar Agarwal is the son of Late Hari Prasad Agarwal, erstwhile Vice– chairman and Executive Director. He has already been working with the Company as President- Admin/IT/ Purchase/Logistics. The Board of Directors of your Company recommends his appointment.

The Board regretfully report the sad demise of Sri Hari Prasad Agarwal, Vice – chairman and Executive Director of the Company on 18th December, 2020. The Board further expresses its heartfelt condolences for his untimely death and wishes to put on record their sincere and deep appreciation for his invaluable guidance and contribution from time to time in building up the Companys growth.

(b) RETIREMENT BY ROTATION:

Pursuant to the provisions of Section 152(6)(c) of the Companies Act, 2013, Sri Vishnu Khemani and Sri Keshav Bhajanka, being longest in office, retire by rotation, and being eligible, offer their candidature for re-appointment as Directors. In view of their considerable experience and contribution to the Company, the Board recommends their re-appointment. Their detailed profiles and particulars of experience, skill and attributes that qualify them for Board Membership together with other details as required under the Companies Act, 2013, Secretarial Standards and Listing Regulations, are given in the explanatory statement attached to the Notice of ensuing Annual General Meeting of the Company.

III. KEY MANAGERIAL PERSONNEL

Pursuant to the recommendation of the Nomination and Remuneration Committee, the Board of Directors at its meeting held on 10th November, 2020 reappointed Sri Keshav Bhajanka as an Executive Director of the Company for a further period of five years with effect from 28th January, 2021; Sri Sajjan Bhajanka was reappointed as Chairman and Managing Director of the Company for a further period of five years with effect from 1st April, 2021; Sri Sanjay Agarwal and Sri Ajay Baldawa, were reappointed as CEO & Managing Director and Executive Director (Technical) respectively for a further period of five years with effect from 1st July, 2021. The Board, further at its meeting held on 9th February, 2021, on recommendations made by the Nomination and Remuneration Committee, appointed Sri Rajesh Kumar Agarwal as an Executive Director of the Company for a period of three years, with effect from 9th February, 2021. All the aforesaid appointment/ re-appointment are subject to approval of the shareholders at the ensuing Annual General Meeting.

Since Sri Sajjan Bhajanka would be attaining the age of 70 years on 3rd June, 2022, his re-appointment for a term of five years is subject to approval of the shareholders by way of a special resolution. His reappointment is further subject to compliance of Regulation 17(1B) of the Listing Regulations which is scheduled to become effective on 1st April, 2022, where upon, Sri Bhajanka shall, at his discretion, opt to continue either as the Chairman or as Managing Director of the Company. The Board of Directors of your Company accordingly recommends his reappointment.

Sri Hari Prasad Agarwal, Vice – chairman and Executive Director of the Company left for heavenly abode on 18th December, 2020.

Apart from the above, there has not been any change in Key Managerial Personnel during the Financial Year ended 31st March, 2021.

IV. INTER-SE RELATIONSHIPS BETWEEN THE DIRECTORS

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

MEETINGS

MEETINGS OF BOARD OF DIRECTORS

During the year under review, the Board met four times, i.e., on 26th June, 2020, 12th August, 2020, 10th November, 2020 and 9th February, 2021. The details of the Meetings held during the year are given in the Corporate Governance Report forming part of the Annual Report.

MEETINGS OF INDEPENDENT DIRECTORS

During the year under review, the Independent Directors met once on 14th January, 2021 without the presence of Non-Independent Directors and members of the Management, inter alia to:

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

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

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

MANAGERIAL REMUNERATION

PARTICULARS OF MANAGERIAL REMUNERATION

Disclosure pertaining to remuneration and other details as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed to this Report as Annexure ‘4. Your Directors state that none of the Executive Directors of the Company received any remuneration or commission from any of its Subsidiaries.

PARTICULARS OF EMPLOYEES

Statement containing particulars of Top 10 employees in terms of remuneration drawn and the particulars of employees as required under Section 197 (12) of the Companies Act, 2013 read with Rule 5(2) and (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is provided in Annexure ‘4 forming part of this report.

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

CORPORATE GOVERNANCE MEASURES

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 134(3)(c) and 134(5) of the Companies Act, 2013, the Board of Directors, to the best of their knowledge and belief, states that it had:-(i) followed the applicable accounting standards in the preparation of the Annual Accounts for the year ended 31st March, 2021 along with proper explanations relating to material departures, if any; (ii) selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at the end of the Financial Year 31st March, 2021 and of the profit of the Company for that period; (iii) taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; (iv) prepared the Annual Accounts of your Company for the Financial Year ended 31st March, 2021 on a ‘going concern basis; (v) laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and (vi) devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and were operating effectively.

MANAGEMENT DISCUSSION AND ANALYSIS

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

CORPORATE GOVERNANCE

Your Companys philosophy on Corporate Governance mirrors its belief that principles of transparency, fairness and accountability towards the stakeholders are the pillars of a good governance system. The Companys business structures, values, cultures, policies and procedures are designed to ensure that the Company is managed in a manner that meets stakeholders aspirations and societal expectations. The Company believes in achieving business excellence and optimizing long-term value for its shareholders on a sustained basis through ethical business conduct. Your Company is committed to adopt best Corporate Governance practices to boost long-term shareholder value without compromising the rights of the minority shareholders. Your Company complies with the applicable provisions of the Companies Act, 2013 and applicable Secretarial Standards issued by the Institute of Company Secretaries of India. Apart from complying with the mandatory requirements, your Company also complies with certain discretionary requirements of Corporate Governance as specified in Part E of Schedule II of the Listing Regulations.

In compliance with the provisions of Regulation 34 of the Listing Regulations read with Schedule V of Listing Regulations, a Report on Corporate Governance for the Financial Year ended 31st March, 2021 along with a Certificate issued by M/s. MKB and Associates, Company Secretaries in Practice, confirming compliance with the requirements of Corporate Governance, forms a part of the Annual Report.

CEO & CFO CERTIFICATION

In terms of Regulation 17(8) read with Schedule II Part B of the Listing Regulations, a certificate from the Chief Executive Officer and Chief Financial Officer of the Company addressed to the Board of Directors, inter alia, confirming the correctness of the financial statements and cash flow statements for the Financial Year ended 31st March, 2021, adequacy of the internal control measures and reporting of matters to the Audit Committee, is provided elsewhere in this Annual Report.

RISK MANAGEMENT

Your Company has a comprehensive risk management framework in place and a robust organizational structure for managing and reporting risks. The Company regularly identifies these uncertainties and after assessing them, devises short-term and long-term actions to mitigate any risk which could materially impact the Companys long-term goals. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis Your Company is conscious that how better risk management techniques may provide early signals of probable threats to the Company so that they may be addressed in time. Risk management process has been established across your Company and is designed to identify, assess and frame a response to threats that may affect achievement of its objectives.

The Board of Directors of the Company has formed a Risk Management Committee to frame, implement and monitor the risk management plan for the Company. The Committee is responsible for monitoring and reviewing the risk management plan and ensuring its effectiveness. The Audit Committee has additional oversight in the area of financial risks and controls. The Company endeavours to continually sharpen its Risk Management systems and processes in line with a rapidly changing business environment. The Company, through its risk management process, aims to contain the risks within its risk appetite. There are no risks which in the opinion of the Board threaten the existence of the Company.

INTERNAL CONTROLS/ INTERNAL FINANCIAL CONTROLS AND THEIR ADEQUACY

The Companys internal controls are commensurate with the nature of its business, the size and complexity of its operations. These have been designed to provide reasonable assurance with regard to recording and providing reliable financial and operational information, complying with applicable statutes, safeguarding assets from unauthorized use, executing transactions with proper authorization and ensuring compliance with corporate policies. Such controls have been tested during the year and no reportable material weakness or significant de_ciencies in the design or operation of internal financial controls was observed.

The Company has a well-defined delegation of power with authority limits for approving contracts as well as expenditure. Processes for formulating and reviewing annual and long-term business plans have been laid down. The Company uses a state-of-the-art enterprise resource planning (ERP) system that connects all parts of the organization, to record data for accounting, consolidation and management information purposes. It has continued its efforts to align all its processes and controls with global best practices.

Standard operating procedures have been laid down to guide the operations of the business. Unit heads are responsible to ensure compliance with the policies and procedures laid down by the management. Robust and continuous internal monitoring mechanisms and review processes ensure that such systems are reinforced on an ongoing basis and updated with new / revised standard operating procedures in order to align the same with the changing business environment.

The Audit Committee regularly reviews the budgetary control system of the Company as well as system for cost control, financial controls, accounting controls, physical verification controls, etc. to assess the adequacy and effectiveness of the internal control systems. Regular review of the established internal controls system of the Company were undertaken and de_ciencies in the design or operation of such control, if any, was discussed with the Auditors and the Audit Committee and suitable actions to rectify those de_ciencies were recommended for implementation. Based on its evaluation (as defined in section 177 of Companies Act 2013 and Clause 18 read with Part C of Schedule II of the Listing Regulations), the Audit Committee has concluded that, as of 31st March, 2021, the Companys internal financial controls were adequate and operating effectively.

PERFORMANCE EVALUATION

In accordance with the ‘Board Evaluation Policy of the Company as laid down by the Nomination and Remuneration Committee and adopted by the Board, the Independent Directors at their separate Meeting held on 14th January, 2021, collectively reviewed the performance of the non-independent Directors, the Board as a whole and that of its Committees. The performance of the Chairman of the Company was also reviewed after taking into account the views of executive directors and non-executive directors. The Independent Directors also assessed the quality, quantity and timeliness of flow of information between the Companys management and the Board. The Nomination and Remuneration Committee, at its meeting held on 21st January, 2021, carried out evaluation of performance of all Independent Directors.

The Board, at its meeting held on 9th February, 2021 discussed and took on record the performance evaluation carried out by the Independent Directors and by the Nomination and Remuneration Committee. Thereafter, the Board carried out an evaluation of its own performance and that of its Committees.

The individual performance of all Directors (including the Independent Directors) was also carried out by the entire Board without the presence and participation of the Director being evaluated.

Parameters and process applied for carrying out the evaluation has been discussed in detail in the Corporate Governance Report. Based on the evaluations, the performance of the Board, its Committees and Individual Directors, including that of Chairman and Independent Directors, was found to be satisfactory. The Board and its Committees had been highly effective in achieving their respective charters of monitoring the overall performance of the Company, overseeing the performance of the management and thus upholding high standards of corporate governance. The board meetings were well run and the members of the Board acted with sufficient diligence and care. The Chairman had been instrumental in fostering and promoting the integrity of the Board while nurturing a culture where the Board works harmoniously for the long-term benefit of the Company and all its stakeholders. He continuously guides the Board for effective governance structure in the Company, displaying professionalism, efficient leadership and decisiveness in his judgements.

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

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

COMMITTEES OF BOARD OF DIRECTORS

As on the date of this Report, the Board has seven Committees out of which five have been mandatorily constituted in compliance with the requirements of Companies Act, 2013 and Listing Regulations and two non-mandatory Committees have been constituted to enhance the objectivity and independence of the boards judgment and to increase the efficacy of governance. The Board has adopted charters setting forth the roles and responsibilities of each of the Committees. The Board has constituted following Committees to deal with matters and to monitor activities falling within their respective terms of reference:-

Mandatory Committees

Audit Committee

Nomination and Remuneration Committee Stakeholders Relationship Committee

Risk Management Committee

Corporate Social Responsibility Committee

Non-mandatory Committees

Share Transfer Committee Finance Committee

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

POLICIES AND CODES

REMUNERATION POLICY

Your Companys policy on appointment and remuneration of Directors, Key Managerial Personnel and Senior Management Personnel including criteria for determining qualifications, positive attributes and independence of a Director and other matters as required under Section 178(3) of the Companies Act, 2013, is available on its website at https://www.centuryply. com/codes-policies/Remuneration-policy.pdf. The same is also appended as ‘Annexure 5 to this Report. During the year under review, there was no change in the Companys Remuneration Policy.

Your Companys Remuneration Policy is directed towards providing a well-balanced and performance-related compensation package, taking into account shareholder interests, industry standards and relevant Indian corporate regulations. Further, it aims to attract, retain and motivate highly qualified members for the Board and other executive level and ensure their long term sustainability. The Policy is designed to ensure that: a) the Company is able to attract, retain and motivate highly qualified members for the Board and other executive level and ensure their long term sustainability. b) the Company is able to provide a well-balanced and competitive compensation package to its Executives, taking into account their roles and position, shareholder interests, industry standards and relevant regulations. c) remuneration of the Directors and other Executives are aligned with the business strategy and risk tolerance, objectives, vision, values and long-term interests of the Company.

Selection and procedure for nomination and appointment of Directors

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

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

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

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

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

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

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

BOARD DIVERSITY POLICY

Your Company recognizes and embraces the importance of a diverse Board in its success and aims to attract and maintain a Board which has an appropriate mix of diversity, skills, experience and expertise. The Board composition as on the date of this report meets the above objective. Your Company believes that attracting, recruiting and retaining a diverse team at the Board level will enhance Companys reputation and will help the Company in furtherance of its objectives. Your Company has over the years been fortunate to have eminent persons from diverse fields as Directors on its Board. The Company believes that a truly diverse Board leverages differences in thought, perspective, knowledge, skill, regional and industry experience, cultural and geographical background, age, ethnicity and gender that will help the Company retain its competitive advantage.

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

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

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

WHISTLE BLOWER POLICY/ VIGIL MECHANISM

The Company believes in the conduct of the affairs of its constituents in a fair and transparent manner by adopting the highest standards of professionalism, honesty, integrity and ethical behaviour. Pursuant to Section 177(9) of the Companies Act, 2013 and Regulation 22 of the Listing Regulations, a Whistle Blower Policy was adopted and vigil mechanism was established for directors and employees to report to the management instances of unethical behaviour, actual or suspected, fraud or violation of the Companys code of conduct that could adversely impact the Companys operations, business performance and / or reputation, with clear and adequate safeguards against victimization of whistle blowers. This Policy was amended on 12th August, 2020 and 10th June, 2021.

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

The Audit Committee oversees the implementation of the Whistle Blower Policy which provides for direct access to the Chairman/ CEO/ Chairman of the Audit Committee in exceptional cases. The said policy is available on the Companys website at: https://www. centuryply.com/codes-policies/Vigil-Mechanism-Policy-CPIL.pdf. During the Financial Year ended 31st March, 2021, no case was reported under this policy. Further, no employee or Director was denied access to the Audit Committee or its Chairman.

RISK MANAGEMENT POLICY

The Board of Directors of the Company has formed a Risk Management Committee to frame, implement and monitor the risk management plan for the Company. The Committee is responsible for monitoring and reviewing the risk management plan and ensuring its effectiveness. Your Companys policy on Risk Management is designed to minimise the adverse consequence of risks on business objectives of the Company. The Board is kept informed about the risk assessment and minimization procedures. The risk management framework is reviewed periodically by the Board and the Audit Committee. The Audit Committee has additional oversight in the area of financial risks and controls. The major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis.

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

POLICY ON PREVENTION OF SEXUAL HARASSMENT

Your Company firmly believes in providing a safe, supportive and friendly workplace environment – a workplace where our values come to life through underlying behaviour. Positive workplace environment and a great employee experience are integral parts of our culture. Your Company believes in providing and ensuring a workplace free from harassment and gender-based discrimination. The Company is an equal opportunity provider and continuously strives to build a work culture which promotes the respect and dignity of all employees across the Organization. Your Company has adopted a policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 (India) and the Rules thereunder. The Policy intends to provide a sense of security at the workplace which in turn improves womens participation at work, resulting in their economic empowerment and inclusive growth. The Policy serves as a guide for employees to report sexual harassment cases at workplace and our process ensures complete anonymity and confidentiality of information. The said Policy is available on your Companys website www.centuryply. com. The Company continuously invests in enhancing the awareness on the Policy across its workforce.

Your Company has a robust mechanism in place to redress complaints reported under it. There is an Internal Complaints Committee (ICC) comprising of internal members and an external member who has extensive experience in the field. Adequate workshops and awareness programme against sexual harassment are conducted across the organization. Aggrieved woman may report complaints to the ICC formed for this purpose or to any member thereof or to the location head, who is also a member of the ICC.

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

DIVIDEND DISTRIBUTION POLICY

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

Pursuant to Regulation 43A of Listing Regulations, the Board of Directors of the Company have formulated and adopted a progressive and dynamic Dividend Distribution Policy, ensuring the immediate as well as long term needs of the business. The same has been appended as Annexure ‘6 to this Report and is also available on the Companys website at: https://www.centuryply. com/codes-policies/CPIL-Dividend-Distribution-Policy.pdf. This Policy seeks to lay down a broad framework for the distribution of dividend by the Company whilst appropriately balancing the need of the Company to retain resources for the Companys growth and sustainability. Through this policy, the Company also endeavors to maintain fairness and consistency while considering distributing dividend to the Shareholders. The Policy sets out the circumstances and different factors for consideration by the Board at the time of taking a decision on distribution or retention of profits, in the interest of providing transparency to the Shareholders. The Policy inter alia, specifies the external and internal factors including financial parameters that need to be considered while declaring dividend and the circumstances under which the shareholders of the Company may or may not expect dividend.

POLICY FOR DETERMINING MATERIALITY OF EVENTS/ INFORMATION

The Companys Policy for determination of materiality of events/ information is available on the Companys website at https://www.centuryply.com/codes-policies/CPILs-Policy-for-Determination-of-Materiality.pdf. The Policy seeks to promote transparency and ensures that the stakeholders are informed regarding the major and material events of the Company. The objective of this policy is to have uniform disclosure practices and ensure timely, adequate and accurate disclosure of information on an ongoing basis.

OTHER POLICIES

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

CODE OF CONDUCT

The Company has adopted a Code of Conduct for members of its Board and for Senior Management Personnel in terms of Regulation 17(5) of the Listing Regulations. The Company, through its ‘Code of Conduct for Directors and Senior Management Personnel, provides guiding principles of conduct to promote ethical conduct of business, confirms to equitable treatment of all stakeholders, and to avoid practices like bribery, corruption and anti – competitive practices. This Code reflects the Companys underlying ethical values and commitment to lay standards of integrity, transparency, fairness, accountability and pursuit for excellence. The Code intends to enhance integrity, ethics & transparency in governance of the Company and thereby reinforce the trust and confidence reposed in the Management of the Company by all its stakeholders. The Code has been displayed on the Companys website at www.centuryply.com and details thereof have also been included in the Corporate Governance Report forming part of the Annual Report.

All members of the Board and Senior Management Personnel have afirmed compliance with the ‘Code of Conduct for Directors and Senior Management Personnel for the financial year 2020-21. A declaration to this effect signed by the CEO & Managing Director is annexed in the Corporate Governance Report. The Senior Management of the Company have made disclosures to the Board confirming that there are no material financial and/ or commercial transactions between them and the Company that could have potential conflict of interest with the Company at large.

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

As per the provisions of SEBI (Prohibition of Insider Trading) Regulations, 2015, as amended, your Company has adopted a ‘Code of Conduct to regulate, monitor and report trading by Designated Persons. This Code was amended in line with SEBI notification dated 17th July, 2020. The key changes therein included amendment in the clause relating to non-applicability of trading window restriction, contents of digital database and payment of amount collected by the Company under this Code to SEBI for credit to the Investor Protection and Education Fund. This Code is applicable to all the Promoters, Directors and such other persons defined as designated persons and to their immediate relatives as well. The key object of the Code is to promote transparency and fairness in dealings in the securities of the Company. The Code lays down guidelines, which advise on procedures to be followed and disclosures to be made, while dealing in shares of the Company and cautions on the consequences of non-compliances. The Code prohibits and deters the Promoters, Directors of the Company and other specified employees and their relatives from dealing in the securities of the Company on the basis of any unpublished price sensitive information available to them by virtue of their position in the Company. The Code is available on the website of the Company at www.centuryply.com. The Company Secretary of the Company acts as the Compliance Officer for the purpose of the aforesaid Code to inter-alia monitor adherence to the PIT Regulations.

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

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

CORPORATE SOCIAL RESPONSIBILITY

As an integral part of our commitment to good corporate citizenship, your Company believes in actively assisting in improvement of the quality of life of people in communities, giving preference to local areas around our business operations. Towards achieving long term stakeholder value creation, the Company continues to respect the interests of and be responsive towards our key stakeholders - the communities, especially those from socially and economically backward Groups, the underprivileged and marginalized and the society at large. Your Company is known for its tradition of philanthropy and community service and has been taking several initiatives under Corporate Social Responsibility (‘CSR), well before it was prescribed through the Companies Act, 2013.

Pursuant to Section 135 of the Companies Act, 2013 read with Schedule VII thereof and Rules made thereunder, the Company has undertaken CSR activities, projects and programs primarily in the field of Education and Skill Development, Health and Wellness, Environmental Sustainability, participating in relief operations during natural disasters, while also pursuing CSR activities for the benefit of the local community in the States in which it operates. During the year, the total CSR expenditure incurred by your Company was Rs 527.68 Lac which was higher than that statutorily required to be spent.

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

Your Companys Policy on Corporate Social Responsibility was amended on 26th June, 2020 and 10th June, 2021 and the same can be accessed on the Companys website at https://www.centuryply.com/codes-policies/Policy-on-Corporate-Social-Responsibility.pdf. In terms of the requirements of Companies (Corporate Social Responsibility Policy) Rules, 2014, the Annual Report on CSR and the initiatives undertaken by the Company on CSR activities during the Financial Year 2020-21, is appended hereto as Annexure ‘7 to this Report.

BUSINESS RESPONSIBILITY

At Centuryply, we are committed to enhance value for our stakeholders together with economic and social well-being of the society and minimising the direct and indirect adverse impact of its operations on the environment. Your Company, as a responsible corporate citizen, recognizes that ethical conduct in all its functions and processes is the cornerstone of a responsible business. Your Company, through its various sustainability initiatives, focusses on creation of a future ready organisation, which can pre-empt imminent challenges and address the needs of all stakeholders. The Business Responsibility Policy adopted by your Company focuses on developing and integrating a detailed sustainability vision into its long-term strategic plan in a way that creates lasting value for its stakeholders whilst also building public trust. This is premised on striking a proper balance between economic, social and environmental performance in dealings with various stakeholders, thereby ensuring sustainable development for the Company.

The Business Responsibility Report, highlighting the Companys approach towards creating long-term value for all its stakeholders, is appended as Annexure ‘8 to this Annual Report. The Report is aligned with National Voluntary Guidelines on Social, Environmental and Economic Responsibilities of Business released by Ministry of Corporate Affairs and is in accordance with Regulation 34(2)(f ) of the Listing Regulations. The Report describes the initiatives taken by the Company from an environmental, social and governance perspective to enable Members to take well-informed decisions and to have a better understanding of the Companys long term perspective. The Report also touches upon aspects such as Organisations strategy, governance framework, performance and prospects of value creation for its stakeholders.

MISCELLANEOUS

ANNUAL RETURN

In terms of Section 134(3)(a) read with Section 92(3) of the Companies Act, 2013, the Annual Return of the Company has been placed on the Companys website and can be accessed at https://www.centuryply.com/investor-information/cpil-annual-return/MGT-7.pdf.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY REGULATORS / COURTS / TRIBUNALS

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

COMPLIANCE WITH SECRETARIAL STANDARDS AND INDIAN ACCOUNTING STANDARDS

The Board of Directors afirms that during the Financial Year 2020-21, the Company has complied with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India and approved by the Central Government under Section 118(10) of the Companies Act, 2013. In the preparation of the Financial Statements, the Company has also applied the Indian Accounting Standards (Ind AS) specified under Section 133 of the Companies Act, 2013, read with Companies (Indian Accounting Standards) Rules, 2015.

CREDIT RATING

During the year under review, ICRA Limited has reafirmed [ICRA] A1+ (pronounced ICRA A one plus) rating for the Company in respect of short term credit facilities. The rating of A1+ indicates very strong degree of safety regarding timely payment of financial obligations and carries the lowest credit risk.

The long term credit rating of the Company was reafirmed as [ICRA] AA- (pronounced ICRA double A minus). The rating of AA indicates high degree of safety regarding timely servicing of financial obligations and very low credit risk. The outlook on the long-term rating has been revised from ‘Positive to ‘Stable. A ‘Stable outlook indicates expected stability (or retention) of the credit ratings in the medium term on account of stable credit risk profile of the entity in the medium term.

ICRA has also reafirmed [ICRA] A1+ (pronounced ICRA A one plus) rating for Commercial Paper (CP) programme of the Company.

GREEN INITIATIVES IN CORPORATE GOVERNANCE

In furtherance to the "Green Initiative in the Corporate Governance" undertaken by the Ministry of Corporate Affairs, Government of India, allowing paperless compliances by the Companies, your Company is sending notices, Annual Report and other communications through email to Members whose email IDs are registered with the Company/ Depository Participant(s). Members requiring physical copies can send a request to the Company.

Pursuant to the MCA General Circular No. 20/2020 dated May

5, 2020, read with the Securities and Exchange Board of India Circular No. SEBI/HO/CFD/CMD1/CIR/P/2020/79 dated May 12, 2020, Companies were dispensed with the printing and despatch of Annual Reports to Shareholders. Hence, the Annual Report of the Company for the financial year ended 31st March, 2020 was sent only through email to the Shareholders.

MCA, vide its General Circular No. 02/2021 dated 13th January, 2021 and SEBI vide its Circular No. SEBI/HO/CFD/CMD2/ CIR/P/2021/11 dated 15th January, 2021, have further extended this dispensation till 31st March, 2021. Accordingly, the Annual Report of the Company for the financial year ended 31st March, 2021 would also be sent only through email to the Shareholders. We would greatly appreciate and encourage all our Members, who have not yet registered their e-mail addresses, to register the same with their Depository Participant or the Registrar and Share Transfer Agent of the Company, to receive soft copies of the Annual Report, Notices and other communications from the Company.

HUMANRESOURCEDEVELOPMENT&INDUSTRIAL RELATIONS

Your Companys human resource practices have always been centered around employee welfare and wellness, creating an environment of collaboration and connect which has aided us to achieve industrial harmony since beginning of our operations. The Industrial Relations scenario continued to be largely positive across all the locations. Notwithstanding the challenges posed by the ongoing pandemic, the enthusiasm and unstinting efforts of the employees have enabled your Company to remain at the forefront of the Industry and to achieve ever high targets. During the year under review, the Companys cloud-based HR portal ‘Adrenalin, was made fully operational. This portal facilitates end-to-end HR functioning including payroll and appraisals and has been integrated seamlessly with the Companys present ERP system. The Companys intranet portal ‘centurion continues to serve as an interactive platform, bringing employees together and closer to the management besides keeping them informed of the happenings in the Company. Besides this, the launch of ‘Centurion Help-desk, a Whatsapp group, has also enabled time bound resolution of employee grievances.

Your Company has been proactive in providing its work-force with a right mix of challenges and opportunities, learning platforms and leading positions, safe workplace and egalitarian work culture along with professional growth and personal development. Long-service award are being organised to recognize the loyalty and commitment of employees. Performance recognition through initiatives like representation on the Companys monthly merit board, ‘Sarvada Sarvottam Ambassadors and ‘Star Centurion are also being carried out on a regular basis. All these initiatives coupled with quick grievance resolution mechanisms have enabled the Company to create a highly motivated pool of professionals and skilled workforce that share a passion and vision of the Company.

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

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo as stipulated under Section 134 of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014, is set out in the Annexure ‘9 to this report.

INVESTOR EDUCATION AND PROTECTION FUND

Pursuant to the provisions of Sections 124 and 125 of the Companies Act, 2013 read with Rules made thereunder, any money transferred to the Unpaid Dividend Account of a Company which remains unpaid/ unclaimed for a period of seven years from the date of such transfer shall be transferred by the Company along with interest accrued (if any) thereon to ‘Investors Education & Protection Fund (IEPF) constituted by the Central Government.

Members are requested to note that dividends for the Financial Year 2013-14 onwards, if remaining unclaimed for 7 years, will be transferred by the Company to IEPF on respective due dates. Shareholders who have not claimed the dividend for this period are requested to lodge their claim with the Company. The Company regularly sends reminder letters through electronic and/or physical means to all those shareholders whose dividend are lying unclaimed for any year/(s) during the last seven years requesting them to claim the same.

Pursuant to Section 124(6) of the Companies Act, 2013, read with Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (‘IEPF Rules), all shares on which dividend has not been paid or claimed for seven or more consecutive years are required to be transferred to IEPF. Accordingly, as on date, your Company has transferred 85147 shares (on which dividend remained unpaid or claimed for seven or more consecutive years) held by 382 shareholders to the demat account of IEPF authority.

In accordance with the provisions of IEPF Rules, the Company has also placed on its website www.centuryply.com, information on dividends which remain unclaimed with the Company as on the date of closure of financial year. The information is also available on the website of the Ministry of Corporate Affairs.

ANNEXURES

Annexures forming part of this Report of the Directors

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

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

APPRECIATIONS AND ACKNOWLEDGEMENTS

Your Directors wish to place on record their sincere appreciation of the significant role played by the employees at all levels towards realization of new performance milestones through their dedication, commitment, perseverance and collective contribution.

Your Directors wish to place on record their appreciation for the co-operation and support given to the Company by its customers, vendors, dealers, business associates, consultants, bankers, financial institutions, auditors, solicitors and other stakeholders during the year.

The Board would also like to thank the Government and concerned Government departments, Securities and Exchange Board of India, BSE Ltd., National Stock Exchange of India Ltd. and other Regulatory bodies for their continued support provided to the Company.

The trust and confidence reposed by the customers in the Company and its products is especially cherished. Finally, the Directors wish to place on record their special appreciation to the valued Shareholders of the Company for their unstinted support towards fulfilment of its corporate vision.

For and on behalf of the Board of Directors
Sajjan Bhajanka
(DIN: 00246043)
Kolkata, 10th August, 2021 Chairman & Managing Director