Greenlam Industr Director Discussions


FOR THE FINANCIAL YEAR 2022-23

Dear Shareholders,

Your Directors have the pleasure in presenting the 10th Annual Report on the business and operations of the Company along with the Audited Financial Statements (Standalone and Consolidated) of the Company for the financial year ended March 31, 2023.

Financial Highlights

( Rs. in Lakh)

Particulars

Standalone

Consolidated

FY 2022-23

FY 2021-22

FY 2022-23

FY 2021-22

Profit before Finance Cost, Depreciation & 23,186.84 17,998.87 25,083.49 19,430.23
Amortisation Expenses and Tax Expenses*
Less: Exceptional Items - 258.96 - 258.96
Less: a) Finance Costs 2,291.42 1,347.75 2,347.98 1,408.00
b) Depreciation & Amortisation 5,846.33 5,430.66 6,324.69 5,849.57
Expenses
Profit before Tax after Exceptional Item 15,049.08 10,961.50 16,410.82 11,913.70
Less: Provision for taxation ( Net) 2,761.02 2,424.99 3,606.86 2,855.47
Less: Non-controlling Interest - - (38.19) (15.04)
Profit for the year 12,288.06 8,536.50 12,842.15 9,073.27

Add: Other Comprehensive Income (OCI) (Net of taxes)

(28.74)

23.47

533.64

221.45

Total Comprehensive Income (Net of taxes)

12,259.32

8,559.97

13,375.79

9,294.72

Add: Balance brought forward from previous years

43,152.98

36,299.83

45,708.07

38,120.17

Amount available for appropriation 55,412.30 44,859.80 59,083.86 47,414.89
Appropriations:
Less: Dividend paid on Equity Shares 1,448.18 1,206.82 1,448.18 1,206.82
Less: Transferred to General Reserve 500.00 500.00 500.00 500.00
Balance carried to Balance Sheet 53,464.12 43,152.98 57,135.68 45,708.07

*Including other income

Operations and State of Affairs of the Company

During the financial year 2022-23, your Company recorded an impressive growth in both top line and bottom line with 19.61% growth in total income and 43.95% in net profit. Total income increased to H1,88,706.41 lakh from H1,57,665.24 lakh in the previous year and net profit increased to Rs. 12,288.06 lakh from H8,536.50 lakh in the previous year. This performance is driven by better product mix, focused operational efficiency, a disciplined approach in commercial operations, rising preference of consumers for branded products and market recovery from Covid-19 pandemic.

Laminates and allied products constituted around 90.64% of our total sales during the financial year

2022-23, sales grew 18.61% to H1,67,772.73 lakh. Decorative Veneer and allied products contributed 9.36% to our total sales. Decorative Veneer business grew 27.51% to H10,673.12 lakh for the financial year 2022-23. In the engineered wooden flooring business, your Company reported sales of H4,235.38 lakh for financial year 2022-23, growing by 19.48%. The engineered wooden door set sales de-grew 4.90% to H2,425.58 lakh in financial year 2022-23. During the financial year 2022-23, your Company recorded a growth of 11.31% in exports to H73,505.06 lakh from H66,038.98 lakh and export incentive decreased to H3,221.30 lakh from H3,749.60 lakh.

As per the Consolidated Financial Statements, total income and the profit after tax for the financial year

2022-23 stood at H2,04,391.20 lakh and H12,803.96 lakh respectively.

Your Company intensified its efforts in the area of product specification and market penetration as a result of which your Company continued to expand its presence for laminates and allied products. The performance of the Company during the financial year 2022-23 validated the initiatives undertaken by Greenlams Management towards bettering.

Consolidated Financial Statements

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

Dividend

Your Directors recommended a final dividend of H1.50/- per equity share on the Companys 12,69,92,550 equity shares of H1.00 each (150%) for the financial year 2022-23 in its meeting held on May 27, 2023. The final dividend on the equity shares, if declared as above, would entail a total outflow of H1904.89 lakh. The dividend payment is subject to approval of members at the ensuing Annual General Meeting. The dividend pay-out is in accordance with the Dividend Distribution Policy of the Company. The Dividend Distribution Policy of the Company can be accessed at https://www.greenlamindustries.com/ pdf-file/dividend-distribution-policy.pdf.

Outlook and Expansion

Your Companys outlook remains favourable on account of continuous processes strengthening, growing brand popularity, customer shift from unorganised to organised market coupled with support from employees, shareholders, creditors, consumers, distributors, dealers and lenders and other stakeholders. The Companys vision is to broad-base its product portfolio towards a one-stop solution and position itself as an integrated surface and solution provider. The Companys pan-India distribution network ensures an easy availability of products in almost every part of India. The Company enjoys a presence in over 100 countries, either directly or through its overseas subsidiaries and step-down subsidiaries.

Increasing urbanisation, growing nuclearisation, aspiration to enhance the quality of residential workplace, urban development programmes (Housing for All and Smart Cities Mission), tourism and hospitality growth are expected to catalyse the demand for laminates.

The Company will continue to leverage its position as one of the largest manufacturers of laminates in the country to grow attractively.

During the year, your Company acquired a laminate manufacturing facility at Prantij, Gujarat along with machineries & equipment with production capacity of approximately 3.4 million laminate sheets per annum. The Company commenced commercial production at the said newly acquired laminate manufacturing facility with effect from August 20, 2022. Further, upgradation of the said manufacturing facility was completed on May 17, 2023. Upon upgradation, the production capacity of the said manufacturing facility has become 5.4 million laminate sheets per annum and the total installed capacity of the Company for manufacturing of laminates has increased to 21.02 million sheets per annum.

HG Industries Limited, a subsidiary company is in the process of setting up a greenfield project for manufacturing of plywood and allied products with an installed capacity of 18.9 million square meters at Tindivanam, Tamil Nadu of which commercial production is expected to start shortly.

Greenlam South Limited, a wholly owned subsidiary of the Company ("GSL"), is in the process of setting up a greenfield laminates project at Naidupeta, Andhra Pradesh, with an installed capacity of 3.5 million laminate sheets/ boards per annum. The project is expected to commence commercial production by Q2 of FY 2023-24. GSL is also setting up a greenfield project for manufacturing of particle board and allied products at Naidupeta, Andhra Pradesh with a manufacturing capacity of approx. 2,31,000 cubic metre of which commercial production is expected to commence commercial production by Q4 of FY 2023-24.

During the year under review, Board of Directors approved a Scheme of Arrangement ("Scheme") between HG Industries Limited ("Transferor Company") and Greenlam Industries Limited ("Transferee Company") and their respective shareholders and all concerned under Section 230 to 232 of the Companies Act, 2013 for amalgamation of Transferor Company with and into the Transferee Company with effect from April 01, 2022 ("Appointed Date"). The Scheme was subject to the receipt of requisite approvals from statutory and regulatory authorities and respective shareholders and creditors under applicable law. The Company received the observations letters from BSE Limited and National Stock Exchange of India Limited on January 11, 2023. The Company also received the No Objection Certificates from secured creditors. The approval of shareholders and unsecured creditors were received on April 21, 2023 and the Company is taking further necessary actions in this regard.

Credit Rating

Following are the credit ratings obtained during the financial year 2022-23:

Facilities

Rating Agency

Ratings

Rating Action

Long Term Bank Facilities CARE Ratings Limited CARE AA-; (Stable) Reafirmed
Short Term Bank Facilities CARE Ratings Limited CARE A1+ Reafirmed
Long Term Bank Facilities ICRA Limited ICRA AA-; (Stable) Reafirmed
Short Term Bank Facilities ICRA Limited ICRA A1+ Reafirmed
Non - convertible debentures ICRA Limited ICRA AA-; (Stable) Reafirmed

Subsidiaries and its Performance

As on March 31, 2023, your Company has ten overseas subsidiaries and step-down subsidiaries viz. Greenlam Asia Pacific Pte. Ltd., Singapore, Greenlam America, Inc., USA, Greenlam Europe (UK) Limited, UK, Greenlam Asia Pacific (Thailand) Co., Ltd., Thailand, Greenlam Holding Co., Ltd., Thailand, PT. Greenlam Asia Pacific, Indonesia, Greenlam Decolan SA, Switzerland, PT Greenlam Indo Pacific, Indonesia, Greenlam Rus LLC, Russian Federation, Greenlam Poland Sp. z.o.o., Republic of Poland and two Indian subsidiaries viz. Greenlam South Limited and HG Industries Limited.

HG Industries Limited, a subsidiary company is in the process of setting up a greenfield project for manufacturing of plywood and allied products with an installed capacity of 18.9 million square meters at Tindivanam, Tamil Nadu of which commercial production is expected to start shortly.

Greenlam South Limited, a wholly owned subsidiary of the Company ("GSL"), is in the process of setting up a greenfield laminates project at Naidupeta, Andhra Pradesh, with an installed capacity of 3.5 million laminate sheets/ boards per annum. The project is expected to commence commercial production by Q2 of FY 2023-24. GSL is also setting up a greenfield project for manufacturing of particle board and allied products at Naidupeta, Andhra Pradesh with a manufacturing capacity of approx. 2,31,000 cubic metre of which commercial production is expected to commence commercial production by Q4 of FY 2023-24.

Greenlam Asia Pacific Pte. Ltd., Singapore subsidiary, is engaged in the business of trading of high-pressure decorative laminates and allied products. Greenlam America, Inc., USA subsidiary, is engaged in the marketing and distribution of high-pressure laminates and allied products in North America and South America.

Further, UK step-down subsidiary Greenlam Europe (UK) Limited is engaged in the business of marketing and distribution of high-pressure laminates and allied products, engineered wooden flooring and engineered wooden door sets in United Kingdom. Two Thai step-down subsidiaries Greenlam Asia Pacific (Thailand) Co., Ltd. and Greenlam Holding Co., Ltd. are engaged in the business of marketing and distribution of high-pressure laminates and allied products in Thailand. One Indonesian step-down subsidiary PT. Greenlam Asia Pacific is engaged in the manufacturing of promotional material i.e. catalogues, sample folders, chain sets, wall hooks and A4 size samples and another Indonesian step-down subsidiary PT Greenlam Indo Pacific is carrying out, inter alia, the business of distributor and wholesaler of laminates and allied products. Greenlam Decolan SA, Switzerland step down subsidiary, is engaged in the business of marketing and distribution of high pressure laminates and allied products. Limited Liability Company Greenlam Rus (abbreviated name being "Greenlam Rus LLC"), step down subsidiary in Russian Federation, and Greenlam Poland Sp?lka zograniczona odpowiedzialnoscia" (abbreviated name being "Greenlam Poland Sp. z o.o."), step down subsidiary in Republic of Poland, are carrying out, inter alia, the business of marketing of high pressure laminates and allied products.

There is no company which has become or ceased to be subsidiary, joint venture or associate of the Company during the year under review.

Pursuant to Section 129(3) of the Companies Act, 2013 read with Rule 5 of the Companies (Accounts) Rules, 2014, a statement containing salient features of standalone financial statements of subsidiaries in Form AOC-1 is attached as "Annexure- I".

As required under Rule 8(1) of the Companies (Accounts) Rules, 2014, the Directors Report has been prepared based on Standalone Financial Statements. During the financial year 2022-23, the net contribution of all the subsidiaries to the Companys consolidated total income, profits before tax (PBT) and profits after tax (PAT) is 7.67%, 8.30% and 4.03% respectively. The standalone turnover, PBT and PAT of each subsidiary are given in Form AOC-1.

In accordance with the fourth proviso of Section 136(1) of the Companies Act, 2013, the Annual Report of the Company, containing therein its Standalone and the Consolidated Financial Statements would be placed on the website of the Company at www. greenlamindustries.com. Further, as per provisions of the said Section, audited/unaudited Annual Accounts of each of the subsidiary companies would also be placed on the website of the Company at www. greenlamindustries.com. Shareholders interested in obtaining a soft copy of the Annual Accounts of the subsidiary companies may write to the Company

Secretary at the Companys Registered and Corporate office or may drop a mail at investor.relations@ greenlam.com.

In terms of the Regulation 46(2)(h) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the policy for determining material subsidiaries is placed on the website of the Company at www.greenlamindustries.com.

Based on the financial statements for the financial year ended March 31, 2022, Greenlam South Limited is considered as the material subsidiaries of the Company in terms of the provisions of Regulation 16 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, for the Financial Year 2022-23. The Secretarial Audit Report of Greenlam South Limited in Form MR-3 for the financial year ended March 31, 2023, is annexed to the report as "Annexure-VII".

Transfer to General Reserve

The Board of Directors at their meeting held on May 27, 2023 proposed to transfer H500 lakh to the General Reserve.

Directors

As on March 31, 2023, the Board of the Company comprises of 6 (six) directors, consisting of the following;

? One Non-Executive Promoter Chairman

? Two Executive Promoter Directors

? Three Non-Executive Independent Directors During the financial year 2022-23, Mr. Vijay Kumar Chopra ceased to be an Independent Director of the Company with effect from August 10, 2022 due to completion of his tenure as an Independent Director as per the provisions of Companies Act, 2013 (‘Act) & relevant provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Further, the Nomination, Remuneration and Compensation Committee and the Board of Directors at their respective meetings held on February 01, 2023 and February 02, 2023 recommended the appointment of Mr. Rahul Chhabra (DIN: 10041446) as an Independent Director of the Company to the members of the Company and accordingly, the Company has received the approval of members of the Company on May 21, 2023. Mr. Rahul Chhabra has been appointed as an Independent Director, not liable to retire by rotation, for a term of 5 (five) consecutive years commencing from May 21, 2023 to May 20, 2028. In the opinion of Board of Directors, Mr. Rahul Chhabra, Independent Director is a person of integrity and possesses relevant expertise and experience.

For the financial year 2022-23, the Company has received declarations from all the Independent Directors confirming that they meet the criteria of independence as prescribed under sub-section (6) of Section 149 of the Companies Act, 2013 read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014 and Regulation 16 and 25 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

All the Independent Directors of the Company have complied with the requirement of inclusion of their names in the databank of Independent Directors maintained by Indian Institute of Corporate Affairs. Further, all the Independent Directors are exempted from the online pro_ciency self-assessment test as per the provisions of Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014 except Mr. Yogesh Kapur, who has passed the online pro_ciency self-assessment test conducted by the Indian Institute of Corporate Affairs on September 13, 2020.

In accordance with the provisions of Section 152 of the Companies Act, 2013 and the Articles of Association of the Company, Ms. Parul Mittal (DIN: 00348783) Whole-time Director of the Company, will retire by rotation at the ensuing Annual General Meeting and being eligible offers herself for re-appointment. None of the Directors of your Company are disqualified under the provisions of Section 164(2)(a)&(b) of the Companies Act, 2013 and a certificate dated May 23, 2023 received from M/s. Chandrasekaran Associates, Practicing Company Secretaries, certifying that none of the Directors on the Board of the Company has been debarred or disqualified from being appointed or continuing as director of the Companies by SEBI/ Ministry of Corporate Affairs or any such statutory authority is annexed to the Corporate Governance Report.

Changes in Share Capital

During the period under review, the Company issued and allotted 63,10,680 equity shares of the Company of face value of Re.1 each to Smiti Holding and Trading Company Private Limited on preferential basis at a price of H309 per share (including premium of H308 per equity shares) on July 20, 2022, after obtaining necessary approvals of shareholders and other regulatory authorities. Consequently, the issued, subscribed and paid-up equity share capital of the Company stands increased from H12,06,81,870 to H12,69,92,550.

Employees Stock Option Scheme

The Board of Directors at their meeting held on February 02, 2023, has approved to introduce and implement Greenlam Employees Stock Option Scheme, 2023 ("ESOS 2023") of the Company for the benefit of the Employees of the Company and its subsidiary company(ies) as well as to create, offer, issue and allot Employee Stock Options ("ESOPs") from time to time in one or more tranches, to the eligible employees, present and future, under ESOS

2023, for not exceeding an overall limit of 0.5% the paid-up equity capital of the Company as on January 01, 2023.

Your Company has received the approval of members of the Company for introduction and implementation of ESOS 2023 on May 21, 2023 by way of remote e-voting postal ballot process. The Company is taking further necessary approvals in this regard as may be required before grant of employee stock options.

Debenture

As on March 31, 2023, the Company had 990 Secured, Listed, Redeemable, Non-Convertible Debentures (‘NCD) having face value of H10,00,000/- each with coupon rate of 7.78% p.a. listed on National Stock Exchange of India Limited which were issued to identified investors on a private placement basis during the financial year 2021-22. No further non-convertible securities were issued by the Company during the year under review.

Scheme of Arrangement

Based on the recommendation of Audit Committee and committee of Independent Directors, Board of Directors at its meeting held on June 30, 2022, approved a Scheme of Arrangement ("Scheme") between HG Industries Limited ("Transferor Company") and Greenlam Industries Limited ("Transferee Company") and their respective shareholders and all concerned under Section 230 to 232 of the Companies Act, 2013 for amalgamation of Transferor Company with and into the Transferee Company with effect from April 01, 2022 ("Appointed Date").

Upon the Scheme coming into effect and with effect from the Appointed Date, all the assets and liability of the Transferor Company will be transferred and vested in the Company on a going concern basis and shall become the property of and an integral part of the Company without any further act, deed, matter or thing and the Transferor Company shall stand dissolved without being wound-up and the shareholders of Transferor Company as on the record date (to be fixed) shall be issued and allotted 1 (one) equity shares of the face value of Re. 1/- each of the Company as fully paid up for every 2 (two) fully paid up equity shares of the face value of H5/- each held in Transferor Company.

The Scheme was subject to the receipt of requisite approvals from statutory and regulatory authorities, and respective shareholders and creditors, under applicable law. The Company received the observations letters from BSE Limited and National Stock Exchange of India Limited on January 11, 2023. The Company also received the No Objection Certificates from secured creditors. Further, the approval of shareholders and unsecured creditors were received on April 21, 2023 and the Company is taking further necessary actions in this regard.

Key Managerial Personnel

The details of the Key Managerial Personnel of the Company are provided as under:

Sl. No.

Name

Designation

1.

Mr. Saurabh Mittal

Managing Director & CEO

2. Ms. Parul Mittal Whole-time Director

3.

Mr. Ashok Kumar Sharma

Chief Financial Officer

4.

Mr. Prakash Kumar Biswal

Company Secretary & Vice President - Legal

During the financial year 2022-23, there was no change in the Key Managerial Personnel of the Company.

Meetings of the Board

The Board of Directors of the Company met 6 (six) times during the FY 2022-23. The details of the Board Meetings with regard to their dates and attendance of each of the Directors thereat have been provided in the Corporate Governance Report.

Further, no resolution was passed by Board of Directors of the Company through circulation during the year under review in compliance with the provisions of Section 175 and other applicable provisions of the Companies Act, 2013

Performance Evaluation

Pursuant to the provisions of the Companies Act, 2013 and Regulation 25(3) & (4) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Independent Directors in their meeting held on March 22, 2023 have evaluated the performance of Non-Independent Directors, Chairperson of the Company after considering the views of the Executive and Non-Executive Directors, if any, Board as a whole and assessed the quality, quantity and timeliness of flow of information between the Companys Management and the Board. The Nomination, Remuneration & Compensation Committee ("NRC") has also carried out evaluation of performance of every Director of the Company. On the basis of evaluation made by the Independent Directors and NRC and by way of individual and collective feedback from the Non-Independent Directors, the Board has carried out the Annual Performance Evaluation of the Directors individually as well as evaluation of the working of the Board as a whole and Committees of the Board.

The criteria for evaluation is outlined below:

a. For Independent Directors:

? Knowledge and Skills

? Professional conduct

? Duties, role and functions

? Compliance with Code of Business Ethics and Code of Conduct of the Company

? Rendering independent and unbiased opinion and judgements

? Attendance and active participation in meetings of Board and Committees of the Board and Members of the Company

? Assistance in implementing corporate governance practices

? Updation of skills and knowledge

? Information regarding external environment

? Raising of concerns, if any, to the Board

? Study of agenda in depth prior to the Meeting

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

b. For Executive & Non-Executive Directors:

? Performance as Team Leader/Member

? Evaluating Business Opportunity and analysis of Risk Reward Scenarios

? Professional Conduct and Integrity

? Sharing of Information with the Board

? Attendance and active participation in the Board and Committee of the Board and Meetings of Members of the Company

? Whether difference of opinion was voiced in the meeting

? Whether Executive Directors were able to answer the queries raised by Independent Directors

? Compliance with Code of Business Ethics and Code of Conduct of the Company

? Assistance in implementing corporate governance practices

? Independent view on key appointments and strategy formulation

? Review of integrity of financial information and risk management

? Updation of skills and knowledge

? Information regarding external environment

? Raising of concerns, if any, to the Board

? Assistance in formulation of statutory and non-statutory policies for the Company

? Ensures implementation of decisions of the Board

? Ensures compliance with applicable legal and regulatory requirements

? Alignment of Companys resources and budgets to the implementation of the organizations strategic plan

? Creativity and innovations in creating new products

? Understanding of the business and products of the Company

c. For Committees of the Board:

? Adequate and appropriate written terms of reference

? Volume of business handled by the committee set at the right level

? Whether the committees work in an ‘inclusive manner

? Effectiveness of the Boards Committees with respect to their role, composition and their interaction with the Board

? Are the committees used to the best advantage in terms of management development, effective decision, etc.

? Attendance and active participation of each member in the meetings

? Review of the action taken reports and follows up thereon

d. For Board of Directors as a whole:

? Setting of clear performance objectives and how well it has performed against them

? Contribution to the testing and development and strategy

? Contribution towards ensuring robust and effective risk management

? Composition of the board and its committees appropriate with the right mix of knowledge and skills sufficient to maximize performance in the light of future strategy

? Effectiveness of inside and outside Board relationship

? Responding to the problems or crises that have emerged

? Relationship between Board and its Committees and between committees themselves

? Communication with employees and others

? Updation with latest developments in regulatory environments and the market in which the Company operates

? Role and functioning of the Board on the matters pertaining to financial reporting and internal controls

? Contribution of the Board for ensuring that the Company adheres to the statutory and regulatory compliances as applicable to the Company The Directors expressed their satisfaction with the evaluation process.

Audit Committee

As on March 31, 2023, the Audit Committee of the Company comprised of three Independent Directors with Mr. Yogesh Kapur as Chairman and Mr. Sandip Das and Ms. Matangi Gowrishankar as members and one promoter Director Mr. Saurabh Mittal, Managing Director & CEO of the Company as a member. During the year under review, Mr. Vijay Kumar Chopra ceased to be Member of the Committee due to completion of his tenure as an Independent Director of the Company with effect from August 10, 2022. The Audit Committee was reconstituted with effect from July 27, 2022 and Ms. Matangi Gowrishankar inducted as a member and Mr. Yogesh Kapur was designated as Chairman of the Audit Committee from that date. The Committee, inter alia, reviews the Financial Statements before they are placed before the Board, the Internal Control System and reports of Internal Auditors and compliance of various Regulations. The brief terms of reference of the Committee and the details of the Committee meetings are provided in the Corporate Governance Report.

Nomination, Remuneration and Compensation Committee

During the year under review, the Board of Directors at its meeting held on February 02, 2023 approved the change in nomenclature of Nomination and Remuneration Committee to Nomination, Remuneration & Compensation Committee ("NRC Committee"). As on March 31, 2023, the NRC Committee comprises of two Independent Directors with Mr. Sandip Das as Chairman and Ms. Matangi Gowrishankar as member and a Non-Executive Director Mr. Shiv Prakash Mittal as member. During the financial year, there was no change in the composition of NRC Committee. The NRC Committee inter alia, identifies persons who are qualified to become directors and who may be appointed in senior management. The brief terms of reference of the NRC Committee and the details of the NRC Committee meetings are provided in the Corporate Governance Report.

Stakeholders Relationship Committee

As on March 31, 2023, the Stakeholders Relationship Committee comprises of one Non-Executive Director Mr. Shiv Prakash Mittal as Chairman, one Independent Director Mr. Yogesh Kapur as member and one Executive Director Mr. Saurabh Mittal, Managing Director & CEO of the Company as member. During the financial year, there was no change in the composition of Stakeholders Relationship Committee. The Committee, inter alia, reviews the grievance of the security holders of the Company and redressal thereof. The brief terms of reference of the Committee and the details of the Committee meetings are provided in the Corporate Governance Report.

Risk Management Committee

As on March 31, 2023, the Risk Management Committee (‘RMC) comprises of two Executive Directors Mr. Saurabh Mittal, Managing Director & CEO of the Company as Chairman and Ms. Parul Mittal, Whole time Director of the Company as Member, two Independent Directors Mr. Sandip Das and Mr. Yogesh Kapur as Members, Mr. Ashok Kumar Sharma, Chief Financial Officer as Member, Mr. BL Sharma, Head of Manufacturing as Member and Mr. Devendra Gupta, Vice President – Purchase as Member. During the year under review, Ms. Matangi Gowrishankar ceased to be member of RMC and Mr. Yogesh Kapur was inducted as member of the RMC with effect from July 27, 2022. The RMC, inter alia, identify and monitors the key risk elements associated with business of the Company. The brief terms of reference of the Committee and the details of the Committee meetings are provided in the Corporate Governance Report. Further, Mr. Vijay Kumar Bishnoi, Assistant Vice President – Internal Audit, was acting as Chief Risk Officer of the Company to liaise between the risk owners and the Risk Management Committee.

Corporate Social Responsibility Committee

As on March 31, 2023, the Corporate Social Responsibility Committee (CSR Committee) comprises of two Independent Directors with Ms. Matangi Gowrishankar as Chairperson and Mr. Sandip Das as member and two Executive Directors Mr. Saurabh Mittal, Managing Director & CEO of the Company as member and Ms. Parul Mittal, Whole time Director of the Company as member. During the year under review, there was no change in the composition of CSR Committee. The brief terms of reference of the CSR Committee and the details of the CSR Committee meetings are provided in the Corporate Governance Report.

Vigil Mechanism

PursuanttotheprovisionsofSection177(9)&(10)ofthe Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has framed a ‘Whistle Blower Policy to establish Vigil Mechanism for directors and employees to report genuine concerns. The policy is revised from time to time to align it with applicable regulations or organisations suitability. The latest policy is available on the website of the Company and the web link of the same is provided in the Corporate Governance Report. This policy provides a process to disclose information, confidentially and without fear of reprisal or victimization, where there is reason to believe that there has been serious malpractice, fraud, impropriety, abuse or wrong doing within the Company. The Company ensures that no personnel have been denied access to the Chairperson of the Audit Committee.

Risk Management

The Company has put in place a risk management policy in order to, inter alia, ensure the proper risk identification, evaluation, assessment, prioritization, treatment, mitigation and monitoring. Further, the risk management policy also provides a demarcation of the role of the Board of Directors, Audit Committee and Risk Management Committee for the purpose of effective Risk Management.

The Company follows a practice of identification of various risks pertaining to different businesses and functions of the Company through Independent Agency from time to time.

Major risks elements associated with the businesses and functions of the Company have been identified and are being addressed systematically through mitigating actions on a continuing basis.

The Audit Committee and Risk Management Committee under the supervision of the Board, periodically review and monitor the steps taken by the Company to mitigate the identified risk elements.

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

The Directors had laid down Internal Financial Controls procedures to be followed by the Company which ensure compliance with various policies, practices and statutes in keeping with the organizations pace of growth and increasing complexity of operations for orderly and efficient conduct of its business. The Audit Committee of the Board, from time to time, evaluated the adequacy and effectiveness of internal financial control of the Company with regard to the following:-

1. Systems have been laid to ensure that all transactions are executed in accordance with managements general and specific authorization. There are well-laid manuals for such general or specific authorization.

2. Systems and procedures exist to ensure that all transactions are recorded as necessary to permit preparation of Financial Statements in conformity with Generally Accepted Accounting Principles or any other criteria applicable to such statements and to maintain accountability for aspects and the timely preparation of reliable financial information.

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

4. The existing assets of the Company are verified/ checked at reasonable intervals and appropriate action is taken with respect to differences, if any.

5. Proper systems are in place for prevention and detection of frauds and errors and for ensuring adherence to the Companys policies.

Corporate Social Responsibility

The Corporate Social Responsibility Committee (CSR Committee) has formulated and recommended to the Board, a Corporate Social Responsibility Policy (CSR Policy) indicating the activities to be undertaken by the Company, which has been approved by the Board. The CSR Policy may be accessed on the Companys website at the link https://www. greenlamindustries.com/pdf-file/Corporate%20 Social%20Responsibility%20Policy.pdf The Average Net Profits of the Company for the last three financial years was H1,01,73,69,517.37/- and accordingly the prescribed CSR expenditure during the financial year 2022-23 was H2,03,47,390.35/- (i.e. 2% of the Average Net Profits of the Company for the last three financial years). Total amount spent by the Company on CSR for the financial year 2022-23 was H20,300,390.00/- against the mandatory requirement of H2,03,47,390.35/- .

There was an excess spent of H4,76,409.43/- during the financial year 2021-22 which was available for set off during the financial year 2022-23. An amount of H47,000.35/- was set off towards the CSR Obligation of the financial year 2022-23 from such excess amount spent in the financial year 2021-22. The balance amount of H4,29,409.08/- is available for set off in succeeding two financial years.

Pursuant to Rule 9 of the CSR Rules, the composition of the CSR Committee and CSR Policy and Projects approved by the Board are available on the website of the Company at www.greenlamindustries.com. The Annual Report on CSR activities is annexed as "Annexure-II" to this Report.

Policy on Nomination and Remuneration

The summary of Remuneration Policy of the Company prepared in accordance with the provisions of Section 178 of the Companies Act, 2013 read with Regulation 19 and also read with Part D of Schedule II of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is provided in the Corporate Governance Report. The Remuneration Policy is approved by the Board of Directors and is uploaded on the website of the Company. The web link to the Remuneration Policy is as under: https://www.

greenlamindustries.com/pdf-file/Remuneration-Policy.pdf

Particulars of contracts or arrangements with related parties

The related party transactions that were entered into during the financial year 2022-23, were on arms length basis and in ordinary course of business. During the year under review, the Company has not entered into any arrangement / transaction with related parties which could be considered as material in accordance with Section 188 (1) of the Companies Act, 2013. The particulars of contracts or arrangements with related parties in Form AOC-2 as required under Section 134(3)(h) of the Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014 is annexed herewith as "Annexure-III". There is no materially significant related party transactions entered into by the Company which may have potential conflict with the interest of the Company. The Board has approved a Policy on Materiality of Related Party Transactions and on Dealing with Related Party Transactions which has been uploaded on the Companys website. The web-link to Policy on Materiality of Related Party Transactions and on Dealing with Related Party Transactions as required under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is as under: https:// www.greenlamindustries.com/pdffile/Policy%20 on%20Materiality%20of%20Related%20Party%20 Transactions%20and%20on%20Dealing%20with%20 Related%20Party%20Transactions.pdf

Directors Responsibility Statement

In terms of the provisions of Section 134(3)(c) read with Section 134(5) of the Companies Act, 2013, the Directors state that: a) In preparation of the annual accounts for the financial year ended March 31, 2023, the applicable Accounting Standards have been followed along with proper explanation relating to material departures; b) The Directors have selected such Accounting Policies as listed in the Financial Statements and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give true and fair view of the state of affairs of the Company at the end of the financial year as on March 31, 2023 and of the profits of the Company for that period; c) The Directors have taken proper and sufficient care for 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; d) The Directors have prepared the annual accounts on a going concern basis; e) The Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; f ) The Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

Maintenance of Cost Records

Pursuant to sub-section (1) of Section 148 of the Companies Act, 2013, the maintenance of Cost Records as specified by the Central Government is not required by the Company and accordingly such accounts and records are not made and maintained by the Company.

Material Changes

During the year, your Company acquired the laminate manufacturing facility at Prantij, Gujarat. The Company commenced the commercial production at the said newly acquired laminate manufacturing facility with effect from August 20, 2022 and upgradation of the said manufacturing facility was completed on May 17, 2023.

During the year under review, your Company issued and allotted 63,10,680 equity shares of face value of Re.1 each on preferential basis. Consequently, the issued, subscribed and paid-up equity share capital of the Company stands increased from H12,06,81,870 to H12,69,92,550.

Further, a Scheme of Arrangement ("Scheme") between HG Industries Limited ("Transferor Company") and Greenlam Industries Limited ("Transferee Company") and their respective shareholders and all concerned under Section 230 to 232 of the Companies Act, 2013 for amalgamation of Transferor Company with and into the Transferee Company with effect from April 01, 2022 ("Appointed Date") was approved by the Audit Committee and Board of Directors of the Company. The approval of shareholders and unsecured creditors has also been received by the Company on April 21, 2023 and the Company is taking further necessary actions in this regard.

There have been no other material changes and commitments affecting the financial position of the Company since the close of financial year ended March 31, 2023 and to the date of this report and it is hereby confirmed that there has been no change in the nature of business of the Company.

Insurance

The Companys properties, including building, plant, machineries and stocks, among others, are adequately insured against risks.

Public deposits

During the period under review, the Company did not invite or accept any deposits from the public in terms of Chapter V of the Companies Act, 2013.

Listing of Shares & Debenture

During the year under review, 63,10,680 (Sixty-Three Lakh Ten Thousand Six Hundred Eighty) fully paid-up equity shares of the Company having a face value of Re. 1/- issued on preferential basis to Smiti Holding and Trading Company Private Limited were listed on BSE Ltd (BSE) and National Stock Exchange of India Limited (NSE). The listing approvals of NSE and BSE were received on July 25, 2022 and July 26, 2022 respectively. The confirmation from the depositories were also received on July 25, 2022. Further, the trading approvals of BSE and NSE were received on July 27, 2022.

The Equity Shares of the Company are listed on BSE Limited (‘BSE) with scrip code No. 538979 and on National Stock Exchange of India Limited (‘NSE) with scrip symbol GREENLAM. Further, Non-Convertible Debentures issued by the Company are also listed on NSE. The Company confirms that the annual listing fees to the concerned stock exchange(s) for the financial year 2023-24 has been duly paid.

Loans, Guarantees and Investments under Section 186 of the Companies Act, 2013

Details of Loans granted, Guarantees given, and Investments made during the year under review, covered under the provisions of Section 186 of the Companies Act, 2013 are given in the Financial Statements of the Company forming part of this Annual Report.

Auditors and their Report

(a) Statutory Auditors:

The shareholders of the Company at the 6th Annual General Meeting (AGM) held on August 10, 2019, approved the appointment of M/s. S.S. Kothari Mehta & Company, Chartered Accountants (ICAI Firm Registration No. 000756N) as the Statutory Auditors of the Company pursuant to Section 139 of the Companies Act, 2013 for a term of 5 years from the conclusion of 6th AGM till the conclusion of 11th AGM to be held in financial year 2024-25.

The Statutory Auditors Report on the Standalone and Consolidated Financial Statements of the Company for the financial year ended March 31, 2023 forms part of this Annual report.

(b) Secretarial Auditors:

The Board of Directors of the Company at their meeting held on November 12, 2022, reappointed M/s. Chandrasekaran Associates, Company Secretaries, (Firm Registration No.

P1988DE002500) having office at 11-F, Pocket-IV, Mayur Vihar, Phase-I, Delhi-110091 as Secretarial Auditor of the Company for conducting the Secretarial Audit of the financial year 2022-23. The Secretarial Audit Report in Form MR-3 for the financial year ended March 31, 2023, is annexed herewith as "Annexure-IV".

(c) Cost Auditors:

Your Company was not required to appoint the Cost Auditor for the financial year ended March 31, 2023.

(d) Internal Auditor:

Mr. Vijay Kumar Bishnoi has been appointed as the Internal Auditor of the Company to carry out internal audit of branches, offices and manufacturing units of the Company.

The Audit Committee quarterly reviews the Internal Audit reports.

Response to Auditors Remarks

There is no qualification, reservation, adverse remark or disclaimer by the Statutory Auditors in their Statutory Audit Report.

There is no qualification, reservation, adverse remark or disclaimer by the Secretarial Auditors except as follows: "As per regulation 57(4), the listed entity shall within five working days prior to the beginning of the quarter provide details for all the non-convertible securities for which interest/dividend/principal obligations shall be payable during the quarter but for quarter April 01, 2022 to June 30, 2022 there was delay in intimation and the same was intimated on April 09, 2022.

Your directors are of the opinion that the aforesaid observation in Secretarial Audit Report is self -explanatory and do not call for further explanation.

Annual Return

The Annual Return of the Company as on March 31, 2023 is available on the Companys website and can be accessed at www.greenlamindustries.com.

Corporate Governance Report

A detailed Report on Corporate Governance for the financial year 2022-23, pursuant to the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and an Auditors Certificate on compliance with the conditions of Corporate Governance is annexed to this report.

Management Discussion and Analysis Report

The Management Discussion and Analysis Report for the financial year 2022-23, pursuant to the SEBI (Listing Obligations and Disclosure Requirements)

Regulations, 2015 is given as a separate statement in the Annual Report.

Business Responsibility and Sustainability Report

As stipulated under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Business Responsibility and Sustainability Report, describing the initiatives taken by the Company from an environmental, social, governance and sustainability perspective is attached and forms part of the Annual Report.

CEO and CFO Certification

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

Code of Conduct for Directors and Senior Management Personnel

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

Disclosure regarding compliance of applicable Secretarial Standards

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

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

The information required under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014, is annexed herewith as "Annexure-V".

Particulars of Employees

The information required under Section 197(12) of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is annexed herewith as "Annexure-VI".

Fraud Reporting

There was no fraud reported by the Auditors of the Company under Section 143(12) of the Companies Act, 2013, to the Audit Committee or the Board of Directors during the year under review.

Constitution of Internal Complaints Committee

Pursuant to the requirement under Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, an Internal Complaints Committee has been duly constituted by the Company and the composition of the same is disclosed in the Anti-Sexual Harassment Policy which is posted on the website of the Company under the link https://www.greenlamindustries.com/pdf-file/ Anti-Sexual-Harassment-Policy.pdf

Disclosures under Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013

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

Details of significant and material orders passed by the regulators/courts/ tribunals impacting the going concern status and the Companys operations in future

During the period under review, there were no significant and material orders passed by any regulator/court/tribunal impacting the going concern status and the Companys operations in future.

Acknowledgement

Your Directors place on record their sincere thanks and appreciation for the continuing support of financial institutions, consortium of banks, vendors, clients, investors, Central Government, State Governments and other regulatory authorities. Directors also place on record their heartfelt appreciation for employees of the Company for their dedication and contribution.

For and on behalf of the Board of Directors

Saurabh Mittal Parul Mittal
Managing Director & CEO Whole-time Director
[DIN: 00273917] [DIN: 00348783]

Place: New Delhi Date: May 27, 2023