greenply industries ltd share price Directors report


To

The Members,

Your Directors have pleasure in presenting their 33rdAnnual Report on the business and operations of the Company along with the Audited Accounts of the Company for the Financial Year ended March 31, 2023.

Financial highlights

A brief summary of the Companys standalone and consolidated financial performance during the year ended March 31, 2023, is given below:

(Rs in Lakhs)

Pa3iculars

2022-23 2021-22
Standalone Consolidated Standalone Consolidated
Turnover 1,63,884.38 1,84,127.16 1,37,145.18 1,55,736.75
Profit before Exceptional items, Finance charges, Tax, 16,196.35 18,445.31 14,356.00 16,016.37
Depreciation/Amo‰ization (PBITDA)
Less: Finance Charges 615.48 2,624.71 578.03 1,193.15
Profit before Exceptional items, Depreciation/ 15,580.87 15,820.60 13,777.97 14,823.22
Amo‰ization (PBTDA)
Less: Depreciation 2,074.81 3,646.08 1,860.72 2,584.60
Net Profit before Exceptional items & Taxation (PBT) 13,506.06 12,174.52 11,917.25 12,238.62
Exceptional items (676.68) 962.00 - -
Net Profit before Taxation (PBT) 12,829.38 13,136.52 11,917.25 12,238.62
Provision for taxation 1894.86 1,918.13 3,035.92 3,026.32
Profit/(Loss) a—er Taxation (PAT) 10,934.52 11,218.39 8,881.33 9,212.30
Share of profit/(loss) of Joint Venture N.A. (22075.21) N.A. 260.27
Profit/(Loss) a—er Taxation and share of profit/(loss) 10,934.52 9,143.18 8,881.33 9,472.57
of Joint Venture
Profit/(Loss) a—er Taxation for the year 10,934.52 9,143.18 8,881.33 9,472.57

Result of operations and the state of Companys affairs

During the year under review, your Company continued to grow with revenue of Rs 1,63,884.38 Lakhs as against Rs 1,37,145.18 Lakhs in the previous year. Profit for the year 2022-2023 was Rs 10,934.52 lacs as against Rs 8,881.33 lacs in the previous year.

As per the consolidated financial statements, the revenue and profit for the year 2022-2023 were Rs 1,84,127.16 Lakhs and Rs 9,143.18 lakhs respectively as against Rs 1,55,736.75lacs and H 9,472.57 lacs in the previous year.

Your Company remains committed to sustainable growth and have strategically prioritized initiatives to build a strong and capable team, introduced cutting-edge technologies in the manufacturing process, and enhance the Companys capacities for plywood and allied products. Your Company constantly strives to enhance its efforts to manufacture sustainably. Your Company believes that it is the responsibility of the Company to safeguard the environment and contribute positively to the communities. The real estate sector witnessed a sustained recovery, fueled by positive consumer sentiments towards homeownership in semi-urban and rural areas, which bolstered our sales momentum. While your Company encountered challenges such as the rise in timber costs impacting our operating margins, our resilience and focused efforts resulted in stable operational and financial performance.

The Companys product line is diverse to meet the needs of its customers. The Companys extensive product line comprises of plywoods and blockboards, decorative veneers, flush doors, speciality plywood, and Polyvinyl Chloride (PVC) products. The Company has been continuously driving product innovation ensuring a steady supply of safe products to its consumers. Plywood in India has matured from commodity to brand. Currently, Indian plywood industry is at a stage of consolidation with better pricing and customer experience. The Company has a wide range of product basket that spans across every price point catering to requirements of premium to mass segment consumers.

Your Company continues to retain and reinforce its market share under organised sector with a pan India distribution network comprising of distributors/dealers and retailers. Your Company makes eco-friendly and zero-emission (emits insignificant quantities of formaldehyde as per E-0 and E-1 formaldehyde emission criteria) plywood in an effort to reduce its carbon footprint. Greenply manufactures specialty plywood for varied applications, including railways, automobiles, and construction-specific architectural structures. Due to its excellent quality and performance, the super- strong, highly compressed plywood can be used in a variety of industries.

Product Expansion, Present Scenario and Business Outlook

The Company believes that the near term outlook is positive on account of its wide product portfolio, increased brand visibility, and consumer demand revival. Plywood market is one of the major verticals within the interior infrastructure segment. Your Company is currently operating primarily in the structural sphere of interior infrastructure domain with almost all the products in its basket catering to the structural needs of the diversified customers.Your company also focused on the value-added products to improve margin.

Your Company remains optimistic due to the resilient demand in the residential sector and the shift towards organized segments. The governments continued focus on infrastructure activities further opens opportunities for growth. Your Company has an ability to meet the growing demand and maintain the position as one of the leading plywood companies in India on the back of its core strengths, including innovative capabilities, strong brand presence, established distribution network, and diverse product portfolio. Your Company has implemented robust policies to streamline its operations and improve customer satisfaction. Moving ahead, your Company will continue prioritising improved credit control, faster turn around time for sales orders as a result of process automation to achieve optimum results.

The Board of Directors of the Company at its meeting held on 4th August, 2021, had approved acquisition of M/s. Greenply Speciality Panels Private Limited (formerly Baahu Panels Pvt. Ltd.), as a wholly owned subsidiary of the Company for setting-up of a new unit in Village: Sherpura, Taluka: Savli, District: Vadodara, Gujarat for manufacturing of Medium Density Fibreboard (MDF) under the said Wholly Owned Subsidiary. The commercial production of Medium-density Fibreboard (MDF) at the said new production unit has been commenced on May 5, 2023.

The Board of Directors of Greenply Industries Limited, at its meeting held on May 8, 2023, accorded its consent to enter into a Joint Venture agreement with SAMET B.V., a company duly incorporated under the laws of Netherlands and having its registered office at Weesperstraat 61, 1018 VN, Amsterdam, the Netherlands, for manufacturing and selling functional furniture hardware such as slide systems for wooden and metallic drawers, hinge systems, lift-up systems and other connection fittings etc. through a manufacturing facility in India. Greenply Industries Limited will invest an amount of approximately H 34 Crs in the joint venture over a period of next 4 years.

In this connection, the Board also approved incorporation of a Joint Venture (JV) Company in the name of "Greenply Samet India Private Limited" or such other name as mutually agreed by the Company and SAMET B.V. and as may be approved by the concerned Registrar of Companies. The said JV Company to be incorporated shall be on equal shareholding basis (1:1) as a private limited company in accordance with Indian laws.

The Company foresees robust growth marked by resurgence in demand from the real estate sector. Looking forward, your Company maintains a positive outlook for the plywood and allied product segment driven by the ongoing recovery in the real estate sector and consumer shift towards branded products. This will be driven by consumer shift towards branded and eco-friendly products, rising affordability and urbanisation. Although the volatility in raw material costs prevails, the Company is confident of managing the situation and maintain the growth trajectory.

Subsidiaries and Joint Venture

Presently, your Company has two overseas wholly owned subsidiaries viz.(i) Greenply Holdings Pte. Ltd., Singapore, which is holding the investment in Greenply Alkemal (Singapore) Pte. Ltd., Singapore. (ii) Greenply Middle East Limited, Dubai, UAE, which is managing, controlling and holding investment in Greenply Gabon SA, Gabon, West Africa and also engaged in general trading business. Also, your Company has two Indian wholly owned subsidiary namely (i) Greenply Sandila Private Limited and (ii) Greenply Speciality Panels Private Limited (formerly Baahu Panels Private Limited).

Greenply Sandila Private Limited was incorporated on 24th May, 2021 for manufacturing of plywood and its allied products and Baahu Panels Pvt. Ltd. was acquired on 4th August, 2021 as a wholly owned subsidiary of the Company with objective for setting-up of a new unit in Village: Sherpura, Taluka: Savli, District: Vadodara, Gujarat for manufacturing of Medium Density Fibreboard (MDF).

Further, your Company has an overseas step-down wholly owned subsidiary viz. Greenply Gabon SA, Gabon, West Africa, (Subsidiary of Greenply Middle East Limited, Dubai, UAE) having manufacturing unit at Nkok SEZ in Gabon, West Africa. The same is engaged in the business of manufacturing and marketing of veneers.

Your Company also has one step-down overseas joint venture namely Greenply Alkemal (Singapore) Pte. Ltd. (a joint venture company of Greenply Industries Limited, India through its wholly owned subsidiary Greenply Holdings Pte. Ltd., Singapore and Alkemal Singapore Pvt. Ltd., Singapore) engaged in the business of trading and marketing of commercial veneers and panel products. Further, the joint venture company also control the Myanmar based company i.e. Greenply Industries (Myanmar) Pvt. Ltd., which is engaged in the business of manufacturing and trading of veneer and lumber.

During the year review, no company has become or ceased to be subsidiaries, joint ventures or associate companies of the Company.

The statement in form AOC-1 containing the salient features of the financial statements of subsidiaries/associate companies/joint ventures pursuant to first proviso to subsection (3) of section 129 read with rule 5 of Companies (Accounts) Rules, 2014 is annexed to this Report.

Further, the contribution of Greenply Holdings Pte. Ltd., Singapore, Greenply Middle East Limited (U.A.E.), Greenply Gabon S.A. (West Africa) (wholly owned subsidiary of Greenply Middle East Limited), Greenply Speciality Panels Private Limited (India) and Greenply Sandila Private Limited (India) and Greenply Alkemal (Singapore) Pte. Ltd., Joint Venture to overall performance of the Company during the year under review is as mentioned below:

Net assets (total assets minus total liabilities)

Share in profit or loss

As % of consolidated net assets Rs in Lakhs As % of consolidated profit or loss Rs in Lakhs

Holding Company

Greenply Industries Limited 97.77% 62,948.22 119.59% 10,934.52

Subsidiaries:

Indian

Greenply Sandila Private Limited 0.74% 477.36 5.54% 506.23
Greenply Speciality Panels Private Limited -0.91% (588.01) -4.67% (426.72)

Foreign

Greenply Holdings Pte. Limited -2.58% (1,660.96) -0.10% (8.76)
Greenply Middle East Limited ^ 3.66% 2,355.27 -15.93% (1,457.60)

Joint venture:

Foreign

Greenply Alkemal (Singapore) Pte. Limited -0.99% (640.07) -22.70% (2,075.21)

Non-controlling interests in all subsidiaries

0.00% - 0.00% -
Adjustment arising out of consolidation 2.31% 1,489.96 18.27% 1,670.72

At 31 March 2023

100.00% 64,381.77 100.00% 9,143.18

 

Share in other comprehensive income

Share in total comprehensive income

As % of consolidated other comprehensive income Rs in Lakhs As % of consolidated profit or loss Rs in Lakhs

Holding Company

Greenply Industries Limited 15.14% 38.03 116.80% 10,972.55

Subsidiaries:

Indian

Greenply Sandila Private Limited 0.00% (0.17) 5.53% 506.06
Greenply Speciality Panels Private Limited 0.00% 0.38 -4.66% (426.34)

 

Share in other comprehensive income

Share in total comprehensive income

As % of consolidated other comprehensive income Rs in Lakhs As % of consolidated profit or loss Rs in Lakhs

Foreign

Greenply Holdings Pte. Limited -0.48% (1.21) -0.11% (9.97)
Greenply Middle East Limited ^ 85.34% 214.21 -13.25% (1,243.39)

Joint venture:

Foreign

Greenply Alkemal (Singapore) Pte. Limited 0.00% - -22.09% (2,075.21)

Non-controlling interests in all subsidiaries

0.00% - 0.00% -
Adjustment arising out of consolidation 0.00% - 17.78% 1,670.72

At 31 March 2023

100.00% 251.24 100.00% 9,394.42

^ includes a wholly owned step-down subsidiary Company - Greenply Gabon SA

Consolidated financial statements

For the period under review, the Company has consolidated the financial statements of its wholly owned subsidiaries viz. Greenply Holdings Pte. Ltd., Singapore, Greenply Middle East Limited, Dubai (UAE), Greenply Sandila Private Limited, India and Greenply Speciality Panels Private Limited (formerly Baahu Panels Private Limited), India. In accordance with Section 136(1) of the Companies Act, 2013, the Annual Report of the Company, containing therein its standalone and the consolidated financial statements has been placed on the website of the Company, www.greenply.com/investors. Further, as per the said section, audited annual accounts of the subsidiary companies and Joint Venture Company have also been placed on the website of the Company, www.greenply.com/investors. Shareholders interested in obtaining a physical copy of the audited annual accounts of the subsidiary companies and Joint Venture Company may write to the Company Secretary at the Companys registered office. A statement containing salient features of the financial statements of subsidiary/ associate companies/joint venture in form AOC -1 is annexed to this Report.

Credit Rating

During the year, "Credit Analysis and Research Ltd. (CARE)"and "India Ratings & Research" have re-affirmed our external credit rating for both long term and short-term borrowings as detailed below:

Rating Agency

Instrument

Rating
CARE Banking Facilities - Long Term CARE AA-
CARE Banking Facilities - Sho_ Term CARE A1+
India Ratings & Research Banking Facilities - Long Term IND AA-
India Ratings & Research Banking Facilities - Sho_ Term IND A1+
India Ratings & Research Sho_ Term Debt (including Commercial Paper) IND A1+

Above credit rating reflects Companys commitment and capability to persistent growth through prudence and focus on financial discipline.

Dividend

Your Directors recommend a final dividend of 50% i.e. Re. 0.50 per equity share (compared to previous year of 50% i.e.Re.0.50 per equity share of Re.1/-each) on the equity shares of the Company of Re.1/- each for financial year 2022-2023.

The dividend payment is subject to approval of members at the ensuing Annual General Meeting. The dividend pay-out is in accordance with the Dividend Distribution Policy of the Company adopted by the Board of Directors in their meeting held on July 25, 2016 and amended on February 8, 2019. The Dividend Distribution Policy of the Company is annexed to this

Report and also has been uploaded on the website of the Company available at the weblink at https://www.greenply. com/assets/investors/11/original/Dividend_Distribution_ Policy.pdf?1564572436

Transfer to Reserves

No amount has been proposed to be transferred to the General Reserve during the Financial Year 2022-23.

Details of the transfer(s) to the IEPF

Pursuant to the provisions of the Companies Act, 2013, dividends that are unpaid/ unclaimed for a period of seven years are required to be transferred by the Company to the Investor Education and Protection Fund (IEPF) administered by the Central Government. Given below are the dates of declaration of dividend and corresponding dates when unpaid/unclaimed dividends are due for transfer to IEPF:

Financial Year ended

Date of declaration of dividend Due Date for transfer to IEPF
31.03.2015 25.08.2015 30.09.2022
31.03.2016 23.08.2016 28.09.2023
31.03.2017 21.08.2017 26.09.2024
31.03.2018 28.08.2018 03.10.2025
31.03.2019 30.09.2019 05.11.2026
31.03.2020 30.09.2020 05.11.2027
31.03.2021 15.09.2021 21.10.2028
31.03.2022 21.09.2022 27.10.2029

Pursuant to the provisions of Investor Education and Protection Fund (Uploading of information regarding unpaid and unclaimed amounts lying with companies) Rules, 2012, the Company has uploaded the details of unpaid and unclaimed amounts lying with the Company as on 21st September, 2022 (date of previous Annual General Meeting) on the Companys website https://www.greenply. com/investors and on the website of the Ministry of Corporate Affairs.

Further, as per the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, (hereinafter referred to as the IEPF Rules, 2016) read with Section 124 of the Companies Act, 2013, in addition to the transfer of the unpaid or unclaimed dividend to Investor Education and Protection Fund (hereinafter referred to as "IEPF"), the Company shall be required to transfer the underlying shares on which dividends have remained unpaid or unclaimed for a period of seven consecutive years to IEPF Demat Account. Accordingly, till date total 38,012equity shares, as detailed below, in respect of which dividend was unpaid or unclaimed for a consecutive period of seven (7) years or more had been transferred to the Investor Education and Protection Fund ("IEPF") of the Central Government from time to time. Out of this, during 2021-22, one shareholder, whose shares were transferred to the De-mat account of IEPF Authority, claimed and received his 2000 shares from IEPF Authority.

Year of Transfer of Equity Shares to IEPF

No. of Equity Shares Transferred to IEPF No. of shares claimed from IEPF Balance lying in IEPF De- mat account
2017-18 30,185 - 36,012
2019-20 7,000 -
2020-21 614 -
2021-22 - 2,000
2022-23 213* -

Total

38,012 2000 36,012

* Due to some technical issue, out of total 213 equity shares, transfer of 80 equity shares to IEPF De-mat account was completed in April 2023.

Details of above shares are available in the Companys website and can be viewed at www.greenply.com

The members who have a claim for the dividends and shares already transferred to IEPF may claim the same from IEPF Authority by submitting an online application in web Form No. IEPF-5 available on the website www.iepf.gov.in and sending a physical copy of the same, duly signed to the Company, along with requisite documents enumerated in the Form No. IEPF-5. No claims shall lie against the Company in respect of the dividend and shares so transferred.

Share Capital

During the year under review, the Nomination and Remuneration Committee of the Board of Directors of the Company issued and allotted equity shares of face value of Re. 1/- each (fully paid-up) as detailed below from time to time to the eligible employees of the Company for cash at a price of H 55/- per equity share (including a premium of H 54/- per share), aggregating to H 1,36,95,000/- under Greenply Employee Stock Option Plan 2020 ("ESOP 2020"/ "Plan"). Accordingly, the equity share capital of the Company was increased from H 12,26,27,395/-(12,26,27,395 equity shares of Re.1 each) to H 12,28,76,395/- (12,28,76,395 equity shares of Re.1 each).

Sr. No.

Date of allotment No. of shares allo ed under ESOP 2020
1. 16.05.2022 1,89,250
2. 05.08.2022 47,250
3. 07.11.2022 8,750
4. 13.02.2023 3,750
TOTAL 2,49,000

De-mat Suspense Account/Unclaimed Suspense Account

The details with respect to de-mat suspense account / unclaimed suspense account are as follows:

Sl. No.

Particulars

No. of shareholders Outstanding Shares

1.

Aggregate number of shareholders and the outstanding shares in the Suspense Account lying as on April 1, 2022;

5 3020

2.

Shareholders who approached the Company for transfer of shares from Suspense Account during the year;

NIL NIL

3.

Shareholders to whom shares were transferred from the Suspense Account during the year;

NIL NIL

4.

Shareholders whose shares are transferred to the demat account of the IEPF Authority as per Section 124 of the Act

2 20

5.

Aggregate number of shareholders and the outstanding shares in the Suspense Account lying at the end of the year;

3 3000

The voting rights on the shares outstanding in the "Greenply Industries Limited - Unclaimed Suspense Account" as on March 31, 2023 shall remain frozen till the rightful owner of such shares claims the shares.

Directors and Key Managerial Personnel

In accordance with the provisions of the Companies Act, 2013 and the Articles of Association of the Company, Mr. Sanidhya Mittal [DIN-06579890], Joint Managing Director of the Company, will retire by rotation at the ensuing Annual General Meeting and is eligible for re-appointment. The details of Mr. Sanidhya Mittal [DIN-06579890] as required under Listing Regulations and SS-2 has been provided in the notice of 33rd AGM and Corporate Governance Report.

None of the Directors of your Company is disqualified under the provisions of Section 164(2)(a)&(b) of the Companies Act, 2013 and a certificate dated 10thApril, 2023 received from a Practising Company Secretary Ms. Nidhi Bagri, Proprietor of Nidhi Bagri & Company certifying that none of the directors on the Board of the Company has been debarred or disqualified from being appointed or continuing as directors of the companies by the Securities and Exchange Board of India, Ministry of Corporate Affairs or any such other Statutory Authority is annexed to the Corporate Governance Report.

All the Independent Directors of the Company have complied with the requirement of inclusion of their names in the Data bank of Independent Directors maintained by Indian Institute of Corporate Affairs. Mr. Vinod Kumar Kothari, Mr. Susil Kumar Pal and Ms. Sonali Bhagwati Dalal are not required to pass the online proficiency self-assessment test as per the first proviso of Rule 6(4) of the Companies (Appointment and Qualification of Directors) Rules, 2014 whereas Mr. Upendra Nath Challu and Ms. Vinita

Bajoria has successfully qualified the online proficiency self-assessment test for Independent Directors Databank. Further, in the opinion of the Board of Directors, the Independent Directors of the Company are persons of integrity and possess relevant expertise and experience.

None of the Directors or Key Managerial Personnel were appointed or resigned from the Company during the year under review.

Declaration by Independent directors

For the financial year 2022-23, all the Independent Directors of the Company have given their declarations to the Company that they meet the criteria of independence as provided in Section 149(7) read with Section 149(6) of the Companies Act, 2013 and Regulation 16 of Listing Regulations.

Meetings of the Board of Directors

Six(6) Board Meetings were held during the financial year ended 31st March, 2023. The details of the Board Meetings with regard to their dates and attendance of each of the Directors there at have been provided in the Corporate Governance Report.

Performance Evaluation

Pursuant to the provisions of the Companies Act, 2013 and Listing Regulations, the Board has carried out the annual performance evaluation of the Directors individually as well as evaluation of the working of the Board as a whole and of the Committees of the Board, by way of individual and collective feedback from Directors.

Pursuant to Para VII of Schedule IV of the Companies Act, 2013 (‘Act, 2013) and applicable provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘Listing Regulations), a meeting of the Independent Directors (‘IDs) of the Company was convened on 20thMarch,2023 to perform the following:

• review the performance of the Chairperson of the Company, taking into account the views of executive directors and non-executive directors;

• review the performance of non-independent directors and the Board as a whole;

• assess the quality, quantity and timeliness of flow of information between the Company management and the Board that is necessary for the Board to effectively and reasonably perform their duties

Further, the Nomination and Remuneration Committee also evaluated the performance of all the directors of the Company.

The overall recommendations based on the evaluation were discussed by the Board. It was noted that the Board Committees function professionally and smoothly, and besides the Board Committees terms of reference as mandated by law, important issues are brought up and discussed in the respective Board Committees. Progress on recommendations from last year and the current years recommendations were discussed. Apart from the other key matters, the aspects of succession planning and committee composition were also discussed.

The criteria for evaluation are briefly provided below:

a. For Independent Directors:

- General parameters

- Roles& responsibilities to be fulfilled as an Independent director

- Participation in Board process.

b. For Executive & Non-executive Directors:

- Governance

- Strategy

- Stakeholder focus

- Communication& influence

- Quality or capability

- Performance improvement

- Financial & risk awareness

The result of review and evaluation of performance of Board, its Committees and of individual Directors was found to be satisfactory.

Familiarisation Programme

The details of the familiarisation programme undertaken during the year have been provided in the Corporate Governance Report along with the web link thereof.

Managerial Remuneration

As per the provisions of Section 197(12) of the Companies Act,2013readwithRule5(1)oftheCompanies(Appointment and Remuneration of Managerial Personnel) Rules, 2014 including any amendment thereof, the Company is required to disclose the following information in the Boards Report.

(a) ratio of the remuneration of each director to the median remuneration of the employees of the Company for the financial year 2022-23;

Name

Designation

Ratio to median remuneration of employees
Mr. Rajesh Mi al Chairman cum Managing Director 285.63
Mr. Sanidhya Mi al Joint Managing Director 111.40
Mr. Manoj Tulsian Joint Managing Director & Chief Executive Officer 320.95
Mr. Susil Kumar Pal Independent Director 7.24
Mr. Vinod Kumar Kothari Independent Director 7.24
Ms. Sonali Bhagwati Dalal Independent Director 7.24
Mr. Upendra Nath Challu Independent Director 7.24
Ms. Vinita Bajoria Independent Director 7.24

(b) percentage increase in remuneration of each director, Chief Financial Officer, Chief Executive Officer, Company Secretary or Manager, if any, in the financial year 2022-23;

Name

Designation

% Increase
Mr. Rajesh Mi al Chairman cum Managing Director -1%
Mr. Sanidhya Mi al Joint Managing Director -3%
Mr. Manoj Tulsian Joint Managing Director & Chief Executive Officer 28%
Mr. Susil Kumar Pal Independent Director 0%
Mr. Vinod Kumar Kothari Independent Director 0%
Ms. Sonali Bhagwati Dalal Independent Director 0%
Mr. Upendra Nath Challu Independent Director 0%
Ms. Vinita Bajoria* Independent Director -
Mr. NitinkumarDagdulal Kalani* Chief Financial Officer -
Mr. Kaushal Kumar Agarwal Company Secretary & Vice President-Legal 12%

* The % change in remuneration is not comparable as the said Director and Chief Financial Officer appointed during the previous financial year and held the position for a part of the previous financial year.

(c) percentage increase in the median remuneration of employees in the financial year 2022-23;

-1.99%

(d) number of permanent employees on the rolls of Company;

2596

(e) average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration;

-9.91% (non-Managerial personnel) 11.26% (Managerial Personnel)

(f) We hereby affirm that the remuneration paid to the Executives is as per the Remuneration Policy of the Company approved by the Board of Directors.

(g) Managing Directors and Whole-time Directors of the Company do not receive any commission from its subsidiary companies.

All elements of remuneration package as required under Listing Regulations have been provided in the Corporate Governance Report.

Statutory Auditors and their report

The Shareholders of the Company at their 32ndAnnual General Meeting held on 21.09.2022, approved appointment of M/s. B S R & Co. LLP, Chartered Accountants (ICAI Firm Registration No. 101248W/W-100022) as the Statutory

Auditors of the Company to hold office for a further term of 5 (five) consecutive years i.e. from the conclusion of 32nd Annual General Meeting, until the conclusion of the 37th Annual General Meeting to be held in Financial Year 2027.

The Notes on Financial Statements referred to in the Auditors Report are self-explanatory and, therefore, do not call for further clarification. The Statutory Auditors Report for Financial Year ended March 31, 2023 does not have any qualification and adverse remark.

Cost Auditors

During the year under review, cost audit was not applicable to the Company.

Internal Auditor

The Company has in-house Internal Audit team headed by qualified and experienced Executives. The scope, functioning, periodicity and methodology for conducting internal audit were approved by the Board of Directors and reviewed by the Audit Committee from time to time. Further, the Audit committee discussed and reviewed the adequacy of internal audit function, including the structure of the internal audit department, staffing and seniority of the official, heading the department, reporting structure coverage and frequency of internal audit.

Secretarial Auditors & their Report

Pursuant to the provisions of Section 204 of the Act, read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors of the Company has appointed M/s. Nidhi Bagri & Company, Practising Company Secretary (Membership No. ACS 24765/ COPNo.9590), Kolkata, to conduct Secretarial Audit for the financial year 2022-2023. The Secretarial Audit Report of M/s. Nidhi Bagri & Company, Practising Company Secretary, in Form MR-3, for the financial year ended 31st March, 2023, is annexed to this report. The Secretarial Auditors report does not contain any qualifications, reservations, or adverse remarks or disclaimer.

The Secretarial Audit Report of M/s. Nidhi Bagri & Company, Practising Company Secretary, in Form MR-3, for the financial year ended 31st March, 2023, is annexed to this report. The Secretarial Auditors report does not contain any qualifications, reservations, or adverse remarks or disclaimer.

Secretarial Audit of Material Unlisted Subsidiary Company

M/s. DKS & Co., Practising Company Secretaries, had undertaken the Secretarial audit of the Companys material subsidiary, Greenply Speciality Panels Private Limited (formerly known as Baahu Panels Private Limited), for the financial year 2022-23. The Secretarial Audit report confirms that the material subsidiary has complied with the provisions of the Companies Act, Rules, Regulations and Guidelines as applicable, and that there were no deviations or non-compliance. As required under Regulation 24A of the SEBI Listing Regulations, the report of the Secretarial Audit is annexed to this report. The observations of Secretarial Auditors mentioned in the Secretarial Audit Report of said material subsidiary are self-explanatory.

Disclosure on Employee Stock Option Plan/ Scheme

The members of the Company, with a view to motivate the key work force seeking their contribution to the corporate growth, to create an employee ownership culture, to attract new talents, and to retain them for ensuring sustained growth, passed the resolutions through postal ballot including e-voting on 15th October, 2020 for approval of ESOPs) and 23rd December, 2020 for modification and introducing ‘Greenply Employee Stock Option Plan 2020 ("ESOP 2020"/"Plan").

The resolutions also accorded approval to the Board of Directors / Nomination and Remuneration Committee of the Company to create, grant and vest from time to time, in one or more tranches, not exceeding 54,00,000 (Fifty-four lakhs only) employee stock options, to or for the benefit of such person(s) who are in permanent employment of the Company and its subsidiary company(ies).

The Nomination and Remuneration Committee at its meeting held on 17th March 2021, approved the grant of 13,44,500 stock options exercisable into 13,44,500 Equity Shares of Re.1/- each of the Company to the eligible employees including Joint Managing Director & CEO. Further, the Nomination and Remuneration Committee at its meeting held on 16th March 2022, approved the grant of 10,00,000 stock options exercisable into 10,00,000 Equity Shares of Re.1/- each of the Company to the Joint Managing Director & CEO of the Company. The Nomination and Remuneration Committee at its meeting held on 20th March, 2023, approved further grant of up to 3,03,240 stock options exercisable into 3,03,240 Equity Shares of Re. 1 each of the Company. ESOP 2020 is in compliance with the applicable provisions of the Companies Act, 2013 and the Rules issued thereunder, SEBI (Share Based Employee Benefits & Sweat Equity) Regulations, 2021 and other applicable regulations, if any.

The disclosures as required under Companies (Share Capital and Debentures) Rules, 2014 and Employee Benefit Regulations as on 31st March 2023is as under:

Number of Options outstanding at the beginning of the year (01.04.2022) 21,12,750
Options granted during the financial year 2022-23 3,03,240
Options vested during the financial year 2022-23 9,82,250
Options exercised during the financial year 2022-23 4,80,250
The total number of shares arising as a result of exercise of option during the year 2022-23 2,49,000
Options lapsed during the year 2022-23 21,250
Exercise Price (Rs) 55
Variation of terms of options during the year 2022-23 No variation
Money realized by exercise of options during the year 2022-23 INR 2,64,13,750
Number of options outstanding at the end of the year 31.03.2023 19,14,490
Number of options exercisable at the end of the year 31.03.2023 8,11,250
Employee wise details of options granted to:
1. Senior managerial personnel:
a) Mr. Raman Kumar Poddar (SMP) 30,000
b) Mr. Srinivas Tata (SMP) 30,000
c) Mr. Manish Bhatia (SMP) 30,000
d) Mr. Gourav Khandelwal (SMP) 25,000
e) Mr. Gautam Jain (SMP) 20,000
f) Mr. Pa_ha Nath (SMP) 15,000
g) Mr. Dinesh Gupta (SMP) 15,000
h) Mr. Yatnesh Pandey (SMP) 18,000
i) Mr. Indranil Roy (SMP) 10,000
j) Mr. Narendra Kumar Puhan (SMP) 10,000
k) Mr. Nagendra Acharya 10,000
l) Ms. Shalu Bhola 15,000

2. Any other employee who receives a grant of options in any one year of option amounting to five percent or more of options granted during the year 2022-23

Nil

3. Identified employees who were granted option, during any one year, equal to or exceeding one percent of the issued capital (excluding outstanding warrants and conversions) of the company at the time of grant during the year 2022-23.

Nil

There have been no material changes to the ESOP 2020 during the Financial Year and the scheme is in the compliance with the said regulations.

The certificate from M/s. Nidhi Bagri & Company, Practising Company Secretary (Membership No. ACS 24765/COP No.9590), Kolkata, Secretarial Auditors of the Company, for the financial year 2022-23, confirming that the scheme has been implemented in accordance with the aforesaid regulations and in accordance with the resolutions passed by the Members of the Company through postal ballot including e-voting, would be placed before the Members at the ensuing Annual General Meeting. A copy of the same will be available for inspection at the Companys website and can be accessed on the weblink www.greenply.com/ investors

The disclosures on the scheme, details of options granted, changes to the scheme, if any, etc. are placed on the website of the Company as required under Employee Benefit Regulations read with SEBI Circular No. CIR/CFD/POLICY CELL/2/2015 dated 16th June, 2015 and can be accessed on the weblink www.greenply.com/investors.

In line with the Indian Accounting Standards ("Ind AS") 102 on Share Based Payments issued by the Ministry of Corporate Affairs in consultation with Accounting Standards Board (ASB) of the Institute of Chartered Accountants of India ("ICAI") and the National Advisory Committee on Accounting Standards, your Company has computed the cost of equity settled transactions by using the fair value of the options at the date of the grant and recognized the same as employee compensation cost over the vesting period. Further detailsas required under SEBI (Share Based Employee Benefits & Sweat Equity) Regulations, 2021are disclosed in the notes to the financial statements forming part of the Annual report.

Audit Committee

As on 31st March,2023, the Companys Audit Committee comprises of three Non-Executive Independent Directors viz. Mr. Susil Kumar Pal, Mr. Vinod Kumar Kothari and Mr. Upendra Nath Challu and one Executive-Promoter Director viz. Mr. Rajesh Mittal. The Committee inter-alia reviews the Internal Control System, reports of Internal Auditors, compliance of various regulations and evaluates the internal financial controls and risk management system of the Company. The Committee also reviews at length the Financial Statements and results before they are placed beforethe Board. The terms of reference of the Audit Committee and other details have been provided in the Corporate Governance Report. During 2022-2023, five meetings of the Audit Committee were held i.e. on 16th May, 2022, 5th August, 2022, 22nd August, 2022, 7th November, 2022, 13th February, 2023

Vigil mechanism

In pursuance to the provisions of section 177(9) & (10) of the Companies Act, 2013 and Regulation 22 of the Listing Regulations, ‘Whistle Blower Policy to establish vigil mechanism for directors, employees and stakeholders or third party to report genuine concerns had been framed and implemented. This policy provides a process to disclose information, confidentially and without fear of victimization, where there is reason to believe that there has been serious malpractice, fraud, impropriety, abuse or wrong doing within the Company. The policy safeguards the whistle blowers to report concerns or grievances and also provides a direct access to the Chairman of the Audit Committee. During the year under review, none of the personnel has been denied access to the Chairman of the

Audit Committee. The policy has been uploaded on the website of the Company and is available at the weblink at https://www.greenply.com/assets/investors/722/original/ Vigil_Mechanism_Policy_%281%29.pdf?1682402162

Nomination and Remuneration Committee

As on 31st March,2023, the Companys Nomination and Remuneration Committee comprises of four Non-Executive Independent Directors viz. Mr. Susil Kumar Pal, Mr. Vinod Kumar Kothari, Mr. Upendra Nath Challu, Ms. Vinita Bajoria and one Executive-Promoter Director Mr. Rajesh Mittal(Chairman cum Managing Director). The terms of reference and other details of the Nomination and Remuneration Committee has also been provided in the Corporate Governance Report. During 2022-2023, five meetings of Nomination and Remuneration Committee were held i.e. on 16thMay, 2022, 5th August, 2022, 7th November, 2022, 13th February, 2023and 20th March, 2023

The Remuneration Policy of the Company is uploaded on the website of the Company which can be viewed at https://www.greenply.com/assets/investors/8/original/ Remuneration_policy.pdf?1564572312

However, brief outline of the Remuneration Policy is as follows:

The Remuneration Policy applies to all the "Executives" of the Company. The Policy also helps the Company to attain Board diversity and creates a basis for succession planning. In addition, it is intended to ensure that-

a) the Company is able to attract, develop and retain high-performing and motivated Executives in a competitive international market;

b) the Executives are offered a competitive and market aligned remuneration package, with fixed salaries being a significant remuneration component, as permissible under the Applicable Law;

c) remuneration of the Executives are aligned with the Companys business strategies, values, key priorities and goals.

In framing the aforesaid Remuneration Policy, the Nomination and Remuneration Committee ensures that a competitive remuneration package for all Executives is maintained and is also benchmarked with other multinational companies operating in national and global markets.

The nomination of the Independent Directors of the Company shall be in accordance with the principles as stated under the said Policy.

The assessments for Functional Heads are done on the basis of below parameters by the concerned interview panel of the Company -

a) Competencies b) Capabilities c) Compatibility d) Commitment e) Character f) Strong interpersonal skills g) Culture among others.

The various remuneration components would be combined to ensure an appropriate and balanced remuneration package.

The five remuneration components are -

? fixed remuneration (including fixed supplements) ? performance based remuneration (variable salary) ? pension schemes, where applicable ? other benefits in kind ? severance payment, where applicable

The fixed remuneration is determined on the basis of the role and position of the individual, including professional experience, responsibility, job complexity and local market conditions.

The performance-based remuneration motivates and rewards high performers who significantly contribute to sustainable results, perform according to set expectations for the individual in question, and generates stakeholder value within the Group.

Any fee/remuneration payable to the Non-Executive directors of the Company shall abide by the following norms -

i. If any such director draws or receives, directly or indirectly, by way of fee/remuneration any such sums in excess of the limit as prescribed or without the prior sanction, where it is required, under the Applicable law such remuneration shall be refunded to the Company and until such sum is refunded, hold it in trust for the Company. The Company shall not waive the recovery of any sum refundable to it; ii. Such directors may receive remuneration by way of fee for attending meetings of the Board or Committee thereof or for any other purpose whatsoever as may be decided by the Board, as permissible under Applicable law;

iii. An independent director shall not be entitled to any stock option and may receive remuneration only by way of fees and reimbursement of expenses for participation in meetings of the Board or Committee thereof and profit related commission, as may be permissible by the Applicable law.

Stakeholders Relationship Committee

As on 31st March, 2023, the Stakeholders Relationship Committee comprises two executive Promoter Directors viz. Mr. Rajesh Mittal and Mr. Sanidhya Mittal, and one Non-Executive Independent Director viz. Mr. Susil Kumar Pal. The detailed terms of reference and other details of the Committee has been provided in the Corporate Governance Report. During 2022-2023, four meetings of Stakeholders Relationship Committee were held on 16thMay, 2022, 5th August, 2022, 7th November, 2022 and 13th February, 2023

Risk Management Policy

The Company recognizes that risk is inherent to any business activity and that managing risk effectively is critical for the immediate and future success of any organisation. Pursuant to Regulation 21 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘SEBI LODR) the Company has a Risk Management Policy to identify, evaluate risks and opportunities. This framework seeks to create transparency, minimize the adverse consequence of risks on business objectives, enhance the Companys competitive advantage and assist in decision making process. On the basis of risk assessment criteria, your Company has identified risks as minor/moderate/ important/material or severe depending on their impact on turnover, profit after tax and return on capital employed. A risk library wherein the Company has allotted scores to the risks based on risk significance and risk likelihood. On the basis of risk scores the Company has identified few material risks for the organization. The risks scores were initially done at the level of Operational Heads of Finance & Accounts, Sales, Production and HR and finally assessment was done based on scores given by an internal committee of the Company. However, the risks are dynamic and the Company will be adding new risks and removing some of the existing risks as and when the Company develop solutions for the existing risks. Accordingly, the Company has in place a mechanism to identify, assess, monitor and mitigate various risks to key business objectives. The Audit Committee of the Board evaluates risks management system of the company on quarterly basis.

Risk Management Committee

The Members of the Audit Committee at its Meeting held on 11th February, 2021 recommended to the Board to form a Risk Management Committee to give proper attention and time on the evaluation of Risk Management System/Policy of the Company.

Accordingly on 11th February, 2021 the Risk Management Committee was constituted, comprising of two executive directors Mr. Manoj Tulsian, Joint Managing Director & CEO, Mr. Sanidhya Mittal, Joint Managing Director and the Chief Financial Officer of the Company. Further, considering the SEBI (LODR) (Second Amendment) Regulations, 2021 issued on 5th May, 2021 bringing in various amendments in SEBI LODR, the Board of Directors had re-constituted the Risk Management Committee on 14th June, 2021. The Companys Risk Management Committee currently comprises of, one Executive - Non Promoter Director, one Executive - Promoter Director, two Non-Executive Independent Directors and the Chief Financial Officer (CFO) of the Company. The Board of Directors also defined the terms of reference of the said Committee. During 2022-23, two meetings of the Risk Management Committee held on 5th August, 2022 and 30th January, 2023.

Annual Return

The Annual Return as required under Section 92 and Section 134 of the Companies Act, 2013 read with Rule 12 of the Companies (Management and Administration) Rules, 2014 is available on the Companys website at https://www. greenply.com/pdfs/Annual_Return_2023.pdf

Material changes and commitments and change in the nature of business

Except as disclosed elsewhere in this Report, there have been no material changes and commitments affecting the financial position of the Company since the close of financial year i.e. since 31st March, 2023till the date of this Report. Further, it is hereby confirmed that there has been no change in the nature of business of the Company except as disclosed in this report.

Significant and material orders passed by the Regulators / Courts / Tribunals impacting the going concern status and the Companys operations in future

Except as disclosed elsewhere in this Report, there is no significant and material order has been passed by any Regulator/Court/Tribunals impacting the going concern status and the Companys operations in future.

Internal financial controls

The Directors had laid down Internal Financial Controls procedures to be followed by the Company which ensure compliance with various policies, practices and statutes in keeping with the 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:

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 any 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.

Further, the certificate from Joint Managing Director& CEO and Chief Financial Officer, in terms of Regulation 17(8) of the SEBI Listing Regulations, provided in this Annual Report, also certifies the adequacy of our Internal Control systems and procedures.

Insurance

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

Particulars of loans/advances/investments as required under Schedule V of the Listing Regulations

The details of related party disclosures with respect to loans/advances/investments at the year end and maximum outstanding amount thereof during the year as required under Part A of Schedule V of the Listing Regulations have been provided in the notes to the Financial Statements of the Company. Further, there was no transaction with person or entity belonging to the promoter/promoter group which hold(s) 10% or more shareholding in the Company as per Para 2A of the aforesaid Schedule.

Loans/advances, guarantee and investments under Section 186 of the Companies Act, 2013

Details of loans/advances granted, guarantees given and investments made during the year under review, covered under the provisions of Section 186 of the Companies Act, 2013 are disclosed in the financial statements attached to this annual report.

Amount outstanding as at 31st March, 2023

Particulars

Amount (Rs in lacs)
Loans given 9,810.86
Investments made 23,123.86
Guarantee given 56,628.96

Public Deposits

During the Financial Year 2022-23, the Company did not invite, accepted or renewed any public deposits under the Companies Act, 2013 including applicable rules made there under. As such, no amount on account of principal or interest on public deposits was outstanding as on the date of the Balance Sheet.

Listing of shares

The Equity Shares of the Company are listed on the BSE Limited (BSE) with scrip code No. 526797 and on National Stock Exchange of India Limited (NSE) with scrip symbol GREENPLY. The Company confirms that the annual listing fees to both the stock exchanges for the financial year 2022-23 have been duly paid.

Related party transactions

There have been no materially significant related party transactions undertaken by the Company which may have potential conflict with the interest of the Company. Related party transactions that were entered into during the year under review were on arms length basis and were in ordinary course of business. The Particulars of material related party transaction, if any, are provided in Form AOC-2 as required under section 134(3)(h) of the Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014. Further, suitable disclosure as required by the

Accounting Standards (Ind AS 24) has been made in the notes to the Financial Statements.

The Board has approved a policy for related party transactions which has been uploaded on the Companys website. The web link as required under Listing Regulations is as under: https://www.greenply.com/assets/investors/5/ original/related_partyfitransactions_policy_14022022. pdf?1646389354

Corporate Governance

Your Company is committed to observe good Corporate Governance practices. The report on Corporate Governance for the financial year ended March 31, 2023, as per Regulation 34(3) read with Schedule V of the Listing Regulations forms part of this Annual Report and annexed to this Report. The requisite certificate from M/s. Nidhi Bagri & Company, practicing company secretary (Membership No. ACS 24765/ COP No. 9590), Kolkata confirming compliance with the conditions of corporate governance, is attached to this Annual Report.

Management Discussion and Analysis Report

The Report on Management Discussion and Analysis Report in terms of Regulation 34, read with Schedule V of the Listing Regulations, forms part of this Annual Report and is annexed to this Report. Certain Statements in the said report may be forward looking. Many factors may affect the actual results, which could be different from what the Directors envisage in terms of the future performance and outlook.

Policy on Prevention of Sexual Harassment of Women at Workplace

The Company has in place a Policy on prevention of Sexual Harassment in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition &Redressal) Act, 2013.

Further, the Company has complied with the provisions relating to constitution of Internal Complaints Committee under Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

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

Conservation of energy, technology absorption, foreign exchange earnings and outgo

The particulars related to the conservation of energy, technology absorption and foreign exchange earnings and outgo, as required under section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014, is annexed to this Report.

Application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016

As on 31stMarch, 2023, no application has been made or no proceedings are pending under the Insolvency and Bankruptcy Code, 2016.

Corporate Social Responsibility

As on 31st March, 2023, the Corporate Social Responsibility Committee (CSR Committee) comprises two executive Promoter Directors viz. Mr. Rajesh Mittal and Mr. Sanidhya Mittal and three Non-Executive Independent Directors viz. Mr. Vinod Kumar Kothari, Mr. Upendra Nath Challu and Ms. Vinita Bajoria. The terms of reference of the Committee have been provided in the Corporate Governance Report. During 2022-23, four meetings of CSR Committee were held i.e. on 16thMay, 2022, 5th August, 2022, 7th November, 2022 and 13th February, 2023. The CSR Committee has formulated a Corporate Social Responsibility Policy (CSR Policy) indicating the activities to be undertaken by the Company, which has also been approved by the Board. The CSR Policy may be accessed on the Companys website at the link https://www.greenply.com/assets/investors/518/ original/Corporate_Social_Responsibility_Policy. pdf?1627109345

The salient features of the CSR Policy of the Company are as below:

1. Vision: The Companys CSR Vision is "improving lives in pursuit of collective development and environmental sustainability". This vision should encompass all CSR activities of the Company.

2. Mission: The Companys CSR Mission is primarily to pursue initiatives directed towards enhancing welfare of society based on long term social and environmentally sustainable CSR activities.

3. The Company recognises the need to carry business in accordance with principles of sustainability, balance and equity. It strives to enhance corporate value while achieving a stable and long-term growth for the benefit of stakeholders. The Company also encourages its directors and employees to recommend meaningful CSR projects that may be taken up by the Company.

4. The CSR activities carried by the Company are either identified by the CSR Committee of the Company or as recommended by various stakeholders. The Company either undertakes the activities itself or through some external agency in compliance with the provisions of Section 135 of the Companies Act, 2013 read with Companies (CSR Policy) Rules, 2014.

5. The CSR Committee shall periodically monitor and evaluate the performance of the Projects and seek statements and reports from the CSR Cell on the progress of each of CSR projects from time to time. A certificate shall be obtained from CFO or the person responsible for financial management that the funds disbursed have been utilised for the purpose and in the manner as approved. In case of Ongoing Projects, the Board of the Company shall monitor the implementation of the Project with reference to the approved timelines and year-wise allocation and shall be competent to make modifications, if any, for smooth implementation of the project within the overall permissible time period.

6. The Company has chosen some of the projects as mentioned in Schedule VII of the Companies Act, 2013 as its Priority Projects which are as below:

a) eradicating hunger, poverty and malnutrition, promoting health care including preventive health care and sanitation including contribution to the Swach Bharat Kosh set-up by the Central Government for the promotion of sanitation and making available safe drinking water;

b) promoting education, including special education and employment enhancing vocation skills especially among children, women, elderly, and the differently abled and livelihood enhancement projects;

c) promoting gender equality, empowering women, setting up homes and hostels for women and orphans; setting up old age homes, day care centres and such other facilities for senior citizens and measures for reducing inequalities faced by socially and economically backward groups;

d) ensuring environmental sustainability, ecological balance, protection of flora and fauna, animal welfare, agroforestry, conservation of natural resources and maintaining quality of soil, air and water including contribution to the Clean Ganga Fund set-up by the Central Government for rejuvenation of river Ganga;

e) training to promote rural sports, nationally recognised sports, Paralympic sports and Olympic sports;

f) disaster management, including relief, rehabilitation and reconstruction activities.

7. The Company shall approve Annual Action Plan every year covering list of activities to be undertaken, manner of execution, utilisation of funds, monitoring etc. Impact assessment of CSR activities will be undertaken if the conditions specified in the Policy and under the Companies (CSR Policy) Rules, 2014 in this regard is fulfilled.

Further, the CSR activities carried out during the Financial Year ended 31st March, 2023 in the format prescribed under Rule 9 of the Companies (Accounts) Rules, 2014 including amendment thereof, is annexed to this Report.

Directors Responsibility Statement

In terms of provisions of Section 134(3)(c) and Section 134(5) of the Companies Act, 2013, your directors state that:

(i) in preparation of the Annual Accounts for the financial year ended March 31, 2023, the applicable Accounting Standards have been followed along with proper explanation relating to material departures;

(ii) the Directors had selected such Accounting Policies as listed in the Financial Statements and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year as on March 31, 2023and of the profits of the Company for that period;

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

(iv) the directors had prepared the Annual Accounts on a going concern basis;

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

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

CEO and CFO certification

Pursuant to the Listing Regulations, the Joint Managing Director & CEO and CFO certification is attached with the Annual Report. The Joint Managing Director & CEO and the Chief Financial Officer also provides a quarterly certification on financial results while placing the financial results before the Board for approval in terms of the Listing Regulations.

Code of Conduct for Directors and senior management personnel

The Code of Conduct for Directors and Senior Management Personnel is posted on the Companys website. The Joint Managing Director & CEO of the Company has given a declaration that all Directors and Senior Management Personnel concerned, affirmed compliance with the Code of Conduct with reference to the year ended on March 31, 2023. The declaration is attached with the annual report.

Disclosure regarding compliance of applicable Secretarial Standards

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

Corporate Governance and Compliance Certificate regarding compliance of conditions of Corporate Governance

A detailed Report on Corporate Governance for the financial year 2022-2023, pursuant to the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and the certificate received from M/s. Nidhi Bagri & Company, Practising Company Secretary (Membership No. ACS 24765/COP No.9590), Kolkata, to the effect of compliance of conditions of Corporate Governance as required under Schedule V of the Listing Regulations are annexed with the Report.

Business Responsibility & Sustainability Report

As stipulated under the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015, the Business Responsibility and Sustainability Report , describing the initiatives taken by the company from an environment, social, governance and sustainability perspective, has been annexed to this Report.

Fraud Reporting

There was no fraud reported by the Auditors of the Company under sub-section (12) of section 143 of the

Companies Act, 2013, to the Audit Committee or the Board of Directors during the year under review.

Disclosures with respect to Demat Suspense Account/ Unclaimed Suspense Account

The relevant details in this regard have been provided in the Corporate Governance Report annexed to this Report.

Particulars of employees

Particulars of Employees as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014:-

I. Details of Employees employed throughout the financial year who were in receipt of the remuneration for that year which, in aggregate, was not less than H 1.02 Crore are: 6

II. Employees employed for a part of the financial year and who were in receipt of the remuneration during for that financial year at a rate not less than H 8,50,000 per month: None

III. Employees employed throughout the financial year or part thereof, was in receipt of remuneration in that year which, in the aggregate, or as the case may be, at a rate which, in the aggregate is in excess of that drawn by the managing director or whole-time director or manager and holds by himself or along with his spouse and dependent children, not less than two percent of the equity shares of the Company: None

In accordance with the provisions of Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the names and particulars of the top ten employees in terms of remuneration drawn and of the aforementioned employees form part of the Directors / Boards Report as an annexure. However, in terms of the provisions of Section 136(1) of the Companies Act, 2013 read with the rule, the Directors/ Boards Report is being sent to all shareholders/ members of the Company excluding the same. The said information is available for inspection at the registered office of the Company during the working hours.

Any shareholder/ member interested in obtaining a copy of the annex may write to the Company Secretary. Disclosures on managerial remuneration in terms of Rule 5(1) of the aforesaid Rules are annexed to this Report.

The members are also informed that this Report is to be considered as an abridged report to the extent of the aforesaid exclusion only and all other information as required under applicable law form part of this Report without any exclusion.

General Disclosure

During the year, there were no transactions requiring disclosure or reporting in respect of matters relating to:

a. issue of equity shares with differential rights as to dividend, voting or otherwise;

b. raising of funds through preferential allotment or qualified institutions placement;

c. instance of one-time settlement with any bank or financial institution.

Acknowledgements

Your Directors place on record their sincere thanks and appreciation for the continuing support of financial institutions, consortium of banks, vendors, clients, investors, Central Government, State Governments and other regulatory authorities. The Directors also place on record their heartfelt appreciation for the commitment and dedication of the employees of the Company across all the levels who have contributed to the growth and sustained success of the Company.

For and on behalf of the Board of Directors

Rajesh Mittal

Place: Kolkata Chairman cum Managing Director
Date: May 30, 2023 DIN: 00240900