Century Plyboard Director Discussions


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

FINANCIAL PERFORMANCE FINANCIAL HIGHLIGHTS

The Companys financial performance for the year ended 31st March, 2023 is summarised below:

Particulars

STANDALONE

CONSOLIDATED

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

THE YEAR IN SUMMARY

Standalone

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

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

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

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

Consolidated

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

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

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

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

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

SCHEME OF ARRANGEMENT BETWEEN THE COMPANY AND CENTURY INFRA LIMITED

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

The Scheme received "No-Objection" / "No adverse observations" from both National Stock Exchange of India Limited and BSE Limited vide their observation letters dated 10th October, 2022. The resolution approving the Scheme was passed by requisite majority by the Equity Shareholders and Unsecured Creditors of the Company at their respective Meetings held on 20th March, 2023 through Video Conferencing / Other Audio-Visual Means, convened pursuant to the order of Honble National Company Law Tribunal, Kolkata Bench dated 10th February, 2023. Subsequently, the Company has filed a Petition with the Honble NCLT on 31st March, 2023.

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

DIVIDEND

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

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

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

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

TRANSFER TO RESERVES

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

SHARE CAPITAL

During the year under review, there were no changes in the share capital of the Company. As on 31st March, 2023, the Companys paid-up Equity Share Capital was H22,25,27,240/- comprising of 22,21,72,990 Equity Shares of Face Value of Re. 1/- each and H3,54,250 received on account of 13,80,000 (post-split) forfeited shares. During the Financial Year 2022-23, your Company has neither issued any shares or convertible securities nor has granted any stock options or sweat equity.

INDIAN ECONOMY AND STATE OF AFFAIRS

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

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

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

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

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

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

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY

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

FUTURE OUTLOOK

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

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

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

Century Plyboards operates in a space where more than 50% of the market is dominated by the unorganized sector. In the organised sector, your Company enjoys a leadership position. The Companys focus on product innovation and sustainable practices further enhances its appeal among environmentally conscious consumers. The Company aims to achieve raw material self-sufficiency while promoting its sustainability and inclusive growth efforts. Besides environmental protection, this helps maintain the sustainability and financial viability of the eco-system and also generates employment opportunities. Centuryply has been the front-runner when it comes to implementing innovative practices. Centuryply upholds its quality commitment by providing in all Centuryply products a unique QR code embedded in them, scanning of which, through a mobile application, will provide relevant details in support of whether consumers are buying a genuine Century Ply product or not. The QR code feature secures trust of customers by verifying authenticity and preventing counterfeit sellers. The year FY2023 proved to be a tumultuous one for the MDF sector, with various challenges cropping up along the way. The withdrawal of anti-dumping duty, coupled with a slowdown in Europe, resulted in cheaper imports from Thailand and Vietnam, leading to a demand-supply mismatch in the MDF category. Further, rising input prices owing to high crude oil price led to margin pressure. The Indian Furniture Industry (especially the residential and home furnishing segments) continues to be dominated by plywood. Globally, the MDF to plywood consumption ratio is 80:20, but in India, the ratio is skewed in favour of the plywood at 20:80. This number suggests that there is enough room for the growth of MDF in the country in the future. It is estimated that the MDF to Plywood ratio in India will improve to 50:50 by 2030. This presents a strong growth potential for the MDF industry in India. It is expected to gain market share of low & medium grade plywood (which constitute 85% of the plywood market in India). In India, MDF has penetrated all the regions in terms of market presence and is rapidly advancing in terms of both consumer demand as well as production capacity. Further, unlike Plywood, MDF industry is characterized by Strong Entry Barriers. Due to this, it less likely to face competition from the unorganized segment, resulting in larger market share for the organized players and higher growth potential.

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

The demand in particle board sector is better compared to plywood as demand and supply equilibrium is in balance. The particle board sector is growing steady with double digit growth thanks to rising domestic demand and growing consumption in furniture sector. Significant growth in the construction of homes on account of rapid urbanization and the rising global population represents one of the key factors fueling the market growth. This, along with the growing working population, changing trends of modern offices, growing awareness about the eco-friendly nature of particle boards among end users, is positively influencing the demand for particle boards in commercial establishments for enhanced aesthetics. To make the mist of the growing demand in this segment, Century Plyboards has already taken up expansion of its particle board capacities.

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

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

FUTURE PLANS OF EXPANSION

After having received required approvals, construction of a new greenfield unit in the state of Andhra Pradesh by the Companys wholly owned Subsidiary, Century Panels Ltd. for manufacturing of MDF boards having an installed capacity of 313,500 CBM per year is already underway. The Company aims to develop this project as the largest integrated wood panel manufacturing unit, covering Laminates, MDF and Plywood with investments of more than H1500 crore in a phased manner and expects first phase production comprising of laminates and MDF to be operational within the third quarter of FY 2023-24. The Company has also embarked upon enhancement of its present particle board capacities of 72000 CBM per annum with a proposed addition of 240000 CBM per year through a green field project at Gummidipoondi in Tamil Nadu at a CAPEX of about H550 Crore.

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

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

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

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

CHANGE IN NATURE OF BUSINESS, IF ANY

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

SUBSIDIARIES

CHANGES IN SUBSIDIARIES

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

Subsidiary Companies

• Auro Sundram Ply & Door Pvt. Ltd.

• Century MDF Ltd.

• Ara Suppliers Pvt. Ltd.

• Arham Sales Pvt. Ltd.

• Adonis Vyaper Pvt. Ltd.

• Apnapan Viniyog Pvt. Ltd.

• Century Infotech Ltd.

• Century Panels Ltd.

• Century Infra Ltd.

• Century Ports Ltd.

• Century Ply (Singapore) Pte. Ltd.

• Century Gabon SUARL

Step-down subsidiaries

• Asis Plywood Ltd.

• Century Ply Laos Co. Ltd.

• Century Huesoulin Plywood Lao Co., Ltd.

• Century Adhesives & Chemicals Limited

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

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

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

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

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

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

OPERATIONS

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

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

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

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

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

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

Century Adhesives & Chemicals Ltd. has initiated the process for setting up a resin and formalin manufacturing facility at Multi product SEZ, Industrial Park Naidupetta, Andhra Pradesh. Century Gabon SUARL enjoys the advantage of availability of abundant Okoume timber required for production of face veneer. It is presently operating at a capacity of peeling 200 CBM of timber per day, serving as a vital backward integration for securing availability of raw material for Century Ply. Century Ply Laos Co. Ltd. is engaged in the manufacturing of veneer in Attapeu province in Laos out of raw material sourced locally while Century Huesoulin Plywood Lao Co., Ltd. is manufacturing plywood at its unit in Savannakhet Province in Laos. However, due to administrative restrictions imposed by the Laos Government, the operations of these step-down subsidiaries and consequently that of Century Ply (Singapore) Pte. Ltd. remained suspended during the financial year under review.

POLICY ON MATERIAL SUBSIDIARIES

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

FINANCIAL POSITION & PEFORMANCE

During the year under review, the affairs of the subsidiaries were reviewed by the Board, inter alia, by the following means: Financial statements of the subsidiary companies are reviewed by the Companys Audit Committee.

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

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

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

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

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

ACCOUNTS

CONSOLIDATED FINANCIAL STATEMENTS

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

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

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

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

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

Details of loans, guarantees and investments under the provisions of Section 186 of the Companies Act, 2013 read with the Companies (Meetings of Board and its Powers) Rules, 2014 and schedule V of the Listing Regulations, as on 31st March, 2023, are set out in Annexure ‘2 hereto and forms a part of this Report. The particulars of loans and investments have also been disclosed in notes to the Financial Statements.

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

RELATED PARTY TRANSACTIONS

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

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

During the year, your Company had not entered into any contract / arrangement / transaction with related parties which could be considered material in terms of the RPT Policy, requiring shareholders approval under Regulation 23(4) of the Listing Regulations or Section 188 of the Companies Act, 2013 read with Rules made thereunder. Accordingly, the disclosure of Related Party Transactions as required under Section 134(3) (h) of the Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014 in Form AOC-2 is not applicable. Members may refer Note No. 38 to the Financial Statements which sets out the Related Party Disclosures pursuant to IND AS and in terms of Regulation 34(3) read with Part A of Schedule V of the Listing Regulations. The Company, in terms of Regulation 23 of the Listing Regulations submits half-yearly disclosures of related party transactions to the stock exchanges and the same can be accessed on the website of the Company, www.centuryply.com.

PUBLIC DEPOSITS

During the Financial Year 2022-23, the Company has not invited, accepted or renewed any public deposits covered under Section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014. As such, no amount on account of principal or interest on public deposits was outstanding as on the date of the Balance Sheet. In terms of Rule 2(1)(c)(viii) of the Companies (Acceptance of Deposits) Rules, 2014, the details of the amount received, if any, from the Directors of the Company are provided in the Note Nos. 17 and 38 of the Standalone Financial Statements of the Company.

AUDITORS

STATUTORY AUDITORS

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

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

STATUTORY AUDITORS REPORT

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

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

SECRETARIAL AUDIT

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

REPORTING OF FRAUDS BY AUDITORS

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

DIRECTORS AND KEY MANAGERIAL PERSONNEL

I. INDEPENDENT DIRECTORS:

(a) CHANGES IN INDEPENDENT DIRECTORS

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

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

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

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

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

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

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

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

(b) DECLARATION BY INDEPENDENT DIRECTORS

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

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

ii. in terms of Regulation 25(8) of the Listing Regulations, they are not aware of any circumstance or situation, which exist or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgment and without any external influence; In terms of Regulation 25(9) of the Listing Regulations, the Board of Directors has ensured the veracity of the disclosures made under Regulation 25(8) of the Listing Regulations by the Independent Directors of the Company and is of the opinion that they fulfil the conditions specified in the Act and the Listing Regulations and that they are independent of the management.

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

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

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

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

(c) FAMILIARISATION PROGRAMME

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

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

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

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

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

(d) STATEMENT REGARDING INDEPENDENT DIRECTOR

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

II. NON- INDEPENDENT DIRECTORS:

(a) CHANGES IN NON-INDEPENDENT DIRECTORS

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

(b) RETIREMENT BY ROTATION

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

III. KEY MANAGERIAL PERSONNEL

Pursuant to the recommendation of the Nomination and Remuneration Committee, the Board of Directors at its meeting held on 7th February, 2023, subject to approval of the shareholders, re-appointed Sri Prem Kumar Bhajanka and Sri Vishnu Khemani as Managing Directors of the Company for a further period of five years each with effect from 1st August, 2023. The Board of Directors of your Company accordingly recommends the same for approval of the shareholders.

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

IV. INTER-SE RELATIONSHIPS BETWEEN THE DIRECTORS

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

MEETINGS

MEETINGS OF BOARD OF DIRECTORS

During the year, the Board met four times, i.e., on 16th May, 2022, 20th July, 2022, 10th November, 2022 and 7th February, 2023. The details of these Meetings are given in the Corporate Governance Report forming part of the Annual Report.

MEETINGS OF INDEPENDENT DIRECTORS

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

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

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

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

MANAGERIAL REMUNERATION PARTICULARS OF MANAGERIAL REMUNERATION

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

PARTICULARS OF EMPLOYEES

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

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

CORPORATE GOVERNANCE MEASURES DIRECTORS RESPONSIBILITY STATEMENT

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

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

(ii) selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at the end of the Financial Year 31st March, 2023 and of the profit of the Company for that period;

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

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

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

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

MANAGEMENT DISCUSSION AND ANALYSIS

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

CORPORATE GOVERNANCE

Centuryply believes in promoting the principles of sound Corporate Governance and its endeavor is to uphold ethical business practices to ensure transparency, integrity and accountability in its functioning which are vital to achieve its vision of "Sarvada Sarvottam, - The Best Always." We consider it our inherent responsibility to ensure transparency in our operations and disclose timely and accurate disclosures to stock exchanges for enhancing and retaining investors trust. Governance is integral to your Companys existence and its business structures, values, cultures, policies and procedures are designed to ensure that the Company is managed in a manner that meets stakeholders aspirations and societal expectations.

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

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

In compliance with the provisions of Regulation 34 of the Listing Regulations read with Schedule V of Listing Regulations, a Report on Corporate Governance for the Financial Year ended 31st March, 2023 along with a Certificate issued by M/s. MKB

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

CEO & CFO CERTIFICATION

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

RISK MANAGEMENT

Risks are unavoidable component of business. Thus, your Company focuses on timely management of the key risks of your Company to prevent unfavourable circumstances. Your Company has in place a robust and efficient mechanism for the identification, assessment, quantification, control, mitigation and monitoring of the risks. Our risk management framework ensures identification of emerging risks and after assessing them, devises short-term and long-term actions to mitigate any risk which could materially impact the Companys long-term goals. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis. Your Company is conscious of how better risk management techniques may provide early signals of probable threats to the Company so that they may be addressed in time. Risk management process has been established across your Company and is designed to identify, assess and frame a response to threats that may affect achievement of its objectives. It is designed to manage rather than eliminate the risk of failure to achieve business objectives and provides reasonable and not absolute assurance against material misstatement or loss. Risk management is at the core of the operating structure of the Company. Our risk management approach includes minimising undue concentrations of exposure, limiting potential losses from stress events and ensuring the continued adequacy of all our financial resources.

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

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

INTERNAL CONTROLS/ INTERNAL FINANCIAL CONTROLS AND THEIR ADEQUACY

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

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

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

The Company has laid down Standard Operating Procedures and policies to guide the operations of the business. Functional heads are responsible to ensure compliance with all laws and regulations and also with the policies and procedures laid down by the Management. Robust and continuous internal monitoring mechanisms and review processes ensure that such systems are reinforced on an ongoing basis and updated with new / revised standard operating procedures in order to align the same with the changing business environment. The Company periodically tracks all amendments to Accounting Standards and makes changes to the underlying systems, processes and financial controls to ensure adherence to the same. All resultant changes to the policy and impact on financials are disclosed after due validation with the statutory auditors and the Audit Committee.

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

PERFORMANCE EVALUATION

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

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

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

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

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

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

COMMITTEES OF BOARD OF DIRECTORS

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

Mandatory Committees

Audit Committee

Nomination and Remuneration Committee Stakeholders Relationship Committee Risk Management Committee Corporate Social Responsibility Committee

Non-mandatory Committees

Share Transfer Committee Finance Committee

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

POLICIES AND CODES REMUNERATION POLICY

The Board of Directors has framed a Remuneration Policy which lays down a framework in relation to appointment and remuneration of Directors, Key Managerial Personnel, Senior Management on the basis of their qualifications, positive attributes and independence of a Director and other matters as required under Section 178(3) of the Companies Act, 2013. .The aforesaid Policy is given in Annexure ‘5, which forms part of this annual Report, and has also been posted on the website of the Company at https://www.centuryply.com/codes-policies/ Remuneration-policy.pdf Your Companys Remuneration Policy is designed to create a high performance culture. It enables the Company to attract, retain and motivate employees to achieve results. Your Companys Remuneration Policy is directed towards providing a well-balanced and performance-related compensation package, taking into account shareholder interests, industry standards and relevant Indian corporate regulations. Further, it aims to attract, retain and motivate highly qualified members for the Board and other executive level and ensure their long term sustainability. The Policy is designed to ensure that: a) the Company is able to attract, retain and motivate highly qualified members for the Board and other executive level and ensure their long term sustainability. b) the Company is able to provide a well-balanced and competitive compensation package to its Executives, taking into account their roles and position, shareholder interests, industry standards and relevant regulations. c) remuneration of the Directors and other Executives are aligned with the business strategy and risk tolerance, objectives, vision, values and long-term interests of the Company.

Selection and procedure for nomination and appointment of Directors

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

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

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

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

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

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

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

BOARD DIVERSITY POLICY

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

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

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

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

WHISTLE BLOWER POLICY/ VIGIL MECHANISM

Over the years, the Company has built a reputation for doing business with honesty and integrity, and it has zero tolerance for any type of unethical behaviour or wrongdoing. The Organization has in place a stringent vigil system to deal with ethical transgressions in the organization. In terms of the requirements under Section 177 (9) and (10) of the Companies Act, 2013 read with the relevant Rules, Regulation 22 of the SEBI Listing Regulations and SEBI (Prohibition of Insider Trading) Regulations, 2015, as amended, the Company has framed vigil mechanism/ whistle blower policy for Directors and Employees to report their genuine concerns or grievances, about unethical behaviour, actual or suspected fraud or violation of the Companys code of conduct or ethics policy. The Policy is designed to ensure that whistle blowers may report genuine concerns without fear of retaliation. It lays emphasis on the integrity at workplace and in business practices, honest and ethical personal conduct, diversity, fairness and respect. The vigil mechanism works with the objective to promote probity and integrity in governance. During the year under review, there was no change in the Companys Whistle Blower Policy. Your Company encourages honesty from and among its Employees and promotes ‘zero tolerance towards corruption, illegal and unethical behaviour. Your Companys Whistle Blower Policy/ Vigil mechanism provides a channel to the Employees and Directors of the Company to report genuine concerns about unethical behaviour, actual or suspected incidents of fraud or instances of leakage/ suspected leakage of unpublished price sensitive information or violation of the Companys Code of Conduct and/ or the Insider Trading Code adopted by the Company. The Policy also provides complete confidentiality of the matter so that no unfair treatment is meted out to the Whistle Blower for reporting any concern. The Policy provides that the Vigilance and Ethics Officer of the Company investigates such incidents, when reported, in an impartial manner and takes appropriate action to ensure that requisite standards of professional and ethical conduct are always upheld.

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

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

RISK MANAGEMENT POLICY

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

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

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

POLICY ON PREVENTION OF SEXUAL HARASSMENT

Your Company is an equal opportunity employer and has a gender neutral approach in its hiring process and task assignments to its workforce. The Company is committed to create a positive atmosphere at the workplace where a woman is encouraged to come to work, secure in the knowledge that she will be treated with dignity, respect and will be protected from harassment. We have adopted a Policy on Prevention of Sexual Harassment in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules made thereunder to counter any potential harassment or discrimination against women, resulting in their economic empowerment and inclusive growth. All employees (permanent, contractual, temporary, trainees) are covered under the said Policy.

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

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

DIVIDEND DISTRIBUTION POLICY

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

Pursuant to Regulation 43A of Listing Regulations, the Board of Directors of the Company have formulated and adopted a progressive and dynamic Dividend Distribution Policy, keeping in view the immediate as well as long term needs of the business. The same has been appended as Annexure ‘6 to this Report and is also available on the Companys website at: https://www.centuryply.com/codes-policies/CPIL-Dividend-Distribution-Policy.pdf.

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

POLICY FOR DETERMINING MATERIALITY OF EVENTS/ INFORMATION

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

OTHER POLICIES

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

CODE OF CONDUCT

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

In line with the amendments in the SEBI (Listing Obligations and Disclosure Requirements) (Amendment) Regulations, 2023, whereby, inter alia, the definition of ‘Senior Management has been amended, your Companys Policy on Code of Conduct for Directors and Senior Management was amended by the Board of Directors at its meeting held on 7th February, 2023 and same became effective from that date. This policy is available on the Companys website at: https://www.centuryply.com/ codes-policies/Code-of-Conduct-for-Directors-and-Senior-Management-Executives.pdf All members of the Board and Senior Management Personnel have affirmed compliance with the ‘Code of Conduct for Directors and Senior Management Personnel for the financial year 2022-23. A declaration to this effect signed by the CEO & Managing Director is annexed in the Corporate Governance Report.

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

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

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

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

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

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

CORPORATE SOCIAL RESPONSIBILITY

As a large-scale industrial player, Centuryply has considerable responsibility to give back to the communities. Towards achieving our commitment in bringing about a lasting and holistic impact on enhancement of social values, we have been undertaking Corporate Social Responsibility (CSR) initiatives well before it became a legal mandate. We treat CSR not as an obligation but as the very core of why business exists – to eventually share the wealth for prosperity of our communities. The CSR activities of the Company encapsulate a large gamut of social activities including promoting education, including special education & livelihood projects, creating employability, enabling access to quality primary health care services, disaster relief measures and environmental protection, with emphasis on local areas around our business operations. The Companys CSR is an extension of its commitment to respond ethically and contribute to economic development while improving life quality of the workforce, local communities and society at large. Pursuant to Section 135 of the Companies Act, 2013 read with Schedule VII thereof and Rules made thereunder, the Company has undertaken CSR activities, projects and programs primarily in the field of Education and Skill Development, Health and Wellness, Environmental Sustainability, participating in relief operations during natural disasters, while also pursuing CSR activities for the benefit of the local community in the States in which it operates. During the year, the total CSR expenditure incurred by your Company was H747.26 lac which was higher by H54.77 lac than that statutorily required to be spent. The Company also has an amount of H71.03 lac and H7.61 lac resulting out of excess spending in FY 2020-21 and FY 2021-22 respectively, available for set off in succeeding financial years. In terms of Rule 4(5) of the Companies (Corporate Social Responsibility Policy) Rules, 2014, Sri Arun Kumar Julasaria, Chief Financial Officer of the Company certified that the Corporate Social Responsibility expenditure made during the year 2022-23 has been utilised for the purpose and in the manner as approved by the Board.

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

Your Companys Policy on CSR was amended on 10th November, 2022 and the same can be accessed on the Companys website at https://www.centuryply.com/codes-policies/Policy-on-Corporate-Social-Responsibility.pdf. The Company also amended its Annual Action Plan for CSR Activities for the FY 2022-23. The Companys CSR Policy statement and annual report on the CSR activities undertaken during the financial year ended 31st March, 2023, in accordance with Section 135 of the Act and Rule 8 of the Companies (Corporate Social Responsibility Policy) Rules, 2014 is set out in Annexure ‘7 to this Report.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

Being a public listed Company, your Company understands that its accountability is not merely to their shareholders from a revenue and profitability perspective but also to the larger society which is also its stakeholder. At Centuryply, we are committed to enhance value for our stakeholders together with economic and social well-being of the society and minimising the direct and indirect adverse impact of our operations on the environment. The Business Responsibility and Sustainability Report is one of the avenues to communicate the Companys obligations and performance to all its Stakeholders. To adapt ourselves to changing business dynamics, we have developed an organised ecosystem to address new challenges and seize new opportunities while supporting a more sustainable world. Sustainable development is integral to our business strategy. Centuryply takes pride in its commitments towards protecting the environment, delivering on its social responsibilities and good governance. The Company has always believed in the power of partnerships to unlock long-term value for its stakeholders, in a responsible manner. Your Company, as a responsible corporate citizen, recognizes that ethical conduct in all its functions and processes is the cornerstone of a responsible business. Your Company, through its various sustainability initiatives, focusses on creation of a future ready organisation, which can pre-empt imminent challenges and address the needs of all stakeholders. The Business Responsibility Policy adopted by your Company focuses on developing and integrating a detailed sustainability vision into its long-term strategic plan in a way that creates lasting value for its stakeholders whilst also building public trust. This is premised on striking a proper balance between economic, social and environmental performance in dealings with various stakeholders, thereby ensuring sustainable development for the Company.

In accordance with Listing Regulations, the Companys Business Responsibility and Sustainability Report describing the initiatives taken by the Company from an environmental, social and governance perspective is appended as Annexure ‘8 to this Annual Report. The Report is aligned with National Voluntary Guidelines on Social, Environmental and Economic Responsibilities of Business released by Ministry of Corporate Affairs and is in accordance with Regulation 34(2)(f) of the Listing Regulations. The Report describes the initiatives taken by the Company from an environmental, social and governance perspective to enable Members to take well-informed decisions and to have a better understanding of the Companys long term perspective.

MISCELLANEOUS ANNUAL RETURN

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

SIGNIFICANT AND MATERIAL ORDERS PASSED BY REGULATORS / COURTS / TRIBUNALS

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

COMPLIANCE WITH SECRETARIAL STANDARDS AND INDIAN ACCOUNTING STANDARDS

Your Directors state that during the Financial Year 2022-23, the Company has complied with the applicable Secretarial Standards, i.e. SS-1 and SS-2 relating to "Meetings of the Board of Directors" and "General Meetings" respectively. In the preparation of the Financial Statements, the Company has also applied the Indian Accounting Standards (Ind AS) specified under Section 133 of the Companies Act, 2013 read with Companies (Indian Accounting Standards) Rules, 2015.

CREDIT RATING

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

GREEN INITIATIVES IN CORPORATE GOVERNANCE

Your Company supports and welcomes the ‘Green Initiative undertaken by the Ministry of Corporate Affairs, Government of India, permitting electronic dissemination of notices, Annual Report and other communications through email to Members whose email IDs are registered with the Company/ Depository Participant(s).Your Company sends notices, Annual Report and other communications through email to Members whose email IDs are registered with the Company/ Depository Participant(s). In line with the Circulars issued by MCA and SEBI, the Company had circulated Notices and Annual Report of the Company for the financial year ended 31st March, 2022 only through email to all those Shareholders who have registered their email address for the said purpose. With reference to relaxation provided by MCA and SEBI, Companies have been dispensed with the printing and dispatch of Annual Reports to Shareholders. Hence, the Annual Report of the Company for the Financial Year ended 31st March, 2023 would also be sent only through e-mail to the Shareholders. Members can access all the documents relating to Annual General Meeting from the Companys website at centuryply.com/investors-new/investor-information.

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

HUMAN RESOURCE DEVELOPMENT & INDUSTRIAL RELATIONS

Your Company values its employees and believes that the Companys success is a result of the collective efforts of all of its employees. In todays intensely dynamic markets, your Company follows a multipronged approach covering all the key facets of employee development to make them more productive, efficient and integral to the organisation. Your Company endeavours to create a work environment which is collaborative and learning and growth oriented to enable employees to perform at their full potential. Your Companys unique culture and robust People Practices & Policies, inspire and ensure that every employee aspires to grow in the organization. Onboarding the right people with the right skills, plays a vital role in shaping the culture of the organization. On the industrial front, the Company maintained positive Industrial Relations with its workforce throughout the year. Notwithstanding the challenges posed by the ongoing pandemic, the enthusiasm and unstinting efforts of the employees have enabled your Company to remain at the forefront of the Industry and to achieve ever high targets.

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

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

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

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

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

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

PROCEEDING UNDER INSOLVENCY AND BANKRUPTCY CODE, 2016

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

ONE TIME SETTLEMENT OF LOANS TAKEN FROM BANKS/ FINANCIAL INSTITUTIONS

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

COST AUDIT

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

INVESTOR EDUCATION AND PROTECTION FUND

As per the provisions of Sections 124 and 125 of the Companies Act, 2013 ("Act") read with the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, read with the relevant circulars and amendments thereto, ("IEPF Rules"), any money transferred to the Unpaid Dividend Account of a Company which remains unpaid/ unclaimed for a period of seven years from the date of such transfer shall be transferred by the Company along with interest accrued (if any) thereon to ‘Investor Education and Protection Fund (IEPF) constituted by the Central Government. Accordingly, the Company had transferred to IEPF H8,00,334/- in respect of Members whose dividend were unpaid/ unclaimed for the Financial Years 2014-15 (Final) and 2015-16 (Interim). Members are requested to note that the unclaimed dividend amount for the Financial Year ended 31st March, 2017 will be due for transfer to IEPF on 8th September, 2024. In view of this, the Shareholders who have not claimed the dividend for this period and for subsequent periods, are requested to lodge their claim with the Company. The Company regularly sends reminder letters through electronic and/or physical means to all those shareholders whose dividend are lying unclaimed for any year/(s) during the last seven years requesting them to claim the same.

Pursuant to provisions of Section 124(6) of the Act, read with IEPF Rules, all shares on which dividend has not been paid or claimed for seven or more consecutive years are required to be transferred to IEPF. Accordingly, as on date, your Company has transferred 114264 shares (on which dividend remained unpaid or claimed for seven or more consecutive years) held by 447 shareholders to the demat account of IEPF authority. The Company had communicated to all the concerned shareholders individually whose shares were liable to be transferred to IEPF, requesting the shareholders to claim their dividends in order to avoid transfer of shares/dividend to the IEPF. The Company had also given newspaper advertisements, before making such transfer. In accordance with the provisions of IEPF Rules, the Company has also placed on its website www.centuryply. com, information on dividends which remain unclaimed with the Company as on the date of closure of financial year. The information is also available on the website of the Ministry of Corporate Affairs.

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

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

ANNEXURES

Annexures forming part of this Boards Report

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

Annexure Particulars

1 Statement containing salient features of the financial statements of subsidiaries/ associate companies/ joint ventures

2 Details of Loans, Guarantees and Investments

3 Secretarial Audit Report

4 Particulars of Employees and Managerial Remuneration

5 Remuneration Policy

6 Dividend Distribution Policy

7 Report on Corporate Social Responsibility

8 Business Responsibility and Sustainability Report

9 Particulars of conservation of energy, technology absorption and foreign exchange earnings and outgo

APPRECIATIONS AND ACKNOWLEDGEMENTS

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

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

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

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

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

For and on behalf of the Board of Directors
Sajjan Bhajanka
(DIN: 00246043)
Kolkata, 4th August, 2023

Chairman & Managing Director