To
The Members,
Your Directors have pleasure in presenting their 33rdAnnual Report on the
business and operations of the Company along with the Audited Accounts of the Company for
the Financial Year ended March 31, 2023.
Financial highlights
A brief summary of the Company's standalone and consolidated financial performance
during the year ended March 31, 2023, is given below:
(Rs in Lakhs)
Pa3iculars |
2022-23 |
2021-22 |
|
Standalone |
Consolidated |
Standalone |
Consolidated |
Turnover |
1,63,884.38 |
1,84,127.16 |
1,37,145.18 |
1,55,736.75 |
Profit before Exceptional items, Finance charges, Tax, |
16,196.35 |
18,445.31 |
14,356.00 |
16,016.37 |
Depreciation/Amoization (PBITDA) |
|
|
|
|
Less: Finance Charges |
615.48 |
2,624.71 |
578.03 |
1,193.15 |
Profit before Exceptional items, Depreciation/ |
15,580.87 |
15,820.60 |
13,777.97 |
14,823.22 |
Amoization (PBTDA) |
|
|
|
|
Less: Depreciation |
2,074.81 |
3,646.08 |
1,860.72 |
2,584.60 |
Net Profit before Exceptional items & Taxation (PBT) |
13,506.06 |
12,174.52 |
11,917.25 |
12,238.62 |
Exceptional items |
(676.68) |
962.00 |
- |
- |
Net Profit before Taxation (PBT) |
12,829.38 |
13,136.52 |
11,917.25 |
12,238.62 |
Provision for taxation |
1894.86 |
1,918.13 |
3,035.92 |
3,026.32 |
Profit/(Loss) aer Taxation (PAT) |
10,934.52 |
11,218.39 |
8,881.33 |
9,212.30 |
Share of profit/(loss) of Joint Venture |
N.A. |
(22075.21) |
N.A. |
260.27 |
Profit/(Loss) aer Taxation and share of profit/(loss) |
10,934.52 |
9,143.18 |
8,881.33 |
9,472.57 |
of Joint Venture |
|
|
|
|
Profit/(Loss) aer Taxation for the year |
10,934.52 |
9,143.18 |
8,881.33 |
9,472.57 |
Result of operations and the state of Company's affairs
During the year under review, your Company continued to grow with revenue of Rs
1,63,884.38 Lakhs as against Rs 1,37,145.18 Lakhs in the previous year. Profit for the
year 2022-2023 was Rs 10,934.52 lacs as against Rs 8,881.33 lacs in the previous year.
As per the consolidated financial statements, the revenue and profit for the year
2022-2023 were Rs 1,84,127.16 Lakhs and Rs 9,143.18 lakhs respectively as against Rs
1,55,736.75lacs and H 9,472.57 lacs in the previous year.
Your Company remains committed to sustainable growth and have strategically prioritized
initiatives to build a strong and capable team, introduced cutting-edge technologies in
the manufacturing process, and enhance the Company's capacities for plywood and allied
products. Your Company constantly strives to enhance its efforts to manufacture
sustainably. Your Company believes that it is the responsibility of the Company to
safeguard the environment and contribute positively to the communities. The real estate
sector witnessed a sustained recovery, fueled by positive consumer sentiments towards
homeownership in semi-urban and rural areas, which bolstered our sales momentum. While
your Company encountered challenges such as the rise in timber costs impacting our
operating margins, our resilience and focused efforts resulted in stable operational and
financial performance.
The Company's product line is diverse to meet the needs of its customers. The Company's
extensive product line comprises of plywoods and blockboards, decorative veneers, flush
doors, speciality plywood, and Polyvinyl Chloride (PVC) products. The Company has been
continuously driving product innovation ensuring a steady supply of safe products to its
consumers. Plywood in India has matured from commodity to brand. Currently, Indian plywood
industry is at a stage of consolidation with better pricing and customer experience. The
Company has a wide range of product basket that spans across every price point catering to
requirements of premium to mass segment consumers.
Your Company continues to retain and reinforce its market share under organised sector
with a pan India distribution network comprising of distributors/dealers and retailers.
Your Company makes eco-friendly and zero-emission (emits insignificant quantities of
formaldehyde as per E-0 and E-1 formaldehyde emission criteria) plywood in an effort to
reduce its carbon footprint. Greenply manufactures specialty plywood for varied
applications, including railways, automobiles, and construction-specific architectural
structures. Due to its excellent quality and performance, the super- strong, highly
compressed plywood can be used in a variety of industries.
Product Expansion, Present Scenario and Business Outlook
The Company believes that the near term outlook is positive on account of its wide
product portfolio, increased brand visibility, and consumer demand revival. Plywood market
is one of the major verticals within the interior infrastructure segment. Your Company is
currently operating primarily in the structural sphere of interior infrastructure domain
with almost all the products in its basket catering to the structural needs of the
diversified customers.Your company also focused on the value-added products to improve
margin.
Your Company remains optimistic due to the resilient demand in the residential sector
and the shift towards organized segments. The government's continued focus on
infrastructure activities further opens opportunities for growth. Your Company has an
ability to meet the growing demand and maintain the position as one of the leading plywood
companies in India on the back of its core strengths, including innovative capabilities,
strong brand presence, established distribution network, and diverse product portfolio.
Your Company has implemented robust policies to streamline its operations and improve
customer satisfaction. Moving ahead, your Company will continue prioritising improved
credit control, faster turn around time for sales orders as a result of process automation
to achieve optimum results.
The Board of Directors of the Company at its meeting held on 4th August,
2021, had approved acquisition of M/s. Greenply Speciality Panels Private Limited
(formerly Baahu Panels Pvt. Ltd.), as a wholly owned subsidiary of the Company for
setting-up of a new unit in Village: Sherpura, Taluka: Savli, District: Vadodara, Gujarat
for manufacturing of Medium Density Fibreboard (MDF) under the said Wholly Owned
Subsidiary. The commercial production of Medium-density Fibreboard (MDF) at the said new
production unit has been commenced on May 5, 2023.
The Board of Directors of Greenply Industries Limited, at its meeting held on May 8,
2023, accorded its consent to enter into a Joint Venture agreement with SAMET B.V., a
company duly incorporated under the laws of Netherlands and having its registered office
at Weesperstraat 61, 1018 VN, Amsterdam, the Netherlands, for manufacturing and selling
functional furniture hardware such as slide systems for wooden and metallic drawers, hinge
systems, lift-up systems and other connection fittings etc. through a manufacturing
facility in India. Greenply Industries Limited will invest an amount of approximately H 34
Crs in the joint venture over a period of next 4 years.
In this connection, the Board also approved incorporation of a Joint Venture (JV)
Company in the name of "Greenply Samet India Private Limited" or such other name
as mutually agreed by the Company and SAMET B.V. and as may be approved by the concerned
Registrar of Companies. The said JV Company to be incorporated shall be on equal
shareholding basis (1:1) as a private limited company in accordance with Indian laws.
The Company foresees robust growth marked by resurgence in demand from the real estate
sector. Looking forward, your Company maintains a positive outlook for the plywood and
allied product segment driven by the ongoing recovery in the real estate sector and
consumer shift towards branded products. This will be driven by consumer shift towards
branded and eco-friendly products, rising affordability and urbanisation. Although the
volatility in raw material costs prevails, the Company is confident of managing the
situation and maintain the growth trajectory.
Subsidiaries and Joint Venture
Presently, your Company has two overseas wholly owned subsidiaries viz.(i) Greenply
Holdings Pte. Ltd., Singapore, which is holding the investment in Greenply Alkemal
(Singapore) Pte. Ltd., Singapore. (ii) Greenply Middle East Limited, Dubai, UAE, which is
managing, controlling and holding investment in Greenply Gabon SA, Gabon, West Africa and
also engaged in general trading business. Also, your Company has two Indian wholly owned
subsidiary namely (i) Greenply Sandila Private Limited and (ii) Greenply Speciality Panels
Private Limited (formerly Baahu Panels Private Limited).
Greenply Sandila Private Limited was incorporated on 24th May, 2021 for
manufacturing of plywood and its allied products and Baahu Panels Pvt. Ltd. was acquired
on 4th August, 2021 as a wholly owned subsidiary of the Company with objective
for setting-up of a new unit in Village: Sherpura, Taluka: Savli, District: Vadodara,
Gujarat for manufacturing of Medium Density Fibreboard (MDF).
Further, your Company has an overseas step-down wholly owned subsidiary viz. Greenply
Gabon SA, Gabon, West Africa, (Subsidiary of Greenply Middle East Limited, Dubai, UAE)
having manufacturing unit at Nkok SEZ in Gabon, West Africa. The same is engaged in the
business of manufacturing and marketing of veneers.
Your Company also has one step-down overseas joint venture namely Greenply Alkemal
(Singapore) Pte. Ltd. (a joint venture company of Greenply Industries Limited, India
through its wholly owned subsidiary Greenply Holdings Pte. Ltd., Singapore and Alkemal
Singapore Pvt. Ltd., Singapore) engaged in the business of trading and marketing of
commercial veneers and panel products. Further, the joint venture company also control the
Myanmar based company i.e. Greenply Industries (Myanmar) Pvt. Ltd., which is engaged in
the business of manufacturing and trading of veneer and lumber.
During the year review, no company has become or ceased to be subsidiaries, joint
ventures or associate companies of the Company.
The statement in form AOC-1 containing the salient features of the financial statements
of subsidiaries/associate companies/joint ventures pursuant to first proviso to subsection
(3) of section 129 read with rule 5 of Companies (Accounts) Rules, 2014 is annexed to this
Report.
Further, the contribution of Greenply Holdings Pte. Ltd., Singapore, Greenply Middle
East Limited (U.A.E.), Greenply Gabon S.A. (West Africa) (wholly owned subsidiary of
Greenply Middle East Limited), Greenply Speciality Panels Private Limited (India) and
Greenply Sandila Private Limited (India) and Greenply Alkemal (Singapore) Pte. Ltd., Joint
Venture to overall performance of the Company during the year under review is as mentioned
below:
|
Net assets (total assets minus total liabilities) |
Share in profit or loss |
|
As % of consolidated net assets |
Rs in Lakhs |
As % of consolidated profit or loss |
Rs in Lakhs |
Holding Company |
|
|
|
|
Greenply Industries Limited |
97.77% |
62,948.22 |
119.59% |
10,934.52 |
Subsidiaries: |
|
|
|
|
Indian |
|
|
|
|
Greenply Sandila Private Limited |
0.74% |
477.36 |
5.54% |
506.23 |
Greenply Speciality Panels Private Limited |
-0.91% |
(588.01) |
-4.67% |
(426.72) |
Foreign |
|
|
|
|
Greenply Holdings Pte. Limited |
-2.58% |
(1,660.96) |
-0.10% |
(8.76) |
Greenply Middle East Limited ^ |
3.66% |
2,355.27 |
-15.93% |
(1,457.60) |
Joint venture: |
|
|
|
|
Foreign |
|
|
|
|
Greenply Alkemal (Singapore) Pte. Limited |
-0.99% |
(640.07) |
-22.70% |
(2,075.21) |
Non-controlling interests in all subsidiaries |
0.00% |
- |
0.00% |
- |
Adjustment arising out of consolidation |
2.31% |
1,489.96 |
18.27% |
1,670.72 |
At 31 March 2023 |
100.00% |
64,381.77 |
100.00% |
9,143.18 |
|
Share in other comprehensive income |
Share in total comprehensive income |
|
As % of consolidated other comprehensive income |
Rs in Lakhs |
As % of consolidated profit or loss |
Rs in Lakhs |
Holding Company |
|
|
|
|
Greenply Industries Limited |
15.14% |
38.03 |
116.80% |
10,972.55 |
Subsidiaries: |
|
|
|
|
Indian |
|
|
|
|
Greenply Sandila Private Limited |
0.00% |
(0.17) |
5.53% |
506.06 |
Greenply Speciality Panels Private Limited |
0.00% |
0.38 |
-4.66% |
(426.34) |
|
Share in other comprehensive income |
Share in total comprehensive income |
|
As % of consolidated other comprehensive income |
Rs in Lakhs |
As % of consolidated profit or loss |
Rs in Lakhs |
Foreign |
|
|
|
|
Greenply Holdings Pte. Limited |
-0.48% |
(1.21) |
-0.11% |
(9.97) |
Greenply Middle East Limited ^ |
85.34% |
214.21 |
-13.25% |
(1,243.39) |
Joint venture: |
|
|
|
|
Foreign |
|
|
|
|
Greenply Alkemal (Singapore) Pte. Limited |
0.00% |
- |
-22.09% |
(2,075.21) |
Non-controlling interests in all subsidiaries |
0.00% |
- |
0.00% |
- |
Adjustment arising out of consolidation |
0.00% |
- |
17.78% |
1,670.72 |
At 31 March 2023 |
100.00% |
251.24 |
100.00% |
9,394.42 |
^ includes a wholly owned step-down subsidiary Company - Greenply Gabon SA
Consolidated financial statements
For the period under review, the Company has consolidated the financial statements of
its wholly owned subsidiaries viz. Greenply Holdings Pte. Ltd., Singapore, Greenply Middle
East Limited, Dubai (UAE), Greenply Sandila Private Limited, India and Greenply Speciality
Panels Private Limited (formerly Baahu Panels Private Limited), India. In accordance with
Section 136(1) of the Companies Act, 2013, the Annual Report of the Company, containing
therein its standalone and the consolidated financial statements has been placed on the
website of the Company, www.greenply.com/investors. Further, as per the said section,
audited annual accounts of the subsidiary companies and Joint Venture Company have also
been placed on the website of the Company, www.greenply.com/investors. Shareholders
interested in obtaining a physical copy of the audited annual accounts of the subsidiary
companies and Joint Venture Company may write to the Company Secretary at the Company's
registered office. A statement containing salient features of the financial statements of
subsidiary/ associate companies/joint venture in form AOC -1 is annexed to this Report.
Credit Rating
During the year, "Credit Analysis and Research Ltd. (CARE)"and "India
Ratings & Research" have re-affirmed our external credit rating for both long
term and short-term borrowings as detailed below:
Rating Agency |
Instrument |
Rating |
CARE |
Banking Facilities - Long Term |
CARE AA- |
CARE |
Banking Facilities - Sho_ Term |
CARE A1+ |
India Ratings & Research |
Banking Facilities - Long Term |
IND AA- |
India Ratings & Research |
Banking Facilities - Sho_ Term |
IND A1+ |
India Ratings & Research |
Sho_ Term Debt (including Commercial Paper) |
IND A1+ |
Above credit rating reflects Company's commitment and capability to persistent growth
through prudence and focus on financial discipline.
Dividend
Your Directors recommend a final dividend of 50% i.e. Re. 0.50 per equity share
(compared to previous year of 50% i.e.Re.0.50 per equity share of Re.1/-each) on the
equity shares of the Company of Re.1/- each for financial year 2022-2023.
The dividend payment is subject to approval of members at the ensuing Annual General
Meeting. The dividend pay-out is in accordance with the Dividend Distribution Policy of
the Company adopted by the Board of Directors in their meeting held on July 25, 2016 and
amended on February 8, 2019. The Dividend Distribution Policy of the Company is annexed to
this
Report and also has been uploaded on the website of the Company available at the
weblink at https://www.greenply. com/assets/investors/11/original/Dividend_Distribution_
Policy.pdf?1564572436
Transfer to Reserves
No amount has been proposed to be transferred to the General Reserve during the
Financial Year 2022-23.
Details of the transfer(s) to the IEPF
Pursuant to the provisions of the Companies Act, 2013, dividends that are unpaid/
unclaimed for a period of seven years are required to be transferred by the Company to the
Investor Education and Protection Fund (IEPF) administered by the Central Government.
Given below are the dates of declaration of dividend and corresponding dates when
unpaid/unclaimed dividends are due for transfer to IEPF:
Financial Year ended |
Date of declaration of dividend |
Due Date for transfer to IEPF |
31.03.2015 |
25.08.2015 |
30.09.2022 |
31.03.2016 |
23.08.2016 |
28.09.2023 |
31.03.2017 |
21.08.2017 |
26.09.2024 |
31.03.2018 |
28.08.2018 |
03.10.2025 |
31.03.2019 |
30.09.2019 |
05.11.2026 |
31.03.2020 |
30.09.2020 |
05.11.2027 |
31.03.2021 |
15.09.2021 |
21.10.2028 |
31.03.2022 |
21.09.2022 |
27.10.2029 |
Pursuant to the provisions of Investor Education and Protection Fund (Uploading of
information regarding unpaid and unclaimed amounts lying with companies) Rules, 2012, the
Company has uploaded the details of unpaid and unclaimed amounts lying with the Company as
on 21st September, 2022 (date of previous Annual General Meeting) on the
Company's website https://www.greenply. com/investors and on the website of the Ministry
of Corporate Affairs.
Further, as per the Investor Education and Protection Fund Authority (Accounting,
Audit, Transfer and Refund) Rules, 2016, (hereinafter referred to as the IEPF Rules, 2016)
read with Section 124 of the Companies Act, 2013, in addition to the transfer of the
unpaid or unclaimed dividend to Investor Education and Protection Fund (hereinafter
referred to as "IEPF"), the Company shall be required to transfer the underlying
shares on which dividends have remained unpaid or unclaimed for a period of seven
consecutive years to IEPF Demat Account. Accordingly, till date total 38,012equity shares,
as detailed below, in respect of which dividend was unpaid or unclaimed for a consecutive
period of seven (7) years or more had been transferred to the Investor Education and
Protection Fund ("IEPF") of the Central Government from time to time. Out of
this, during 2021-22, one shareholder, whose shares were transferred to the De-mat account
of IEPF Authority, claimed and received his 2000 shares from IEPF Authority.
Year of Transfer of Equity Shares to IEPF |
No. of Equity Shares Transferred to IEPF |
No. of shares claimed from IEPF |
Balance lying in IEPF De- mat account |
2017-18 |
30,185 |
- |
36,012 |
2019-20 |
7,000 |
- |
|
2020-21 |
614 |
- |
|
2021-22 |
- |
2,000 |
|
2022-23 |
213* |
- |
|
Total |
38,012 |
2000 |
36,012 |
* Due to some technical issue, out of total 213 equity shares, transfer of 80 equity
shares to IEPF De-mat account was completed in April 2023.
Details of above shares are available in the Company's website and can be viewed at
www.greenply.com
The members who have a claim for the dividends and shares already transferred to IEPF
may claim the same from IEPF Authority by submitting an online application in web Form No.
IEPF-5 available on the website www.iepf.gov.in and sending a physical copy of the same,
duly signed to the Company, along with requisite documents enumerated in the Form No.
IEPF-5. No claims shall lie against the Company in respect of the dividend and shares so
transferred.
Share Capital
During the year under review, the Nomination and Remuneration Committee of the Board of
Directors of the Company issued and allotted equity shares of face value of Re. 1/- each
(fully paid-up) as detailed below from time to time to the eligible employees of the
Company for cash at a price of H 55/- per equity share (including a premium of H 54/- per
share), aggregating to H 1,36,95,000/- under Greenply Employee Stock Option Plan 2020
("ESOP 2020"/ "Plan"). Accordingly, the equity share capital of the
Company was increased from H 12,26,27,395/-(12,26,27,395 equity shares of Re.1 each) to H
12,28,76,395/- (12,28,76,395 equity shares of Re.1 each).
Sr. No. |
Date of allotment |
No. of shares allo ed under ESOP 2020 |
1. |
16.05.2022 |
1,89,250 |
2. |
05.08.2022 |
47,250 |
3. |
07.11.2022 |
8,750 |
4. |
13.02.2023 |
3,750 |
|
TOTAL |
2,49,000 |
De-mat Suspense Account/Unclaimed Suspense Account
The details with respect to de-mat suspense account / unclaimed suspense account are as
follows:
Sl. No. |
Particulars |
No. of shareholders |
Outstanding Shares |
1. |
Aggregate number of shareholders and the outstanding shares in the
Suspense Account lying as on April 1, 2022; |
5 |
3020 |
2. |
Shareholders who approached the Company for transfer of shares from
Suspense Account during the year; |
NIL |
NIL |
3. |
Shareholders to whom shares were transferred from the Suspense Account
during the year; |
NIL |
NIL |
4. |
Shareholders whose shares are transferred to the demat account of the
IEPF Authority as per Section 124 of the Act |
2 |
20 |
5. |
Aggregate number of shareholders and the outstanding shares in the
Suspense Account lying at the end of the year; |
3 |
3000 |
The voting rights on the shares outstanding in the "Greenply Industries Limited -
Unclaimed Suspense Account" as on March 31, 2023 shall remain frozen till the
rightful owner of such shares claims the shares.
Directors and Key Managerial Personnel
In accordance with the provisions of the Companies Act, 2013 and the Articles of
Association of the Company, Mr. Sanidhya Mittal [DIN-06579890], Joint Managing Director of
the Company, will retire by rotation at the ensuing Annual General Meeting and is eligible
for re-appointment. The details of Mr. Sanidhya Mittal [DIN-06579890] as required under
Listing Regulations and SS-2 has been provided in the notice of 33rd AGM and
Corporate Governance Report.
None of the Directors of your Company is disqualified under the provisions of Section
164(2)(a)&(b) of the Companies Act, 2013 and a certificate dated 10thApril,
2023 received from a Practising Company Secretary Ms. Nidhi Bagri, Proprietor of Nidhi
Bagri & Company certifying that none of the directors on the Board of the Company has
been debarred or disqualified from being appointed or continuing as directors of the
companies by the Securities and Exchange Board of India, Ministry of Corporate Affairs or
any such other Statutory Authority is annexed to the Corporate Governance Report.
All the Independent Directors of the Company have complied with the requirement of
inclusion of their names in the Data bank of Independent Directors maintained by Indian
Institute of Corporate Affairs. Mr. Vinod Kumar Kothari, Mr. Susil Kumar Pal and Ms.
Sonali Bhagwati Dalal are not required to pass the online proficiency self-assessment test
as per the first proviso of Rule 6(4) of the Companies (Appointment and Qualification of
Directors) Rules, 2014 whereas Mr. Upendra Nath Challu and Ms. Vinita
Bajoria has successfully qualified the online proficiency self-assessment test for
Independent Director's Databank. Further, in the opinion of the Board of Directors, the
Independent Directors of the Company are persons of integrity and possess relevant
expertise and experience.
None of the Directors or Key Managerial Personnel were appointed or resigned from the
Company during the year under review.
Declaration by Independent directors
For the financial year 2022-23, all the Independent Directors of the Company have given
their declarations to the Company that they meet the criteria of independence as provided
in Section 149(7) read with Section 149(6) of the Companies Act, 2013 and Regulation 16 of
Listing Regulations.
Meetings of the Board of Directors
Six(6) Board Meetings were held during the financial year ended 31st March,
2023. The details of the Board Meetings with regard to their dates and attendance of each
of the Directors there at have been provided in the Corporate Governance Report.
Performance Evaluation
Pursuant to the provisions of the Companies Act, 2013 and Listing Regulations, the
Board has carried out the annual performance evaluation of the Directors individually as
well as evaluation of the working of the Board as a whole and of the Committees of the
Board, by way of individual and collective feedback from Directors.
Pursuant to Para VII of Schedule IV of the Companies Act, 2013 (Act, 2013') and
applicable provisions of the Securities and Exchange Board of India (Listing Obligations
and Disclosure Requirements) Regulations, 2015 (Listing Regulations'), a meeting of
the Independent Directors (IDs') of the Company was convened on 20thMarch,2023
to perform the following:
review the performance of the Chairperson of the Company, taking into account
the views of executive directors and non-executive directors;
review the performance of non-independent directors and the Board as a whole;
assess the quality, quantity and timeliness of flow of information between the
Company management and the Board that is necessary for the Board to effectively and
reasonably perform their duties
Further, the Nomination and Remuneration Committee also evaluated the performance of
all the directors of the Company.
The overall recommendations based on the evaluation were discussed by the Board. It was
noted that the Board Committees function professionally and smoothly, and besides the
Board Committees' terms of reference as mandated by law, important issues are brought up
and discussed in the respective Board Committees. Progress on recommendations from last
year and the current year's recommendations were discussed. Apart from the other key
matters, the aspects of succession planning and committee composition were also discussed.
The criteria for evaluation are briefly provided below:
a. For Independent Directors:
- General parameters
- Roles& responsibilities to be fulfilled as an Independent director
- Participation in Board process.
b. For Executive & Non-executive Directors:
- Governance
- Strategy
- Stakeholder focus
- Communication& influence
- Quality or capability
- Performance improvement
- Financial & risk awareness
The result of review and evaluation of performance of Board, it's Committees and of
individual Directors was found to be satisfactory.
Familiarisation Programme
The details of the familiarisation programme undertaken during the year have been
provided in the Corporate Governance Report along with the web link thereof.
Managerial Remuneration
As per the provisions of Section 197(12) of the Companies
Act,2013readwithRule5(1)oftheCompanies(Appointment and Remuneration of Managerial
Personnel) Rules, 2014 including any amendment thereof, the Company is required to
disclose the following information in the Board's Report.
(a) ratio of the remuneration of each director to the median remuneration of the
employees of the Company for the financial year 2022-23;
Name |
Designation |
Ratio to median remuneration of employees |
Mr. Rajesh Mi al |
Chairman cum Managing Director |
285.63 |
Mr. Sanidhya Mi al |
Joint Managing Director |
111.40 |
Mr. Manoj Tulsian |
Joint Managing Director & Chief Executive Officer |
320.95 |
Mr. Susil Kumar Pal |
Independent Director |
7.24 |
Mr. Vinod Kumar Kothari |
Independent Director |
7.24 |
Ms. Sonali Bhagwati Dalal |
Independent Director |
7.24 |
Mr. Upendra Nath Challu |
Independent Director |
7.24 |
Ms. Vinita Bajoria |
Independent Director |
7.24 |
(b) percentage increase in remuneration of each director, Chief Financial Officer,
Chief Executive Officer, Company Secretary or Manager, if any, in the financial year
2022-23;
Name |
Designation |
% Increase |
Mr. Rajesh Mi al |
Chairman cum Managing Director |
-1% |
Mr. Sanidhya Mi al |
Joint Managing Director |
-3% |
Mr. Manoj Tulsian |
Joint Managing Director & Chief Executive Officer |
28% |
Mr. Susil Kumar Pal |
Independent Director |
0% |
Mr. Vinod Kumar Kothari |
Independent Director |
0% |
Ms. Sonali Bhagwati Dalal |
Independent Director |
0% |
Mr. Upendra Nath Challu |
Independent Director |
0% |
Ms. Vinita Bajoria* |
Independent Director |
- |
Mr. NitinkumarDagdulal Kalani* |
Chief Financial Officer |
- |
Mr. Kaushal Kumar Agarwal |
Company Secretary & Vice President-Legal |
12% |
* The % change in remuneration is not comparable as the said Director and Chief
Financial Officer appointed during the previous financial year and held the position for a
part of the previous financial year.
(c) percentage increase in the median remuneration of employees in the financial year
2022-23;
-1.99%
(d) number of permanent employees on the rolls of Company;
2596
(e) average percentile increase already made in the salaries of employees other than
the managerial personnel in the last financial year and its comparison with the percentile
increase in the managerial remuneration and justification thereof and point out if there
are any exceptional circumstances for increase in the managerial remuneration;
-9.91% (non-Managerial personnel) 11.26% (Managerial Personnel)
(f) We hereby affirm that the remuneration paid to the Executives is as per the
Remuneration Policy of the Company approved by the Board of Directors.
(g) Managing Directors and Whole-time Directors of the Company do not receive any
commission from its subsidiary companies.
All elements of remuneration package as required under Listing Regulations have been
provided in the Corporate Governance Report.
Statutory Auditors and their report
The Shareholders of the Company at their 32ndAnnual General Meeting held on
21.09.2022, approved appointment of M/s. B S R & Co. LLP, Chartered Accountants (ICAI
Firm Registration No. 101248W/W-100022) as the Statutory
Auditors of the Company to hold office for a further term of 5 (five) consecutive years
i.e. from the conclusion of 32nd Annual General Meeting, until the conclusion
of the 37th Annual General Meeting to be held in Financial Year 2027.
The Notes on Financial Statements referred to in the Auditors' Report are
self-explanatory and, therefore, do not call for further clarification. The Statutory
Auditor's Report for Financial Year ended March 31, 2023 does not have any qualification
and adverse remark.
Cost Auditors
During the year under review, cost audit was not applicable to the Company.
Internal Auditor
The Company has in-house Internal Audit team headed by qualified and experienced
Executives. The scope, functioning, periodicity and methodology for conducting internal
audit were approved by the Board of Directors and reviewed by the Audit Committee from
time to time. Further, the Audit committee discussed and reviewed the adequacy of internal
audit function, including the structure of the internal audit department, staffing and
seniority of the official, heading the department, reporting structure coverage and
frequency of internal audit.
Secretarial Auditors & their Report
Pursuant to the provisions of Section 204 of the Act, read with the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors
of the Company has appointed M/s. Nidhi Bagri & Company, Practising Company Secretary
(Membership No. ACS 24765/ COPNo.9590), Kolkata, to conduct Secretarial Audit for the
financial year 2022-2023. The Secretarial Audit Report of M/s. Nidhi Bagri & Company,
Practising Company Secretary, in Form MR-3, for the financial year ended 31st
March, 2023, is annexed to this report. The Secretarial Auditor's report does not contain
any qualifications, reservations, or adverse remarks or disclaimer.
The Secretarial Audit Report of M/s. Nidhi Bagri & Company, Practising Company
Secretary, in Form MR-3, for the financial year ended 31st March, 2023, is
annexed to this report. The Secretarial Auditor's report does not contain any
qualifications, reservations, or adverse remarks or disclaimer.
Secretarial Audit of Material Unlisted Subsidiary Company
M/s. DKS & Co., Practising Company Secretaries, had undertaken the Secretarial
audit of the Company's material subsidiary, Greenply Speciality Panels Private Limited
(formerly known as Baahu Panels Private Limited), for the financial year 2022-23. The
Secretarial Audit report confirms that the material subsidiary has complied with the
provisions of the Companies Act, Rules, Regulations and Guidelines as applicable, and that
there were no deviations or non-compliance. As required under Regulation 24A of the SEBI
Listing Regulations, the report of the Secretarial Audit is annexed to this report. The
observations of Secretarial Auditors mentioned in the Secretarial Audit Report of said
material subsidiary are self-explanatory.
Disclosure on Employee Stock Option Plan/ Scheme
The members of the Company, with a view to motivate the key work force seeking their
contribution to the corporate growth, to create an employee ownership culture, to attract
new talents, and to retain them for ensuring sustained growth, passed the resolutions
through postal ballot including e-voting on 15th October, 2020 for approval of
ESOPs) and 23rd December, 2020 for modification and introducing Greenply
Employee Stock Option Plan 2020' ("ESOP 2020"/"Plan").
The resolutions also accorded approval to the Board of Directors / Nomination and
Remuneration Committee of the Company to create, grant and vest from time to time, in one
or more tranches, not exceeding 54,00,000 (Fifty-four lakhs only) employee stock options,
to or for the benefit of such person(s) who are in permanent employment of the Company and
its subsidiary company(ies).
The Nomination and Remuneration Committee at its meeting held on 17th March
2021, approved the grant of 13,44,500 stock options exercisable into 13,44,500 Equity
Shares of Re.1/- each of the Company to the eligible employees including Joint Managing
Director & CEO. Further, the Nomination and Remuneration Committee at its meeting held
on 16th March 2022, approved the grant of 10,00,000 stock options exercisable
into 10,00,000 Equity Shares of Re.1/- each of the Company to the Joint Managing Director
& CEO of the Company. The Nomination and Remuneration Committee at its meeting held on
20th March, 2023, approved further grant of up to 3,03,240 stock options exercisable into
3,03,240 Equity Shares of Re. 1 each of the Company. ESOP 2020 is in compliance with the
applicable provisions of the Companies Act, 2013 and the Rules issued thereunder, SEBI
(Share Based Employee Benefits & Sweat Equity) Regulations, 2021 and other applicable
regulations, if any.
The disclosures as required under Companies (Share Capital and Debentures) Rules, 2014
and Employee Benefit Regulations as on 31st March 2023is as under:
Number of Options outstanding at the beginning of the year (01.04.2022) |
21,12,750 |
Options granted during the financial year 2022-23 |
3,03,240 |
Options vested during the financial year 2022-23 |
9,82,250 |
Options exercised during the financial year 2022-23 |
4,80,250 |
The total number of shares arising as a result of exercise of option
during the year 2022-23 |
2,49,000 |
Options lapsed during the year 2022-23 |
21,250 |
Exercise Price (Rs) |
55 |
Variation of terms of options during the year 2022-23 |
No variation |
Money realized by exercise of options during the year 2022-23 |
INR 2,64,13,750 |
Number of options outstanding at the end of the year 31.03.2023 |
19,14,490 |
Number of options exercisable at the end of the year 31.03.2023 |
8,11,250 |
Employee wise details of options granted to: |
|
1. Senior managerial personnel: |
|
a) Mr. Raman Kumar Poddar (SMP) |
30,000 |
b) Mr. Srinivas Tata (SMP) |
30,000 |
c) Mr. Manish Bhatia (SMP) |
30,000 |
d) Mr. Gourav Khandelwal (SMP) |
25,000 |
e) Mr. Gautam Jain (SMP) |
20,000 |
f) Mr. Pa_ha Nath (SMP) |
15,000 |
g) Mr. Dinesh Gupta (SMP) |
15,000 |
h) Mr. Yatnesh Pandey (SMP) |
18,000 |
i) Mr. Indranil Roy (SMP) |
10,000 |
j) Mr. Narendra Kumar Puhan (SMP) |
10,000 |
k) Mr. Nagendra Acharya |
10,000 |
l) Ms. Shalu Bhola |
15,000 |
2. Any other employee who receives a grant of options in any one year
of option amounting to five percent or more of options granted during the year 2022-23 |
Nil |
3. Identified employees who were granted option, during any one year,
equal to or exceeding one percent of the issued capital (excluding outstanding warrants
and conversions) of the company at the time of grant during the year 2022-23. |
Nil |
There have been no material changes to the ESOP 2020 during the Financial Year and the
scheme is in the compliance with the said regulations.
The certificate from M/s. Nidhi Bagri & Company, Practising Company Secretary
(Membership No. ACS 24765/COP No.9590), Kolkata, Secretarial Auditors of the Company, for
the financial year 2022-23, confirming that the scheme has been implemented in accordance
with the aforesaid regulations and in accordance with the resolutions passed by the
Members of the Company through postal ballot including e-voting, would be placed before
the Members at the ensuing Annual General Meeting. A copy of the same will be available
for inspection at the Company's website and can be accessed on the weblink
www.greenply.com/ investors
The disclosures on the scheme, details of options granted, changes to the scheme, if
any, etc. are placed on the website of the Company as required under Employee Benefit
Regulations read with SEBI Circular No. CIR/CFD/POLICY CELL/2/2015 dated 16th
June, 2015 and can be accessed on the weblink www.greenply.com/investors.
In line with the Indian Accounting Standards ("Ind AS") 102 on 'Share Based
Payments' issued by the Ministry of Corporate Affairs in consultation with Accounting
Standards Board (ASB) of the Institute of Chartered Accountants of India
("ICAI") and the National Advisory Committee on Accounting Standards, your
Company has computed the cost of equity settled transactions by using the fair value of
the options at the date of the grant and recognized the same as employee compensation cost
over the vesting period. Further detailsas required under SEBI (Share Based Employee
Benefits & Sweat Equity) Regulations, 2021are disclosed in the notes to the financial
statements forming part of the Annual report.
Audit Committee
As on 31st March,2023, the Company's Audit Committee comprises of three
Non-Executive Independent Directors viz. Mr. Susil Kumar Pal, Mr. Vinod Kumar Kothari and
Mr. Upendra Nath Challu and one Executive-Promoter Director viz. Mr. Rajesh Mittal. The
Committee inter-alia reviews the Internal Control System, reports of Internal Auditors,
compliance of various regulations and evaluates the internal financial controls and risk
management system of the Company. The Committee also reviews at length the Financial
Statements and results before they are placed beforethe Board. The terms of reference of
the Audit Committee and other details have been provided in the Corporate Governance
Report. During 2022-2023, five meetings of the Audit Committee were held i.e. on 16th
May, 2022, 5th August, 2022, 22nd August, 2022, 7th
November, 2022, 13th February, 2023
Vigil mechanism
In pursuance to the provisions of section 177(9) & (10) of the Companies Act, 2013
and Regulation 22 of the Listing Regulations, Whistle Blower Policy' to establish
vigil mechanism for directors, employees and stakeholders or third party to report genuine
concerns had been framed and implemented. This policy provides a process to disclose
information, confidentially and without fear of victimization, where there is reason to
believe that there has been serious malpractice, fraud, impropriety, abuse or wrong doing
within the Company. The policy safeguards the whistle blowers to report concerns or
grievances and also provides a direct access to the Chairman of the Audit Committee.
During the year under review, none of the personnel has been denied access to the Chairman
of the
Audit Committee. The policy has been uploaded on the website of the Company and is
available at the weblink at https://www.greenply.com/assets/investors/722/original/
Vigil_Mechanism_Policy_%281%29.pdf?1682402162
Nomination and Remuneration Committee
As on 31st March,2023, the Company's Nomination and Remuneration Committee
comprises of four Non-Executive Independent Directors viz. Mr. Susil Kumar Pal, Mr. Vinod
Kumar Kothari, Mr. Upendra Nath Challu, Ms. Vinita Bajoria and one Executive-Promoter
Director Mr. Rajesh Mittal(Chairman cum Managing Director). The terms of reference and
other details of the Nomination and Remuneration Committee has also been provided in the
Corporate Governance Report. During 2022-2023, five meetings of Nomination and
Remuneration Committee were held i.e. on 16thMay, 2022, 5th August,
2022, 7th November, 2022, 13th February, 2023and 20th
March, 2023
The Remuneration Policy of the Company is uploaded on the website of the Company which
can be viewed at https://www.greenply.com/assets/investors/8/original/
Remuneration_policy.pdf?1564572312
However, brief outline of the Remuneration Policy is as follows:
The Remuneration Policy applies to all the "Executives" of the Company. The
Policy also helps the Company to attain Board diversity and creates a basis for succession
planning. In addition, it is intended to ensure that-
a) the Company is able to attract, develop and retain high-performing and motivated
Executives in a competitive international market;
b) the Executives are offered a competitive and market aligned remuneration package,
with fixed salaries being a significant remuneration component, as permissible under the
Applicable Law;
c) remuneration of the Executives are aligned with the Company's business strategies,
values, key priorities and goals.
In framing the aforesaid Remuneration Policy, the Nomination and Remuneration Committee
ensures that a competitive remuneration package for all Executives is maintained and is
also benchmarked with other multinational companies operating in national and global
markets.
The nomination of the Independent Directors of the Company shall be in accordance with
the principles as stated under the said Policy.
The assessments for Functional Heads are done on the basis of below parameters by the
concerned interview panel of the Company -
a) Competencies b) Capabilities c) Compatibility d) Commitment e) Character f) Strong
interpersonal skills g) Culture among others.
The various remuneration components would be combined to ensure an appropriate and
balanced remuneration package.
The five remuneration components are -
? fixed remuneration (including fixed supplements) ? performance based remuneration
(variable salary) ? pension schemes, where applicable ? other benefits in kind ?
severance payment, where applicable
The fixed remuneration is determined on the basis of the role and position of the
individual, including professional experience, responsibility, job complexity and local
market conditions.
The performance-based remuneration motivates and rewards high performers who
significantly contribute to sustainable results, perform according to set expectations for
the individual in question, and generates stakeholder value within the Group.
Any fee/remuneration payable to the Non-Executive directors of the Company shall abide
by the following norms -
i. If any such director draws or receives, directly or indirectly, by way of
fee/remuneration any such sums in excess of the limit as prescribed or without the prior
sanction, where it is required, under the Applicable law such remuneration shall be
refunded to the Company and until such sum is refunded, hold it in trust for the Company.
The Company shall not waive the recovery of any sum refundable to it; ii. Such directors
may receive remuneration by way of fee for attending meetings of the Board or Committee
thereof or for any other purpose whatsoever as may be decided by the Board, as permissible
under Applicable law;
iii. An independent director shall not be entitled to any stock option and may receive
remuneration only by way of fees and reimbursement of expenses for participation in
meetings of the Board or Committee thereof and profit related commission, as may be
permissible by the Applicable law.
Stakeholders Relationship Committee
As on 31st March, 2023, the Stakeholders Relationship Committee comprises
two executive Promoter Directors viz. Mr. Rajesh Mittal and Mr. Sanidhya Mittal, and one
Non-Executive Independent Director viz. Mr. Susil Kumar Pal. The detailed terms of
reference and other details of the Committee has been provided in the Corporate Governance
Report. During 2022-2023, four meetings of Stakeholders Relationship Committee were held
on 16thMay, 2022, 5th August, 2022, 7th November, 2022
and 13th February, 2023
Risk Management Policy
The Company recognizes that risk is inherent to any business activity and that managing
risk effectively is critical for the immediate and future success of any organisation.
Pursuant to Regulation 21 of SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 (SEBI LODR') the Company has a Risk Management Policy to identify,
evaluate risks and opportunities. This framework seeks to create transparency, minimize
the adverse consequence of risks on business objectives, enhance the Company's competitive
advantage and assist in decision making process. On the basis of risk assessment criteria,
your Company has identified risks as minor/moderate/ important/material or severe
depending on their impact on turnover, profit after tax and return on capital employed. A
risk library wherein the Company has allotted scores to the risks based on risk
significance and risk likelihood. On the basis of risk scores the Company has identified
few material risks for the organization. The risks scores were initially done at the level
of Operational Heads of Finance & Accounts, Sales, Production and HR and finally
assessment was done based on scores given by an internal committee of the Company.
However, the risks are dynamic and the Company will be adding new risks and removing some
of the existing risks as and when the Company develop solutions for the existing risks.
Accordingly, the Company has in place a mechanism to identify, assess, monitor and
mitigate various risks to key business objectives. The Audit Committee of the Board
evaluates risks management system of the company on quarterly basis.
Risk Management Committee
The Members of the Audit Committee at its Meeting held on 11th February,
2021 recommended to the Board to form a Risk Management Committee to give proper attention
and time on the evaluation of Risk Management System/Policy of the Company.
Accordingly on 11th February, 2021 the Risk Management Committee was
constituted, comprising of two executive directors Mr. Manoj Tulsian, Joint Managing
Director & CEO, Mr. Sanidhya Mittal, Joint Managing Director and the Chief Financial
Officer of the Company. Further, considering the SEBI (LODR) (Second Amendment)
Regulations, 2021 issued on 5th May, 2021 bringing in various amendments in
SEBI LODR, the Board of Directors had re-constituted the Risk Management Committee on 14th
June, 2021. The Company's Risk Management Committee currently comprises of, one Executive
- Non Promoter Director, one Executive - Promoter Director, two Non-Executive Independent
Directors and the Chief Financial Officer (CFO) of the Company. The Board of Directors
also defined the terms of reference of the said Committee. During 2022-23, two meetings of
the Risk Management Committee held on 5th August, 2022 and 30th
January, 2023.
Annual Return
The Annual Return as required under Section 92 and Section 134 of the Companies Act,
2013 read with Rule 12 of the Companies (Management and Administration) Rules, 2014 is
available on the Company's website at https://www.
greenply.com/pdfs/Annual_Return_2023.pdf
Material changes and commitments and change in the nature of business
Except as disclosed elsewhere in this Report, there have been no material changes and
commitments affecting the financial position of the Company since the close of financial
year i.e. since 31st March, 2023till the date of this Report. Further, it is
hereby confirmed that there has been no change in the nature of business of the Company
except as disclosed in this report.
Significant and material orders passed by the Regulators / Courts / Tribunals impacting
the going concern status and the Company's operations in future
Except as disclosed elsewhere in this Report, there is no significant and material
order has been passed by any Regulator/Court/Tribunals impacting the going concern status
and the Company's operations in future.
Internal financial controls
The Directors had laid down Internal Financial Controls procedures to be followed by
the Company which ensure compliance with various policies, practices and statutes in
keeping with the organization's pace of growth and increasing complexity of operations for
orderly and efficient conduct of its business. The Audit Committee of the Board, from time
to time, evaluated the adequacy and effectiveness of internal financial control of the
Company with regard to:
1. Systems have been laid to ensure that all transactions are executed in accordance
with management's general and specific authorization. There are well-laid manuals for such
general or specific authorization.
2. Systems and procedures exist to ensure that all transactions are recorded as
necessary to permit preparation of financial statements in conformity with generally
accepted accounting principles or any other criteria applicable to such statements, and to
maintain accountability for aspects and the timely preparation of reliable financial
information.
3. Access to assets is permitted only in accordance with management's general and
specific authorization. No assets of the Company are allowed to be used for personal
purposes, except in accordance with terms of employment or except as specifically
permitted.
4. The existing assets of the Company are verified/ checked at reasonable intervals and
appropriate action is taken with respect to any differences, if any.
5. Proper systems are in place for prevention and detection of frauds and errors and
for ensuring adherence to the Company's policies.
Further, the certificate from Joint Managing Director& CEO and Chief Financial
Officer, in terms of Regulation 17(8) of the SEBI Listing Regulations, provided in this
Annual Report, also certifies the adequacy of our Internal Control systems and procedures.
Insurance
Your Company's properties, including building, plant, machineries and stocks, among
others, are adequately insured against risks.
Particulars of loans/advances/investments as required under Schedule V of the Listing
Regulations
The details of related party disclosures with respect to loans/advances/investments at
the year end and maximum outstanding amount thereof during the year as required under Part
A of Schedule V of the Listing Regulations have been provided in the notes to the
Financial Statements of the Company. Further, there was no transaction with person or
entity belonging to the promoter/promoter group which hold(s) 10% or more shareholding in
the Company as per Para 2A of the aforesaid Schedule.
Loans/advances, guarantee and investments under Section 186 of the Companies Act, 2013
Details of loans/advances granted, guarantees given and investments made during the
year under review, covered under the provisions of Section 186 of the Companies Act, 2013
are disclosed in the financial statements attached to this annual report.
Amount outstanding as at 31st March, 2023
Particulars |
Amount (Rs in lacs) |
Loans given |
9,810.86 |
Investments made |
23,123.86 |
Guarantee given |
56,628.96 |
Public Deposits
During the Financial Year 2022-23, the Company did not invite, accepted or renewed any
public deposits under the Companies Act, 2013 including applicable rules made there under.
As such, no amount on account of principal or interest on public deposits was outstanding
as on the date of the Balance Sheet.
Listing of shares
The Equity Shares of the Company are listed on the BSE Limited (BSE) with scrip code
No. 526797 and on National Stock Exchange of India Limited (NSE) with scrip symbol
GREENPLY. The Company confirms that the annual listing fees to both the stock exchanges
for the financial year 2022-23 have been duly paid.
Related party transactions
There have been no materially significant related party transactions undertaken by the
Company which may have potential conflict with the interest of the Company. Related party
transactions that were entered into during the year under review were on arm's length
basis and were in ordinary course of business. The Particulars of material related party
transaction, if any, are provided in Form AOC-2 as required under section 134(3)(h) of the
Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014. Further,
suitable disclosure as required by the
Accounting Standards (Ind AS 24) has been made in the notes to the Financial
Statements.
The Board has approved a policy for related party transactions which has been uploaded
on the Company's website. The web link as required under Listing Regulations is as under:
https://www.greenply.com/assets/investors/5/
original/related_partyfitransactions_policy_14022022. pdf?1646389354
Corporate Governance
Your Company is committed to observe good Corporate Governance practices. The report on
Corporate Governance for the financial year ended March 31, 2023, as per Regulation 34(3)
read with Schedule V of the Listing Regulations forms part of this Annual Report and
annexed to this Report. The requisite certificate from M/s. Nidhi Bagri & Company,
practicing company secretary (Membership No. ACS 24765/ COP No. 9590), Kolkata confirming
compliance with the conditions of corporate governance, is attached to this Annual Report.
Management Discussion and Analysis Report
The Report on Management Discussion and Analysis Report in terms of Regulation 34, read
with Schedule V of the Listing Regulations, forms part of this Annual Report and is
annexed to this Report. Certain Statements in the said report may be forward looking. Many
factors may affect the actual results, which could be different from what the Directors
envisage in terms of the future performance and outlook.
Policy on Prevention of Sexual Harassment of Women at Workplace
The Company has in place a Policy on prevention of Sexual Harassment in line with the
requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition
&Redressal) Act, 2013.
Further, the Company has complied with the provisions relating to constitution of
Internal Complaints Committee under Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013.
No complaint was filed under the Sexual Harassment of Women at the Workplace
(Prevention, Prohibition & Redressal) Act, 2013 during the year under review.
Conservation of energy, technology absorption, foreign exchange earnings and outgo
The particulars related to the conservation of energy, technology absorption and
foreign exchange earnings and outgo, as required under section 134(3)(m) of the Companies
Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014, is annexed to this
Report.
Application made or any proceeding pending under the Insolvency and Bankruptcy Code,
2016
As on 31stMarch, 2023, no application has been made or no proceedings are
pending under the Insolvency and Bankruptcy Code, 2016.
Corporate Social Responsibility
As on 31st March, 2023, the Corporate Social Responsibility Committee (CSR
Committee) comprises two executive Promoter Directors viz. Mr. Rajesh Mittal and Mr.
Sanidhya Mittal and three Non-Executive Independent Directors viz. Mr. Vinod Kumar
Kothari, Mr. Upendra Nath Challu and Ms. Vinita Bajoria. The terms of reference of the
Committee have been provided in the Corporate Governance Report. During 2022-23, four
meetings of CSR Committee were held i.e. on 16thMay, 2022, 5th
August, 2022, 7th November, 2022 and 13th February, 2023. The CSR
Committee has formulated a Corporate Social Responsibility Policy (CSR Policy) indicating
the activities to be undertaken by the Company, which has also been approved by the Board.
The CSR Policy may be accessed on the Company's website at the link
https://www.greenply.com/assets/investors/518/
original/Corporate_Social_Responsibility_Policy. pdf?1627109345
The salient features of the CSR Policy of the Company are as below:
1. Vision: The Company's CSR Vision is "improving lives in pursuit of collective
development and environmental sustainability". This vision should encompass all CSR
activities of the Company.
2. Mission: The Company's CSR Mission is primarily to pursue initiatives directed
towards enhancing welfare of society based on long term social and environmentally
sustainable CSR activities.
3. The Company recognises the need to carry business in accordance with principles of
sustainability, balance and equity. It strives to enhance corporate value while achieving
a stable and long-term growth for the benefit of stakeholders. The Company also encourages
its directors and employees to recommend meaningful CSR projects that may be taken up by
the Company.
4. The CSR activities carried by the Company are either identified by the CSR Committee
of the Company or as recommended by various stakeholders. The Company either undertakes
the activities itself or through some external agency in compliance with the provisions of
Section 135 of the Companies Act, 2013 read with Companies (CSR Policy) Rules, 2014.
5. The CSR Committee shall periodically monitor and evaluate the performance of the
Projects and seek statements and reports from the CSR Cell on the progress of each of CSR
projects from time to time. A certificate shall be obtained from CFO or the person
responsible for financial management that the funds disbursed have been utilised for the
purpose and in the manner as approved. In case of Ongoing Projects, the Board of the
Company shall monitor the implementation of the Project with reference to the approved
timelines and year-wise allocation and shall be competent to make modifications, if any,
for smooth implementation of the project within the overall permissible time period.
6. The Company has chosen some of the projects as mentioned in Schedule VII of the
Companies Act, 2013 as its Priority Projects which are as below:
a) eradicating hunger, poverty and malnutrition, promoting health care including
preventive health care and sanitation including contribution to the Swach Bharat Kosh
set-up by the Central Government for the promotion of sanitation and making available safe
drinking water;
b) promoting education, including special education and employment enhancing vocation
skills especially among children, women, elderly, and the differently abled and livelihood
enhancement projects;
c) promoting gender equality, empowering women, setting up homes and hostels for women
and orphans; setting up old age homes, day care centres and such other facilities for
senior citizens and measures for reducing inequalities faced by socially and economically
backward groups;
d) ensuring environmental sustainability, ecological balance, protection of flora and
fauna, animal welfare, agroforestry, conservation of natural resources and maintaining
quality of soil, air and water including contribution to the Clean Ganga Fund set-up by
the Central Government for rejuvenation of river Ganga;
e) training to promote rural sports, nationally recognised sports, Paralympic sports
and Olympic sports;
f) disaster management, including relief, rehabilitation and reconstruction activities.
7. The Company shall approve Annual Action Plan every year covering list of activities
to be undertaken, manner of execution, utilisation of funds, monitoring etc. Impact
assessment of CSR activities will be undertaken if the conditions specified in the Policy
and under the Companies (CSR Policy) Rules, 2014 in this regard is fulfilled.
Further, the CSR activities carried out during the Financial Year ended 31st
March, 2023 in the format prescribed under Rule 9 of the Companies (Accounts) Rules, 2014
including amendment thereof, is annexed to this Report.
Directors' Responsibility Statement
In terms of provisions of Section 134(3)(c) and Section 134(5) of the Companies Act,
2013, your directors state that:
(i) in preparation of the Annual Accounts for the financial year ended March 31, 2023,
the applicable Accounting Standards have been followed along with proper explanation
relating to material departures;
(ii) the Directors had selected such Accounting Policies as listed in the Financial
Statements and applied them consistently and made judgments and estimates that are
reasonable and prudent so as to give a true and fair view of the state of affairs of the
Company at the end of the financial year as on March 31, 2023and of the profits of the
Company for that period;
(iii) the directors had taken proper and sufficient care for the maintenance of
adequate accounting records in accordance with the provisions of the Companies Act, 2013
for safeguarding the assets of the company and for preventing and detecting fraud and
other irregularities;
(iv) the directors had prepared the Annual Accounts on a going concern basis;
(v) the directors have laid down internal financial controls to be followed by the
Company and that such internal financial controls are adequate and were operating
effectively.
(vi) the directors had devised proper systems to ensure compliance with the provisions
of all applicable laws and that such systems were adequate and operating effectively.
CEO and CFO certification
Pursuant to the Listing Regulations, the Joint Managing Director & CEO and CFO
certification is attached with the Annual Report. The Joint Managing Director & CEO
and the Chief Financial Officer also provides a quarterly certification on financial
results while placing the financial results before the Board for approval in terms of the
Listing Regulations.
Code of Conduct for Directors and senior management personnel
The Code of Conduct for Directors and Senior Management Personnel is posted on the
Company's website. The Joint Managing Director & CEO of the Company has given a
declaration that all Directors and Senior Management Personnel concerned, affirmed
compliance with the Code of Conduct with reference to the year ended on March 31, 2023.
The declaration is attached with the annual report.
Disclosure regarding compliance of applicable Secretarial Standards
The company has complied with all the mandatorily applicable secretarial standards
issued by The Institute of Company Secretaries of India and approved by the Central
Government under Section 118(10) of the Companies Act, 2013.
Corporate Governance and Compliance Certificate regarding compliance of conditions of
Corporate Governance
A detailed Report on Corporate Governance for the financial year 2022-2023, pursuant to
the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and the
certificate received from M/s. Nidhi Bagri & Company, Practising Company Secretary
(Membership No. ACS 24765/COP No.9590), Kolkata, to the effect of compliance of conditions
of Corporate Governance as required under Schedule V of the Listing Regulations are
annexed with the Report.
Business Responsibility & Sustainability Report
As stipulated under the SEBI (Listing Obligation and Disclosure Requirements)
Regulations, 2015, the Business Responsibility and Sustainability Report , describing the
initiatives taken by the company from an environment, social, governance and
sustainability perspective, has been annexed to this Report.
Fraud Reporting
There was no fraud reported by the Auditors of the Company under sub-section (12) of
section 143 of the
Companies Act, 2013, to the Audit Committee or the Board of Directors during the year
under review.
Disclosures with respect to Demat Suspense Account/ Unclaimed Suspense Account
The relevant details in this regard have been provided in the Corporate Governance
Report annexed to this Report.
Particulars of employees
Particulars of Employees as required under Section 197(12) of the Companies Act, 2013
read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014:-
I. Details of Employees employed throughout the financial year who were in receipt of
the remuneration for that year which, in aggregate, was not less than H 1.02 Crore are: 6
II. Employees employed for a part of the financial year and who were in receipt of the
remuneration during for that financial year at a rate not less than H 8,50,000 per month:
None
III. Employees employed throughout the financial year or part thereof, was in receipt
of remuneration in that year which, in the aggregate, or as the case may be, at a rate
which, in the aggregate is in excess of that drawn by the managing director or whole-time
director or manager and holds by himself or along with his spouse and dependent children,
not less than two percent of the equity shares of the Company: None
In accordance with the provisions of Rule 5(2) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, the names and particulars of the top
ten employees in terms of remuneration drawn and of the aforementioned employees form part
of the Directors' / Board's Report as an annexure. However, in terms of the provisions of
Section 136(1) of the Companies Act, 2013 read with the rule, the Directors'/ Board's
Report is being sent to all shareholders/ members of the Company excluding the same. The
said information is available for inspection at the registered office of the Company
during the working hours.
Any shareholder/ member interested in obtaining a copy of the annex may write to the
Company Secretary. Disclosures on managerial remuneration in terms of Rule 5(1) of the
aforesaid Rules are annexed to this Report.
The members are also informed that this Report is to be considered as an abridged
report to the extent of the aforesaid exclusion only and all other information as required
under applicable law form part of this Report without any exclusion.
General Disclosure
During the year, there were no transactions requiring disclosure or reporting in
respect of matters relating to:
a. issue of equity shares with differential rights as to dividend, voting or otherwise;
b. raising of funds through preferential allotment or qualified institutions placement;
c. instance of one-time settlement with any bank or financial institution.
Acknowledgements
Your Directors place on record their sincere thanks and appreciation for the continuing
support of financial institutions, consortium of banks, vendors, clients, investors,
Central Government, State Governments and other regulatory authorities. The Directors also
place on record their heartfelt appreciation for the commitment and dedication of the
employees of the Company across all the levels who have contributed to the growth and
sustained success of the Company.
For and on behalf of the Board of Directors
|
Rajesh Mittal |
Place: Kolkata |
Chairman cum Managing Director |
Date: May 30, 2023 |
DIN: 00240900 |
|