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Directors Report of Century Plyboards (I) Ltd.

Mar 31, 2016

The Directors have pleasure in presenting the Thirty-fifth Annual Report and the Audited Financial Statements of the Company for the financial year ended 31st March, 2016.

FINANCIAL PERFORMANCE Review of Financial Performance

The Company''s financial performance for the year ended 31st March, 2016 is summarised below:

Rs. in Crore

Particulars CONSOLIDATED STANDALONE

2015-16 2014-15 2015-16 2014-15

Gross Income 1804.00 1732.81 1799.25 1709.54

Net Income 1669.47 1606.17 1664.73 1582.90

Profit before Depreciation, Interest & Tax 294.59 273.60 289.12 267.89

Depreciation 48.37 48.47 44.64 44.80

Interest & Finance Charges 48.15 45.57 46.73 43.29

Profit before Tax 198.07 179.56 197.75 179.80

Tax Expenses 30.06 29.60 29.68 28.98

Profit after Tax before Minority Interest 168.01 149.96 168.07 150.82

Less : Minority Interest 0.81 0.86 - -

Add/ (Less): Proportionate share of loss in Associate - (0.13) - -

Net Profit after Minority Interest and share of loss of Associate 167.20 148.97 168.07 150.82

Surplus in Statement of Profit and Loss:-

At the beginning of the year 322.89 226.16 323.84 229.46

Less: On cessation of subsidiaries pursuant to the Scheme of - (4.21) - - Arrangement

Add: Profit for the year 167.20 148.97 168.07 150.82

Less: Depreciation adjusted as per revised calculations net of - 1.52 - 1.52

Deferred Tax Asset

Less:

- Interim Dividend of Rs.1 (Previous Year Rs.0.75) 22.22 16.66 22.22 16.66 on Equity shares

- Tax on Interim Dividend 4.52 3.33 4.52 3.33

- Proposed Dividend of Rs. Nil (Previous Year Rs.1.25) - 27.77 - 27.77 on Equity Shares

- Tax on proposed Equity Dividend - 5.66 - 5.65

- Transfer to General Reserve - 1.51 - 1.51

At the end of the year 463.35 322.89 465.17 323.84

Dividend

The Board, at its meeting held on 8th March, 2016, declared an interim dividend of Rs.1/- per equity share (exclusive of applicable Dividend Distribution tax). In view of the ongoing expansion plans and new projects, your Directors have considered it financially prudent in the long-term interests of the Company to reinvest the profits into the business of the Company and as such no further dividend has been recommended for the year ended 31st March, 2016.

Transfer to Reserves

No amount is proposed to be transferred to General Reserves.

Share Capital

The paid up Equity Share Capital of the Company as on 31st March, 2016 was Rs.22,25,27,240 divided into 22,21,72,990 Equity Shares of Rs.1 each and including Rs.3,54,250 received on account of forfeited shares. There has not been any change in the Equity Share Capital of the Company during the Financial Year ended 31st March, 2016. During the year under review, the Company has neither issued shares with differential voting rights nor issued sweat equity or granted stock options.

Indian Economy and State of Company Affairs

The global economy continued to remain under pressure owing to multiple macroeconomic realignments. These include: the slowdown and rebalancing in China; a further decline in commodity prices, especially for oil, with sizable redistributive consequences across sectors and countries; a related slowdown in investment and trade; and declining capital flows to emerging markets and developing economies.

India has been the only bright spot in a dim global economy. India''s relative macro outperformance continued in a difficult global environment. The country reported a GDP growth of 7.6% (advanced estimates) in 2015-16, reflecting a turnaround in the economic activities of the country. The decline in crude prices helped control inflation in the economy. The Government has announced several infrastructure projects and housing projects which will drive the construction sector and allied sectors positively. A Harvard University study has predicted that India is expected to achieve the highest growth rate of more than 7.9% over the next eight years and is well ahead of the anticipated growth in China.

The real estate sector continued to remain weak during the year under review, which also slowed down the allied sectors, including the building material sector. The turnaround has been slower than expected, a factor which led retailers to go slow. This impacted the organisations engaged in the building material business adversely. With the RBI reducing rates along with a turnaround in the infrastructure sector, the real estate segment is expected to report a better performance in the coming years, which will in turn help the building material industry as a whole.

During FY 2015-16, despite afore-mentioned challenging business environment, your Company reported a top-line growth of 5% over the previous year. At Standalone level, the Gross Income stood at Rs. 1799.25 crore as compared to Rs. 1709.54 crore in the previous year. Profit before tax increased from Rs. 179.80 crore to Rs. 197.75 crore reflecting a growth of 10%. Net Profit after tax was Rs. 168.07 crore compared to Rs. 150.82 crore in previous year, reflecting a growth of 11%.

The Consolidated Gross Income for FY 2015-16 was placed at Rs. 1804.00 crore against Rs. 1732.81 crore during the previous year, reflecting a growth of 4%. The Net Profit after minority interest was Rs. 167.20 crore against Rs. 148.97 crore in previous year, reflecting a growth of more than 12%.

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

Future Outlook

The Indian economy is poised for a strong turnaround. Easing the lending rates will augur well in terms of investments in the economy. A host of infrastructural investment-proposals are also expected to drive growth in the coming years. The implementation of GST is a matter of time. The introduction of GST remains a much awaited reform, which will provide numerous benefits to both business and consumers. With the introduction of GST, supply chain inefficiencies will be reduced, inter-state trade will become easy and the market will integrate at a national level. The various initiatives like the ''Make in India'' programme and ''Digital India'' will further give impetus for growth.

In India, real estate is the second largest employer after agriculture and is slated to grow at 30% over the next decade. The Indian real estate market has become one of the most preferred destinations in Asia Pacific as overseas funds accounted for more than 50% of all investment activity in India in 2014, as compared with just 26% in 2013.

The Indian real estate market is expected to touch US$ 180 billion by 2020. The housing sector alone contributes 5-6% to the country''s Gross Domestic Product (GDP). The Government of India has been supportive to the real estate sector. In August 2015, the Union Cabinet approved 100 ''Smart City Projects'' in India. The Government has also raised FDI limits for townships and settlements development projects to 100%. Real estate projects within the Special Economic Zone (SEZ) are also permitted a 100% FDI. In Union Budget 2015-16, the government allocated US$ 3.72 billion for housing and urban development. The government has also released draft guidelines for investments by Real Estate Investment Trusts (REITs) in non-residential segment.

Future Plans of Expansion

In view of the improving market scenario and growing demand for MDF boards, the Board at its Meeting held on 21st July, 2015 approved a proposal for setting-up a green field unit for manufacturing Medium Density Fibre (MDF) Board, Plyboard and Block-board in Punjab with an approximate CAPEX of Rs. 405 crore in the first phase. The Company has already acquired and taken possession of the land at Hoshiarpur in Punjab for this purpose and development of the same is under process. Commercial production is expected to commence in the first quarter of the financial year 2017-18.

The construction of the Company''s Particle Board unit at Chennai is also in final stage and the unit is expected to commence commercial production by end of first quarter of the financial year 2016-17.

The Company is investing heavily on raw-material security, distribution network, positioning of brand and its human capital. The Company, through its subsidiaries in Singapore, Laos and Indonesia, is exploring and entering into purchase arrangements with various entities for securing availability of raw materials from various parts of Laos and Indonesia.

The Company has also entered into economy segment product through its secondary brand "Sainik'', enabling it to penetrate smaller cities and rural markets.

Change in Nature of Business, if any

There has not been any change in the nature of business of the Company

Material changes and commitments affecting the financial position of the Company

No material changes and commitments, affecting the financial position of the Company have occurred between 31st March, 2016 and the date of this report.

SUBSIDIARIES

Changes in Subsidiaries

Auro Sundram Ply & Door Pvt. Ltd. (ASPDPL), Century MDF Ltd. (CML), Centuryply Myanmar Pvt. Ltd. (CMPL), Century Ply (Singapore) Pte. Ltd. (CPSPL), Ara Suppliers Pvt. Ltd., Arham Sales Pvt. Ltd., Adonis Vyaper Pvt. Ltd. and Apnapan Viniyog Pvt. Ltd. continue to remain subsidiaries of the Company.

Century Infotech Ltd. became subsidiary of the Company with effect from 19th May, 2015 consequent upon further investments by the Company. Your Company acquired 51% stake on 19th January, 2016 in Innovation Pacific Singapore Pte. Ltd. (IPSPL), a company incorporated in Singapore, by way of subscription to its share capital. Your Company''s shareholding in Century Ply (Singapore) Pte. Ltd. reduced from 100% to 51% consequent upon allotment of shares by it to other individuals.

During the year, the Company''s Subsidiary Century Ply (Singapore) Pte. Ltd. in Singapore incorporated two step-down Subsidiaries by the name PT Century Ply Indonesia in Indonesia on 3rd July, 2015 and Century Ply Laos Co. Ltd. in Laos on 14th October, 2015 respectively.

Operations

CMPL is operating a veneer and plywood unit near Yangon city in Myanmar.

ASPDPL is operating a plywood unit at Raipur Industrial Area, Roorkee, Uttarakhand. This unit is manufacturing plywood and allied products from eco-friendly agro-forestry timber.

Century Infotech Ltd. is engaged in the business of e-commerce, e-shopping, online information services, online application integration including buying, selling, marketing, trading and dealing in various kinds of products and services on internet.

CPSPL has entered into arrangements with various entities in Laos whereby the Company would provide them plant and machinery for manufacture and supply of veneer to it. CPSPL has started trading in veneer, sourcing the same from these entities.

IPSPL has started trading in veneer and is also exploring possibilities of entering into real estate activities in Vietnam.

Material Subsidiaries

Your Company does not have any material subsidiary whose net worth exceeds 20% of the consolidated net worth of the Holding Company in the immediately preceding accounting year or has generated 20% of the consolidated income of the Company during previous financial year.

The Company''s Policy for determining ''material'' subsidiaries was reviewed and revised on 28th January, 2016 to bring it in conformity with the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (''Listing Regulations'') which replaced the Listing Agreement on 1st December, 2015. The said policy can be accessed on the Company''s website at the weblink http://www. centuryply.com/ about-us/#slide4.

Financial Position & Performance

A statement containing the salient features of financial statements of each Subsidiary of the Company in Form AOC-1 is appended as Annexure ''1'' to this Report.

The Audit Committee reviews the financial statements and investments made by unlisted subsidiary companies. The minutes of the Board meetings as well as statements of all significant transactions of the unlisted subsidiary companies are placed before the Board for their review.

ACCOUNTS

Consolidated Financial Statements

The Consolidated Financial Statements have been prepared by your Company in accordance with the provisions of the Companies Act, 2013, read with the Companies (Accounts) Rules, 2014, applicable Accounting Standards and the provisions of the Listing Regulations and forms part of the Annual Report.

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.centuryply.com. Financial statements of each of the Subsidiary Companies have also been placed on the website of the Company. Shareholders interested in obtaining a copy of the audited financial statements of the Subsidiary Companies may write to the Company Secretary at the Company''s registered office.

The audited financial statements and audit reports of each of the Subsidiaries are available for inspection at the registered office of the Company and that of the Subsidiaries during office hours between 11.00 A.M. and 1.00 P.M.

Particulars of Loans, Guarantees and Investments

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 read with Companies (Meetings of Board and its Powers) Rules, 2014 are given in Annexure ''2'' hereto and forms part of this Report.

The Company has not given loans, guarantees or made investments exceeding sixty per cent of its paid-up share capital, free reserves and securities premium account or one hundred per cent of its free reserves and securities premium account, whichever is more, as prescribed in Section 186 of the Companies Act, 2013.

Particulars of Contracts or Arrangements with Related Parties

All contracts or arrangements with related parties, entered into or modified during the financial year, were on an arm''s length basis and in compliance with the applicable provisions of the Companies Act, 2013 and the Listing Regulations. All such contracts or arrangements have been approved by the Audit Committee. No material contracts or arrangements with related parties were entered into during the year under review. Accordingly, the disclosure of Related Party Transactions as required under Section 134(3)(h) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 in Form AOC-2 is not applicable.

Details of Related Party transaction as per Regulation 53 (f) read with Part A of Schedule V of the Listing Regulations is provided under note no. 34 of the Notes to the financial statements.

There are no materially significant transactions with related party which may have a potential conflict with the interest of the Company at large.

The Board of Directors has devised and adopted a policy on ''Materiality of and dealing with Related Party Transactions'' for determining the materiality of transactions with related parties and dealings with them. This policy was reviewed and revised on 28th January, 2016 to bring it in conformity with the Listing Regulations. The said policy may be referred to, at the Company''s website : http://www.centuryply.com/about-us/#slide4.

Public Deposits

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

AUDITORS

Statutory Auditors & Auditors'' Report

Pursuant to provisions of Section 139 of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014, M/s Singhi & Co, Chartered Accountants (Firm Registration No. 302049E) were appointed as Statutory Auditors of the Company from the conclusion of Thirty-third Annual General Meeting held in calendar year 2014, until the conclusion of Thirty-eighth Annual General Meeting to be held in the calendar year 2019, subject to ratification of their appointment at every Annual General Meeting.

M/s. Singhi & Co. has given their consent to act as Auditors, if appointed. The Company has received a letter from them to the effect that they satisfy the criteria provided in Section 141 of the Companies Act, 2013 and that their appointment, would be within the limits prescribed under Section 141(3)(g) of the Companies Act, 2013.

Members are requested to ratify their appointment as the Statutory Auditors of the Company and to fix their remuneration for the financial year ending 31st March, 2017.

There are no qualifications, reservations or adverse remarks made by the Statutory Auditors in their report for the Financial Year ended 31st March, 2016.

The Statutory Auditors have not reported any incident of fraud to the Audit Committee of the Company in 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 The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s. MKB and Associates, Practising Company Secretaries for conducting the Secretarial Audit of the Company for the Financial Year ended 31st March, 2016. Secretarial Audit Report in Form MR-3, given by the Secretarial Auditor is annexed herewith as Annexure ''3''. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

I. Independent Directors:

(a) Appointment of Independent Directors:

The Board of Directors at its meeting held on 28th January, 2016, appointed Sri J. P. Dua (holding DIN-02374358) as an Additional Director in the Independent category with effect from 28th January, 2016 for a term upto 31st March, 2019 subject to regularization/ approval of the shareholders of the Company at the ensuing Annual General Meeting.

(b) Declaration given by Independent Directors under Sub- Section (6) of Section 149

All the Independent Directors of the Company have confirmed that they meet the criteria of independence as prescribed under Section 149(6) of the Companies Act, 2013 and the Listing Regulations.

(c) Familiarization Programme undertaken for Independent Directors

Pursuant to Regulation 25(7) of the Listing Regulations, all new Independent Directors inducted on the Board are given an orientation. Presentations are made by Executive Directors and senior management giving an overview of the Company, its Subsidiaries, operations, products, manufacturing, marketing, finance and other important aspects.

At the time of appointment of an Independent Director, the Company issues a formal letter of appointment outlining his/ her role, function, duties and responsibilities as a Director.

The Independent Directors are updated regularly on changes / developments in the domestic / global corporate and industry scenario including those pertaining to statutes / legislations and economic environment, to enable them to take well informed and timely decisions.

The induction for Independent Directors include interactive sessions with Executive Committee Members, Business and Functional Heads, visit to the manufacturing site, etc. On the matters of specialized nature, the Company engages external experts/consultants for presentation and discussion with the Board members. The detailed overview of the familiarization program is available on the Company''s website: http://www. centuryply.com/about-us/#slide4

II. Non- Independent Directors:

(a) Appointment of Whole-Time Director:

The Board of Directors at its meeting held on 28th January, 2016, appointed Sri Keshav Bhajanka (holding DIN- 03109701) as an Additional Director in the Executive category with effect from 28th January, 2016 for a period of five years subject to approval of the shareholders of the Company at the ensuing Annual General Meeting.

Sri Keshav Bhajanka is the son of Sri Sajjan Bhajanka, Chairman and Managing Director and has already been working with the Company in Executive capacity.

(b) Retirement by Rotation:

As per the provisions of Section 152(6)(c) of the Companies Act, 2013, Sri Vishnu Khemani and Sri Ajay Baldawa retire by rotation, and being eligible, offer themselves for re-appointment. In view of their considerable experience and contribution to the Company, your Directors recommend their re-appointment. Brief resume of the Directors being reappointed would form a part of the notice of the ensuing Annual General Meeting.

III. Key Managerial Personnel

Pursuant to the recommendation of the Nomination and Remuneration Committee, the Board of Directors at its meeting held on 28th January, 2016 reappointed, subject to the approval of the shareholders, Sri Sajjan Bhajanka as the Executive Chairman and Managing Director of the Company for a further period of five years with effect from 1st April, 2016.

Sri Sanjay Agarwal and Sri Ajay Baldawa, on similar recommendations and subject to the approval of the shareholders, were appointed as Managing Director and Executive Director (Technical) respectively, for a further period of five years with effect from 1st July, 2016.

MEETINGS

Meetings of Board of Directors

The Board of Directors of your Company met five times during the financial year ended 31st March, 2016, details of which are given in the Corporate Governance Report forming part of Annual Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

Meetings of Independent Directors

In terms of Schedule IV of the Companies Act, 2013 and the Listing Regulations, a meeting of the Independent Directors was held on 14th December, 2015 without the presence of Non- Independent Directors and members of the management wherein the performance of the Non-Independent Directors, including the Chairman and the Board as a whole was reviewed. Quality, quantity and timeliness of flow of information between the Company management and the Board that is necessary for it to effectively and reasonably perform its duties, was also assessed.

MANAGERIAL REMUNERATION

Particulars of Managerial remuneration

The information required under Section 197 (12) read with Rule 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is given in Annexure ''4'' hereto and forms part of this Report.

Your Directors state that none of the Executive Directors of the Company receive any remuneration or commission from any of its Subsidiaries.

Particulars of Employees

A statement containing particulars of employees as required under Section 197 of the Companies Act, 2013, read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is given in Annexure ''4'' hereto and forms part of this Report. There was also 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

As required under Section 134 of the Companies Act, 2013, your Directors confirm that they have:-

(i) followed the applicable accounting standards in the preparation of the Annual Accounts for the year ended 31st March, 2016 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 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 the Company 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 operating effectively.

Management Discussion and Analysis

Management Discussion and Analysis for the year under review, as stipulated under Regulation 34(3) read with Schedule V of the Listing Regulations, is presented in a separate section forming part of the Annual Report.

Corporate Governance

Your Company re-affirm its continued commitment to good Corporate Governance practices and adheres to all requirements as set out in the Listing Regulations. As required under the Listing Regulations, a separate section on Corporate Governance practices followed by your Company, together with a certificate from M/s. MKB and Associates, Company Secretaries on compliance with the conditions of Corporate Governance, forms part of this Annual Report.

CEO & CFO Certification

As required under the Listing Regulations, the Chief Executive Officer and the Chief Financial Officer has submitted a compliance certificate to the Board of Directors and a copy thereof is contained elsewhere in this Annual Report.

Internal Financial Controls and their adequacy

The Company has in place proper and adequate internal financial controls and checks which are effective and operational. Regular audit and review processes ensure that such systems are reinforced on an ongoing basis. Such controls have been tested during the year and no reportable material weakness in the design or operation was observed.

Your Company uses ERP Systems which has inbuilt transactional controls, tiered approval mechanisms and maintenance of supporting records. The Company''s Internal Audit Department studies the internal control systems and checks & balances for continuous updation and improvements therein. Based on the report of internal audit function, process owners undertake corrective action in their respective areas and thereby strengthen the controls. All these steps facilitate timely detection of any irregularities and early remedial measures. The Audit Committee regularly interacts with the Internal Auditors, the Statutory Auditors and senior executives of the Company responsible for financial management. It also 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.

Performance Evaluation

Pursuant to the provisions of the Companies Act, 2013 and the Listing Regulations, the Nomination and Remuneration Committee evaluated the performance of all the Directors on parameters such as level of engagement, independence of judgement, contribution to the strategic planning process, safeguarding the interest of the stakeholders, etc. and in context of the role played by them as a member of the Board at its meetings, in assisting the Board in realising its role of strategic supervision of the functioning of the Company.

The Independent Directors at their meeting held without the presence of Non- Independent Directors and members of the management, evaluated the performance of the Non- Independent Directors, including the Chairman and the Board as a whole.

The Board, after taking into consideration the evaluation exercise carried out by the Nomination and Remuneration Committee and by the Independent Directors, carried out an evaluation of its own performance and that of its Committees and individual Directors.

Structured questionnaires designed on the basis of the

Company''s Board Evaluation Policy and framework adopted by the Board were used for the purpose of carrying out the evaluation process.

The Directors expressed their satisfaction over the evaluation process and outcome thereof.

Committees of Board of Directors

The Board has constituted following Committees of Directors to deal with matters and monitor the activities falling within the respective terms of reference:-

- Audit Committee

- Nomination and Remuneration Committee

- Stakeholders Relationship Committee

- Share Transfer Committee

- Corporate Social Responsibility Committee

- Finance Committee

The details of the membership, terms of reference and attendance at the meetings of the above Committees of the Board are provided in the Corporate Governance Report forming a part of this Annual Report. There has been no instance where the Board has not accepted the recommendations of the Audit Committee.

POLICIES AND CODES

Remuneration Policy

Considering the requirement of skill-sets on the Board, eminent people having an independent standing in their respective field/ profession and who can effectively contribute to the Company''s business and policy decisions are considered by the Nomination and Remuneration Committee, for appointment, as Directors on the Board.

The Committee, inter alia, considers qualification, positive attributes, area of expertise and independence of a Director in accordance with the Company''s Remuneration Policy. The Policy of the Company on appointment and remuneration of Directors, Key Managerial Personnel and Senior Management Personnel containing criteria and other matters provided in Section 178(3) of the Companies Act, 2013, is appended as Annexure ''5'' to this Report.

Board Diversity Policy

The Board Diversity Policy of the Company requires the Board to have balance of skills, experience and diversity of perspectives appropriate to the Company. A diverse Board leverages differences in thought, perspective, knowledge, skill, regional and industry experience, cultural and geographical background, all of which helps us retain our competitive advantage. The Company''s Board Diversity Policy is available on our website at http://www.centuryply.com/about-us/#slide4.

Whistle Blower Policy/ Vigil Mechanism

The Company promotes ethical behaviour in all its business activities and has put in place a mechanism for reporting illegal and unethical behaviour. The Company has a Whistle Blower Policy/ Vigil Mechanism under which employees are free to report unethical behavior, actual or suspected fraud or violations of applicable laws and regulations and Code of Conduct. The Audit Committee oversees the genuine concerns expressed by the employees and other Directors. The Company has also made provisions for adequate safeguard against victimisation of employees and Directors who express their concerns. The mechanism also provides direct access to the Chairman/ CEO/ Chairman of the Audit Committee in exceptional cases. This policy was reviewed and revised on 28th January, 2016 to bring it in conformity with the Listing Regulations. The said policy may be referred to, at the Company''s website at: http:// www.centuryply.com/about-us/#slide4. During the Financial Year ended 31st March, 2016, no case was reported under this policy.

Risk Management Policy

The Company has a defined Risk Management framework to identify, assess, monitor and mitigate various risks to key business objectives. The Board is kept informed about the risk assessment and minimization procedures. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis. The policy is periodically reviewed by the Audit Committee to ensure that the executive management controls the risk as per decided policy. The risk management issues are discussed in Management Discussion and Analysis.

Policy on Prevention of Sexual Harassment

Your Company has zero tolerance for sexual harassment at workplace and has adopted a Policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules thereunder for prevention and redressal of complaints of sexual harassment at workplace. All employees are treated with dignity with a view to maintain a work environment free of sexual harassment whether physical, verbal or psychological. The Company also organises training sessions across the organisation to create awareness on the subject amongst the employees. Employees may report complaint to the Complaints Committee formed for this purpose or to any member thereof or to the location head. The Company affirms that adequate access was provided to any complainant who wished to register a complaint under the policy. During the year, no complaint regarding sexual harassment was received by the said Committee.

Policy on Materiality of and dealing with Related Party Transactions

The Company''s ''Policy on Materiality of and Dealing with Related Party Transactions'' was reviewed and revised on 28th January, 2016 to bring it in conformity with the Listing Regulations which replaced the Listing Agreement on 1st December, 2015. The said policy may be referred to at the Company''s website at: http://www.centuryply.com/about-us/#slide4.

Other Policies

Pursuant to the requirement of Listing Regulations, the Board of Directors has also adopted a Policy for Preservation of Documents, Archival Policy and Policy for determining Materiality of Events/ Information. The said policy may be referred to at the Company''s website at: http://www.centuryply. com/about-us/#slide4.

Code of Conduct

The Company''s code of conduct for Directors and senior management executives was reviewed and revised on 28th January, 2016 to bring it in conformity with the Listing Regulations, details whereof are provided elsewhere in this Report.

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

In conformity with the provisions of Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015, the Company has adopted a ''Code of Conduct to regulate, monitor and report trading by Insiders'' to preserve confidentiality and to prevent misuse of unpublished price sensitive information by Directors and specified employees of the Company. The code also provides for periodical disclosures from designated employees as well as pre-clearance of transactions by such persons so that they may not use their position or knowledge of the Company to gain personal benefit or to provide benefit to any third party.

The Company has also adopted a ''Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information'' to ensure timely and adequate disclosure of price sensitive information.

CORPORATE SOCIAL RESPONSIBILITY

The Corporate Social Responsibility (CSR) Committee of the Company was re-constituted with effect from 1st September, 2015 with the appointment of Smt. Mamta Binani as its Member. Sri Sajjan Bhajanka acts as the Chairman of the Committee and Sri Hari Prasad Agarwal and Sri Mangi Lal Jain as the other members.

The Company''s Policy on Corporate Social Responsibility (CSR Policy) was reviewed and revised on 28th April, 2015. The Policy indicates the activities to be undertaken by the Company, monitoring the implementation of the framework of the CSR Policy and the amount to be spent on CSR activities. The CSR Policy of the Company is available on the Company''s website at http://www.centuryply.com/about-us/#slide4. The CSR Committee has confirmed that the implementation and monitoring of CSR Policy is in compliance with CSR objectives and Policy of the Company.

The Annual Report on CSR as required under the Companies (Corporate Social Responsibility Policy) Rules, 2014 has been appended as Annexure ''6'' to this Report.

MISCELLANEOUS

Extract of the Annual Return

In terms of the provisions of Section 92 (3) of the Companies Act, 2013 read with the Companies (Management and Administration) Rules, 2014, an extract of the Annual Return of your Company for the financial year ended 31st March, 2016 is given in Annexure ''7'' and forms a part of this report.

Significant and Material Orders passed by the Regulators / Courts / Tribunals

No significant and material orders have been passed by the Regulators or Courts or Tribunals impacting the going concern status of the Company and its operation in the future.

Green Initiatives in Corporate Governance

Electronic copies of notices, Annual Report and other documents are sent to all members whose email addresses are registered with the Company/ Depository Participant(s). For members who have not registered their email addresses, physical copies of the Annual Report are sent through permitted mode. Members requiring physical copies can send a request to the Company.

Human Resource Development & Industrial Relations

The core of achieving business excellence lies in a committed, talented and focussed workforce. The Company has created a highly motivated pool of professionals and skilled workforce that share a passion and vision of the Company. Your Company has been proactive in development of Human Resources and latest techniques are being adopted in evaluating the potential, assessing training and retraining requirements and arranging the same. The Company focuses on quick grievance resolution mechanisms and maintains absolute harmony with its work force and as such it has not faced any labour trouble since inception. Industrial relations in the organization continued to be cordial and progressive.

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

Information required under Section 134(3) (m) of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014 in relation to the Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo is given in Annexure ''8'' hereto and forms part of this Report.

Transfer of amounts to Investor Education and Protection Fund

The Company has transferred the dividend amounts which remained unpaid or unclaimed for a period of seven years to the Investor Education and Protection Fund. The Company has also uploaded the details of unpaid and unclaimed amounts lying with the Company as on 27th August, 2015 (date of last Annual General Meeting) on the Company''s website (www.centuryply.com) and also on the website of Ministry of Corporate Affairs.

Shareholders are advised that dividends for the financial year ended 2008-09 onwards which remains unpaid /unclaimed over a period of 7 years have to be transferred by the Company to Investor Education & Protection Fund (IEPF) constituted by the Central Government. Shareholders who have not claimed the dividend for this period are requested to lodge their claim with the Company.

ANNEXURES

Annexures forming a part of this Report of the Directors

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

Annexure Particulars

1 Statement containing salient features of financial statements of Subsidiaries and Associates

2 Details of Loans, Guarantees and Investments

3 Secretarial Audit Report

4 Particulars of Employees and Managerial Remuneration

5 Remuneration Policy

6 Annual Report on Corporate Social Responsibility

7 Extract of Annual Return

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

APPRECIATION

The Board wishes to place on record its sincere appreciation of the efforts put in by the Company''s employees for achieving encouraging results under difficult conditions. Despite severe competition, the enthusiasm and unstinting efforts of the employees have enabled the Company to remain at the forefront of the Industry. Their commitment and contribution is deeply acknowledged.

Your Directors take this opportunity to thank the customers, suppliers, redistribution stock lists, retailers, business partners, bankers, financial institutions, Investors, Government and Regulatory Authorities, Stock Exchanges, Central and State Governments for their consistent support and encouragement to the Company. Your involvement as Shareholders is greatly valued. Your Directors look forward to your continued support.

For and on behalf of the Board of Directors

Sajjan Bhajanka

Chairman and Managing Director

Kolkata, 10th May, 2016


Mar 31, 2015

Dear Members,

The Directors are pleased to present the 34th Annual Report and the Company's audited accounts for the financial year ended 31st March, 2015,

financial performance

Financial Results

The Company's financial performance for the year ended 31st March, 2015, is summarised below;

Rs. in Crores

Particulars CONSOLIDATED

Gross Income 1732.81 1457.96

Net Income 1606.17 1351.35

Profit before Depreciation, Interest and Tax 273.60 161.91

Depreciation 48.47 38.71

Interest and Finance Charges 45.57 60.34

Profit before Tax 179.56 62.86

Tax Expenses 29.60 (0,47)

Profit after Tax before Minority Interest 149.96 63.33

Less; Minority Interest 0.86 3.13

Add/(Less); Proportionate share of loss in associates (0.13) 0.06

Net Profit after Minority Interest and share of loss of associate 148.97 60.26

Surplus in Statement of Profit and Loss;

At the beginning of the year 226.16 199.19

Less; On cessation of subsidiaries pursuant to the Scheme of (4.21) -

Arrangement

Add; Profit for the year 148.97 60.26

Less; Depreciation adjusted as per revised calculations net of 1.52 -

Deferred Tax Asset

Less;

- Interim Dividend of Rs. 0,75 on Equity shares 16.66 -

- Tax on Interim Dividend 3.33 -

- Proposed Dividend of Rs. 1,25 (Previous Year Rs. 1) on 27.77 22.22

Equity Shares

- Tax on proposed Equity Dividend 5.66 2.95

- Transfer to Capital Redemption Reserve - -

- Transfer to General Reserve 1.51 8.12

At the end of the year 322.89 226.16

Rs. in Crores

Particulars STAND ALONE

Gross Income 1709.54 1400.06

Net Income 1582.90 1293.45

Profit before Depreciation, Interest and Tax 267.89 157,66

Depreciation 44.80 33.24

Interest and Finance Charges 43.29 55.12

Profit before Tax 179.80 69.30

Tax Expenses 28.98 2.36

Profit after Tax before Minority Interest 150.82 66.94

Less; Minority Interest - -

Add/(Less); Proportionate share of loss in associates - -

Net Profit after Minority Interest and share of loss of associate 150.82 66.94

Surplus in Statement of Profit and Loss;

At the beginning of the year 229.46 194.69

Less; On cessation of subsidiaries pursuant to the Scheme of - -

Arrangement

Add; Profit for the year 150.82 66.94

Less; Depreciation adjusted as per revised calculations net of 1.52 -

Deferred Tax Asset

Less;

- Interim Dividend of Rs. 0,75 on Equity shares 16.66 -

- Tax on Interim Dividend 3.33 -

- Proposed Dividend of Rs. 1,25 (Previous Year Rs. 1) on 27.77 22.22

Equity Shares

- Tax on proposed Equity Dividend 5.65 2.95

- Transfer to Capital Redemption Reserve - -

- Transfer to General Reserve 1.51 7.00

At the end of the year 323.84 229.46

Dividend

Your Directors are pleased to recommend a final dividend of Rs. 1.25 per equity share of face value Rs. 1 each (exclusive of applicable dividend distribution tax), The dividend payout is subject to approval of members at the ensuing Annual General Meeting, During the FY 2014-15, the Company also declared and paid an interim dividend of Rs. 0,75 per equity share, Thus, the aggregate dividend declared for the FY 2014 -15 is Rs. 2 per equity share as against Rs. 1 per equity share of face value Rs. 1 each declared in the previous year,

Transfer to Reserves

The Company proposes to transfer an amount of Rs. 1.51 crores to the General Reserves.

Share Capital

The paid up Equity Share Capital as on 31st March, 2015 was Rs. 2,225.27 lacs, There has not been any change in the Equity Share Capital of the Company during the Financial Year ended 31st March, 2015, During the year under review, the Company has neither issued shares with differential voting rights nor issued sweat equity or granted stock options,

State of Company affairs

The year under review started with an economic environment which is far more positive than has been in the recent past, When other major economies of the world are facing serious challenges, India is about to takeoff on a faster growth trajectory once again, The International Monetary Fund (IMF) has downgraded its earlier forecast of global economic growth by 0,3% and that of world trade growth from 5,3% to 4%, Forecasts for India, however,have either been upgraded or have remained the same, With a new stable Government at Centre, the credibility of Indian economy has been re-established and the investor community world-over now considers India as one of the most preferred investment destinations, With a reduction in crude prices, the inflation rate is under control and the current account deficit is expected to remain tilted towards the lower side, The GDP growth is expected to accelerate to 7,4%, making India the fastest growing large economy in the world, The substantial increase in foreign inflow has increased foreign exchange reserve to a record high, resulting in a stronger and more stable rupee against all major currencies,

While the Government policies are aimed towards long-term sustainable development, the real estate scenario in the country has continued to remain subdued during the year under review, Building material demand continued its wait to see any spark despite the hope of rising investments and positivity related to interest rate cuts, Retailers continued to fear uncertainty as they were unable to foresee any near-term reason or factor for upward movement in demand, The hope of good time was there but a prolonged wait for market turnaround has taken its toll on the demand for building material-related products, Overall, despite being a year of optimism, the real demand scenario remained subdued, The most of building material related companies could not achieve their targeted growth,

During FY 2015, despite the challenging business environment, the Company reported a top-line growth of 22% over the previous year, At a Standalone level, the Gross Income stood at Rs. 1709,54 crore as compared to Rs. 1400.06 crore in the previous year, Profit before tax increased from Rs. 69.30 crore to Rs. 179.80 crore reflecting a growth of 159%, Net Profit after tax was Rs. 150.82 crore compared to Rs. 66.94 crore in the previous year, reflecting a phenomenal growth of 125%,

The Consolidated Gross Income for FY 2015 was placed at Rs. 1732.81 crore against Rs. 1457.96 crore during the previous year, registering a growth of over 19%, The Net Profit after minority interest and share of profit of associates was Rs. 148.97 crore against Rs. 60.26 crore in the previous year, reflecting a growth of 147%,

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

Future Outlook

During the last year, a stable Government at the Centre was established which is expected to drive development in the coming years. The Government has planned and is taking several significant steps to energise the economy. The credibility of the Indian economy has been re-established and the world is predicting that it is India's chance to fly. The Government has planned game-changing reforms in indirect tax through the introduction of GST, which is likely to be introduced with effect from 1st April, 2016. Introduction of GST was a much awaited reform and is expected to provide numerous benefits to both business and consumers. With the introduction of GST, supply chain inefficiencies will be reduced, Inter-state trade will become easy and the market will be integrated at the national level. With all long-term sustainable economic measures being undertaken by the Government, economic growth is likely to accelerate in the next fiscal. The pick-up will be aided by implementation of stalled projects, getting rid of the bottlenecks in various sectors and an industry recovery because of higher external demand. The GDP forecast for the next fiscal is driven by a partial unclogging of domestic policy logjam as well as improved global growth prospects. Stakeholders are markedly bullish about the future and expect the business environment to be upbeat in the current financial year in view of the imminent change in regime and introduction of economic enablers to stimulate growth.

The Indian real estate sector plays a significant role in the country's economy. The real estate sector is second only to agriculture in terms of employment generation and contributes considerably towards GDP. It is poised to grow manifold over the next decade in view of the prevailing massive shortage of dwelling units. The sentiment of home buyers and investors is seeing an improvement, displaying a strong positive outlook for the real estate sector. The Indian market is now headed for price correction, which will increase consumer affordability and leading to overall sectoral growth. A fall in the interest rates will also lead to a revival of the real estate sector.

Since plywood and laminate are essential part of interior furnishing, the demand for these products is directly related to the growth of infrastructure and real estate sector. With continued government focus on infrastructure and real estate sector, demand for the Company's products is expected to remain buoyant. With the strong 'Centuryply' brand under its fold, the Company is expected to perform better in the current fiscal.

Future plans of expansion

Considering the buoyant demand for products and marketing strength of 'Centuryply' brand as well as the positive impact of GST, the Company is preparing itself for future growth. The Company is investing heavily on raw material security, distribution network, positioning of brand and its human capital. The Company is studying various locations overseas in Laos, Africa, Malaysia, Vietnam, etc. where the required raw material is available. The Company plans to set up timber processing units in these locations to ensure economic and uninterrupted raw material supply for upcoming growth. The Company has already entered economy-segment products through its secondary brand 'Sainik' enabling it to penetrate smaller cities and rural markets. The Company, at its Board Meeting held on 21st January, 2015, approved a proposal for setting up a Particle Board unit at Chennai with an approximate CAPEX of Rs. 60 crore. The Company is also keeping a close watch on developments related to substitute products, like medium-density fibre board, and will take a decision at the appropriate time.

Change in nature of business, if any

There has been no change in the nature of business of the Company.

Material changes and commitments affecting the financial position of the Company

No material change and commitment affecting the financial position of the Company have occurred between the end of the financial year to which the financial statements relate and the date of the report.

subsidiaries/ associates

Changes in subsidiaries

Auro Sundram Ply & Door Pvt. Ltd. (ASPDPL), Century MDF Ltd, (CML) and Centuryply Myanmar Pvt, Ltd, (CMPL) continue to remain subsidiaries of the Company, Ara Suppliers Pvt, Ltd,, Arham Sales Pvt, Ltd,, Adonis Vyaper Pvt, Ltd, and Apnapan Viniyog Pvt, Ltd, became subsidiaries of the Company with effect from 28th July, 2014 as a result of further investments by the Company, The Company incorporated a Wholly-owned Subsidiary Company in the name of Century Ply (Singapore) Pte, Ltd, (CPSPL) in Singapore on 2nd December, 2014,

During the year, the Company disinvested its entire shareholding in Aegis Business Ltd, (ABL). Both ABL and its subsidiary Aegis Overseas Limited ceased to be subsidiaries of the Company with effect from 23rd August, 2014, Consequently, Aegis Siam Ltd, and Aegis Siam Resources Company Ltd, also ceased to be the Company's associates.

Operations

CMPL has set up a veneer and plywood unit near Yangon city in Myanmar, which became operational in 2013-14.

ASPDPL is operating a plywood unit at Raipur Industrial Area, Uttarakhand, This unit is manufacturing plywood and allied products from eco-friendly agro-forestry timber.

Century Infotech Ltd, continued to remain our Associate Company, Century Infotech Ltd, is engaged in 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 on internet.

CPSPL has been incorporated with the object of trading in timber, manufacturing and trading in plywood and other wood products and also leasing of machineries and equipment and providing related services.

Material Subsidiaries

A Policy has been formulated for determining the Material Subsidiaries of the Company pursuant to Clause 49 of the Listing Agreement with the Stock Exchanges, The said Policy has been posted on the Company's website at http://www,centuryply,com/about-us/#slide4,

Financial position and performance

A statement containing the salient features of financial statements of each Subsidiary and Associate of the Company in Form AOC-1 is appended as Annexure 1 to this Report.

Accounts

Consolidated financial statements

In accordance with Section 129(3) of the Companies Act, 2013, the Company has prepared a consolidated financial statement of the Company and all its subsidiary companies, as a part of the Annual Report.

In accordance with the third proviso of Section 136(1) of the Companies Act, 2013, the Annual Report of the Company, containing the standalone and the consolidated financial statements, has been placed on the website of the Company at www.centuryply.com, Further, as per the fourth proviso of the said section, audited annual accounts of the subsidiary companies have also been placed on the website of the Company, Shareholders interested in obtaining a copy of the audited annual accounts of the subsidiary companies may write to the Company Secretary at the Company's registered office.

The audited financial statements and the audit reports of the subsidiaries are available for inspection at the registered office of the Company and that of the subsidiaries during office hours between 11,00 A,M, and 1,00 P,M.

Particulars of loans, guarantees and investments

The Company has not given loans, guarantees or made investments exceeding sixty per cent of its paid-up share capital, free reserves and securities premium account or one hundred per cent of its free reserves and securities premium account, whichever is more, as prescribed in Section 186 of the Companies Act, 2013.

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in Annexure 2 hereto and forms part of this Report.

Particulars of contracts or arrangements with related parties

Particulars of every contract or arrangements entered into by the Company with Related Parties referred to in Section 188 (1) of the Companies Act, 2013 in Form AOC-2 prescribed under the Companies (Accounts) Rules, 2014 is appended as Annexure 3 hereto and forms part of this Report.

There are no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large.

All Related Party Transactions are placed before the Audit Committee for approval. The Audit Committee reviews all related party transactions quarterly. A statement giving details of all related party transactions is placed before the Audit Committee and the Board of Directors for their approval on a quarterly basis.

A policy on 'Materiality of and dealing with Related Party Transactions' has been devised by the Board of Directors at its meeting held on 30th October, 2014 for determining the materiality of transactions with related parties and dealings with them. The said policy may be referred to at the Company's website: http://www.centuryply.com/about-us/#slide4.

Public deposits

The Company has not invited or accepted deposits from the public covered under Section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014.

auditors

Auditors and Auditors' Report

M/s. Singhi & Co., Chartered Accountants (Firm Registration No. 302049E), Statutory Auditors of the Company, have been appointed by the members at the previous Annual General Meeting and shall hold office for a period of 5 years.

M/s. Singhi & Co. have given their consent to act as Auditors, if appointed. The Company has received a letter from them to the effect that they satisfy the criteria provided in Section 141 of the Companies Act, 2013 and that their appointment would be within the limits prescribed under Section 141(3)(g) of the Companies Act, 2013.

Members are requested to ratify their appointment as the Statutory Auditors of the Company and fix their remuneration for the financial year ending 31st March, 2016.

The Auditors' Report to the shareholders for the year under review does not contain any qualification. The Notes on Financial Statements referred to in the Auditors' Report are self-explanatory and do not call for any further comments.

Cost Auditors

Your Company had appointed M/s. B.G. Chowdhury & Co., Cost Accountants, of 4A, 11/47A, Panditia Road, Kolkata - 700029, having Firm registration number 000064, as Cost Auditors for audit of cost records maintained with respect to plywood, laminate, veneer and related products for the financial year ended 31st March, 2014. The Cost Audit Report was filed by the Cost Auditors on 26th November, 2014.

Secretarial Audit

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s. MKB and Associates, Practising Company Secretaries to undertake the Secretarial Audit of the Company. Secretarial Audit Report in Form MR. 3, given by the Company Secretary in Practice, is annexed herewith as Annexure 4. The Report does not contain any qualification.

directors and key managerial personnel

I. Independent Directors

(a) Appointment of Independent Directors:

At the Annual General Meeting of the Company held on 11th September, 2014, the Members of the Company appointed Smt. Mamta Binani (holding DIN 00462925),Sri Mangi LaI Jain (holding DIN 00353075), Sri Manindra Nath Banerjee (holding DIN 00312918), Sri Santanu Ray (holding DIN 00642736), Sri Samarendra Mitra (holding DIN 05105399) and Sri Asit Pal (holding DIN 00742391) as Independent Directors under the Companies Act, 2013 each for a term up to 31st March, 2019.

(b) Woman Director

As per the provisions of Section 149(1) of the Companies Act, 2013 and revised Clause 49 of the Listing Agreement, the Company is required to have at least one Woman Director on its Board, Accordingly, Smt, Mamta Binani (holding DIN 00462925), was appointed as Director of the Company on recommendation of the Nomination and Remuneration Committee.

(c) Resignation of Director

Sri Sajan Kumar Bansal resigned from the Directorship of the Company with effect from 6th May, 2014, The Board places on record its appreciation for the services and contribution made by him during his tenure.

(d) Statement on Declaration given by independent Directors under Sub-Section (6) of Section 149

The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as laid down in Section 149(6) of the Companies Act, 2013 and Clause 49 of the Listing Agreement.

(e) Familiarisation Programme undertaken for independent Directors

The Independent Directors are familiarised with the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model of the Company, etc, On appointment, the Independent Director is issued a Letter of Appointment setting out in detail the terms of appointment, duties, responsibilities and expected time commitments, Each newly appointed Independent Director is taken through a formal induction programme including a presentation by the Chairman on the Company's manufacturing, marketing, finance and other important aspects, The Company Secretary briefs the Director about their legal and regulatory responsibilities as a Director, The induction for Independent Directors includes interactive sessions with Executive Committee Members, Business and Functional Heads, visit to the manufacturing site, etc, On matters of specialised nature, the Company engages external experts/consultants for presentation and discussion with the Board members, The detailed overview of the familiarisation program is available on the Company's website: http://www,centuryply,com/about-us/#slide4,

II. Non- independent Directors Retirement by Rotation

As per the provisions of Section 152(6)(c) of the Companies Act, 2013, Sri Hari Prasad Agarwal retires by rotation, and being eligible, offers himself for re-appointment, In view of his considerable experience and contribution to the Company, your Directors recommend his re-appointment.

III. Key Managerial Personnel

The Board of Directors at its meeting held on 6th May, 2014 approved the continuation of Sri Arun Kumar Julasaria as the Chief Financial Officer and Sri Sundeep Jhunjhunwala as the Company Secretary on the existing terms and conditions of appointment.

Meetings

Meetings of Board of Directors

During the financial year ended 31st March, 2015, four Board Meetings were held, details of which are given in the Corporate Governance Report, The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

Meetings of Independent Directors

In terms of Schedule IV of the Companies Act, 2013 and revised Clause 49 of the Listing Agreement, a meeting of the Independent Directors is required to be held, inter alia, to review the performance of the Non-Independent Directors and the Board as a whole, Accordingly, a meeting of Independent Directors was held on 21st January, 2015 wherein the performance of the Non-independent Directors, including the Chairman and the Board as a whole was reviewed, The Independent Directors at the meeting also assessed the quality, quantity and timeliness of flow of information between the Company management and the Board of Directors of the Company.

managerial remuneration

Managerial Remuneration

The information required pursuant to Section 197 (12) read with Rule 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 with respect to employees of the Company are given in Annexure 5 hereto and forms a part of this Report.

Your Directors state that neither the Managing Directors nor the Whole-time Directors of the Company receive any remuneration or commission from any of its Subsidiaries.

Particulars of Employees

The particulars of employees as required by Section 197 of the Companies Act, 2013, read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, in respect of the employees employed throughout the financial year and drawing Rs. 60 lacs or more are given in Annexure 5 hereto and forms part of this Report.

There was no employee who was employed for part of the financial year, requiring such disclosure. There was also 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 the requirement of Section 134(3)(c) and 134(5) of the Companies Act, 2013, the Directors hereby confirm that:

(i) in the preparation of the annual accounts for the year ended 31st March, 2015, the applicable accounting standards have been followed and there are no material departures from the same;

(ii) the Directors have 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 and of the profit 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 this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

(iv) the Directors have prepared the annual accounts of the Company on a 'going concern' basis.

(v) The Directors had 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.

Management Discussion and Analysis

Management Discussion and Analysis for the year under review, as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges, is presented in a separate section forming part of the Annual Report.

Corporate Governance

The Company is committed to maintain the highest standards of Corporate Governance and adhere to the Corporate Governance requirements set out in Clause 49 of the Listing Agreement. The Report on Corporate Governance as stipulated under Clause 49 of the Listing Agreement forms a part of the Annual Report.

A certificate from M/s. MKB and Associates, Practising Company Secretaries confirming compliance with the conditions of Corporate Governance as stipulated under the aforesaid Clause 49, is attached to the Report on Corporate Governance. This Certificate will be forwarded to the Stock Exchanges along with the Annual Report of the Company.

During the period from 6th May, 2014 to 23rd July, 2014, the Company's Board of Directors did not have the required number of Non-executive and Independent Directors consequent upon resignation of one of the Independent Directors. The Company had appointed Smt. Mamta Binani as an Independent Director on the Board of the Company with effect from 24th July, 2014 within the permissible time limit and with this appointment, requirements of Clause 49 of the Listing Agreement stood complied with.

CEO and CFO Certification

As required by Clause 49 of the Listing Agreement, the CEO and CFO certification has been submitted to the Board and a copy thereof is contained elsewhere in this Annual Report.

Internal Financial Controls

The Company has in place Internal Financial Controls commensurate with the nature of its business and the size and complexity of its operations. The Company's system of internal Financial Control has been designed to provide a reasonable assurance with regard to maintaining of proper accounting controls, protecting assets from unauthorised use or losses, prevention and detection of frauds and errors and for ensuring reliability of financial reporting.

The Audit Committee of the Board of Directors actively reviews the adequacy and effectiveness of the internal control systems and suggests improvements to strengthen them. The Company has a robust Management information System, which is an integral part of the control mechanism. Based on the report of internal audit function, process owners undertake corrective action in their respective areas and thereby strengthen the controls. All these steps facilitate timely detection of any irregularities and early remedial measures. During the year, no reportable material weaknesses in the internal Financial Controls were observed.

Performance Evaluation

The Nomination and Remuneration Committee at its meeting established the criteria of evaluation of the performance of the Directors, including independent Directors, based on which the Board evaluated the performance of the Directors. A structured questionnaire for evaluation was prepared after taking into consideration inputs received from the Directors, covering various aspects of the Board's functioning such as adequacy of the composition of the Board and its Committees, Board culture, execution and performance of specific duties, obligations and governance.

A separate exercise was carried out by the Nomination and Remuneration Committee to evaluate the performance of individual Directors including the Chairman of the Board, on parameters such as level of engagement and contribution, independence of judgement, safeguarding the interest of the Company and its minority shareholders etc. The performance evaluation of the Chairman and the Non independent Directors and Board as a whole was also carried out by the independent Directors.

Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board, after taking into consideration the evaluation exercise carried out by the Nomination and Remuneration Committee and by the independent Directors at their separate meeting, has carried out an annual performance evaluation of its own performance and that of its Committees and individual Directors.

The Directors expressed their satisfaction over the evaluation process and results thereof.

committees of board

Audit Committee

The composition and terms of reference of the Audit Committee have been furnished in the Corporate Governance Report forming a part of this Annual Report. There has been no instance where the Board has not accepted the recommendations of the Audit Committee.

Nomination and Remuneration Committee

The composition and terms of reference of the Nomination and Remuneration Committee have been furnished in the Corporate Governance Report forming a part of this Annual Report.

Share Transfer cum Stakeholders Relationship Committee

The composition and terms of reference of the Share transfer cum Stakeholders Relationship Committee have been furnished in the Corporate Governance Report forming a part of this Annual Report.

Corporate Social Responsibility Committee

The composition and other details of Corporate Social Responsibility Committee are provided elsewhere in this Report.

policies and codes

Remuneration Policy

The Policy of the Company on appointment and remuneration of Directors, Key Managerial Personnel and Senior Management Personnel including criteria for determining qualifications, positive attributes, independence of a Director and other matters provided in Section 178(3) of Companies Act, 2013, is appended as Annexure 6 to this Report.

Board Diversity Policy

The Company recognises and embraces the importance of a diverse Board and believes that an enlightened Board consciously creates a culture of leadership to provide a long-term vision and to improve the quality of governance. A diverse Board leverages differences in thought, perspective, knowledge, skill, regional and industry experience, cultural and geographical background, all of which helps us retain our competitive advantage. The Board has adopted the Board Diversity Policy which sets out the approach to diversity of the Board of Directors. The Board Diversity Policy is available on our website at http://www.centuryply.com/about-us/#slide4.

Whistle Blower Policy/ Vigil Mechanism

The Company has formed a Whistle Blower Policy/ Vigil Mechanism as required under Section 177 of the Companies Act, 2013 and Clause 49 of the Listing Agreement. A Vigil (Whistle Blower) Mechanism provides a channel to the employees and Directors to report to the management concerns about unethical behaviour, actual or suspected fraud or violation of the Codes of conduct or policy. The mechanism provides for adequate safeguards against victimisation of employees and Directors to avail of the mechanism and also provide for direct access to the Chairman/ CEO/ Chairman of the Audit Committee in exceptional cases. The said policy may be referred to, at the Company's website at: http://www.centuryply.com/about-us/#slide4.

Risk Management Policy

The Company has a defined Risk Management framework to identify, assess, monitor and mitigate various risks to key business objectives. The Board is kept informed about the risk assessment and minimisation procedures. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis. The policy is periodically reviewed by the Audit Committee to ensure that the executive management controls the risk as per decided policy. The risk management issues are discussed in Management Discussion and Analysis.

Policy on Prevention of Sexual Harassment

The Company values the dignity of individuals and strives to provide a safe and respectable work environment to all its employees. The Company is committed to providing an environment, which is free of discrimination, intimidation and abuse. The Company believes that it is the responsibility of the organisation to protect the integrity and dignity of its employees and also to avoid conflicts and disruptions in the work environment due to such cases.

The Company has put in place a 'Policy on Prevention of Sexual Harassment' as per the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 ("Sexual Harassment Act”). As per the policy, any employee may report complaint to the Complaints Committee formed for this purpose or to any member thereof or to the location head. We affirm that adequate access was provided to any complainant who wished to register a complaint under the policy. No complaint was received during the year.

Policy on Corporate Social Responsibility

An outline of Policy on Corporate Social Responsibility is provided elsewhere in this Report.

Policy for Determining 'Material' Subsidiaries

As required under clause 49(V) of the amended Listing Agreement, the Company has formulated a Policy for determining 'material' subsidiaries and the same has been put up on the website of the Company at http://www.centuryply.com/about-us/#slide4.

Policy on Materiality of and Dealing with Related Party Transactions

As required under clause 49(VIII) of the amended Listing Agreement, the Company has formulated a 'Policy on Materiality of and Dealing with Related Party Transactions' and the same has been put up on the website of the Company at http://www.centuryply.com/about-us/#slide4.

Code of Conduct

The Company has adopted a code of conduct for all Board members and senior management of the Company, details whereof are provided elsewhere in this Report.

Code of Conduct for Prevention of Insider Trading and Code of Corporate Disclosure Practices for Prevention of Insider Trading

In compliance with the provisions of SEBI (Prohibition of Insider Trading) Regulations, 1992, (as amended from time to time), the Company has adopted a 'Code of Conduct for Prevention of insider Trading' to preserve the confidentiality and prevent misuse of unpublished price sensitive information by Directors and specified employees of the Company. This policy also provides for periodical disclosures from designated employees as well as pre-clearance of transactions by such persons so that they may not use their position or knowledge of the Company to gain personal benefit or to provide benefit to any third party.

The Company also has a Code of Corporate Disclosure Practices for Prevention of insider Trading to ensure timely and adequate disclosure of price sensitive information.

corporate social responsibility

The Company has constituted a Corporate Social Responsibility (CSR) Committee in accordance with Section 135 of the Companies Act, 2013. The CSR Committee was constituted by the Board of Directors of the Company at its meeting held on 20th January, 2014 comprising Sri Sajjan Bhajanka as the Chairman and Sri Hari Prasad Agarwal and Sri Mangi Lal Jain as other members.

The said Committee has also formulated a Policy on Corporate Social Responsibility (CSR Policy) indicating the activities to be undertaken by the Company, monitoring the implementation of the framework of the CSR Policy and the amount to be spent on CSR activities. The CSR Policy of the Company is available on the Company's website: http://www.centuryply.com/about-us/#slide4. The CSR Committee has confirmed that the implementation and monitoring of CSR Policy is in compliance with CSR objectives and Policy of the Company.

The Annual Report on CSR as required under the Companies (Corporate Social Responsibility) Rules, 2014 has been appended as Annexure 7 to this Report.

miscellaneous

Extract of the Annual Return

Extract of the Annual Return as on the financial year ended 31st March, 2015 in Form MGT 9 is annexed hereto as Annexure 8 and forms a part of this report.

Significant and Material Orders Passed by the Regulators/ Courts/ Tribunals

There are no significant material orders passed by the Regulators/ Courts/ Tribunals which would impact the going concern status of the Company and its future operations.

Green Initiatives in Corporate Governance

Ministry of Corporate Affairs has permitted companies to send electronic copies of Annual Report, notices, etc. to the e-mail IDs of shareholders. Your Company has accordingly arranged to send the soft copies of these documents to the e-mail IDs of shareholders wherever applicable. In case any shareholder would like to receive physical copies of these documents, the same shall be forwarded upon receipt of written request.

Human Resource Development and Industrial Relations

The human resource philosophy and strategy of your Company has been designed to attract and retain the best talent on offer. Employees are your Company's most valuable assets and your Company's processes are designed to empower employees and support creative approaches in order to create enduring value. Your Company's human resource management systems and processes aim to enhance organisational performances. The Company focuses on quick grievance resolution mechanisms and maintains absolute harmony with its work force and as such it has not faced any labour trouble since inception.

Particulars as per Section 134 (3)(m) of the Companies Act, 2013.

Particulars of 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 the Companies (Accounts) Rules, 2014 are given in Annexure 9 and forms part of this Report.

Transfer of amounts to Investor Education and Protection Fund

Pursuant to the provisions of Section 205A(5) and 205C of the Companies Act, 1956, relevant amounts which remained unpaid or unclaimed for a period of seven years have been transferred by the Company, from time to time on due dates, to the Investor Education and Protection Fund.

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 11th September, 2014 (date of last Annual General Meeting) on the Company's website (www.centuryply.com), as also on the website of Ministry of Corporate Affairs.

annexures

Annexures Forming a Part of this Report of the Directors

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

Annexure Particulars

1 Statement containing salient features of financial statements of Subsidiaries and Associates

2 Details of Loans, Guarantees and Investments

3 Particulars of contract or arrangements entered into by the Company with Related Parties

4 Secretarial Audit Report

5 Particulars of Employees and Managerial Remuneration

6 Remuneration Policy

7 Annual Report on Corporate Social Responsibility

8 Extract of Annual Return

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

appreciation

Your Directors place on record their deep appreciation to employees at all levels for their hard work, dedication and commitment. The enthusiasm and unstinting efforts of the employees have enabled the Company to remain a leading player in the industry.

The Board places on record its appreciation for the support and co-operation your Company has been receiving from its suppliers, redistribution stockists, retailers, business partners and others associated with the Company as its trading partners. Your Company looks upon them as partners in its progress and has shared with them the rewards of growth. It will be the Company's endeavour to build and nurture strong links with the trade based on mutuality of benefits, respect for and co-operation with each other, consistent with consumer interests.

The Directors also take this opportunity to thank all Investors, Clients, Vendors, Banks, Government and Regulatory Authorities and Stock Exchanges, for their continued support.

For and on behalf of the Board of Directors

Sajjan Bhajanka Chairman and Kolkata, 28th April, 2015 Managing Director


Mar 31, 2014

Dear Members,

The Directors are pleased to present the 33rd Annual Report and the Company''s audited accounts for the financial year ended 31st March, 2014.

Financial Results

The Company''s financial performance, for the year ended 31st March, 2014 is summarised below: Rs. in Crores

Name CONSOLIDATED STAND ALONE 2014-14 2012-13 2014-14 2012-13

Gross Income 1457.96 1287.96 1400.06 1237.57

Net Income 1351.35 1188.85 1293.45 1138.46

Profit Before Depreciation, Interest & Tax 161.91 130.57 157.66 120.15

Depreciation 38.71 27.96 33.24 26.73

Interest & Finance Charges 60.34 40.36 55.12 39.05

Exceptional Items -

Profit Before Tax 62.86 62.25 69.30 54.37

Tax Expenses (0.47) 4.58 2.36 1.72

Profit after Tax before Minority Interest 63.33 57.67 66.94 52.65

Less : Minority Interest 3.13 2.46 - -

Add: Proportionate share of loss in associates 0.06 (0.02) - -

Net Profit after Minority Interest and share of loss of associate 60.26 55.19 66.94 52.65

Surplus in Statement of Profit and Loss

At the beginning of the year 199.19 549.22 194.69 206.56

Less: On cessation of subsidiaries pursuant to the Scheme of - 340.70 - -

Arrangement

Add: Profit for the year 60.26 55.19 66.94 52.65

Less:

- Proportionate Dividend on Preference Shares - 0.02 - 0.02

- Proposed Dividend of Rs.1 (Previous Year Rs.0.25) on Equity Shares 22.22 5.56 22.22 5.56

- Tax on proposed Equity Dividend 2.95 0.94 2.95 0.94

- Transfer to Capital Redemption Reserve - 0.50 - 0.50

- Transfer to General Reserve 8.12 57.50 7.00 57.50

At the end of the year 226.16 199.19 229.46 194.69

performance and operations reVieW

According to the latest estimate, Indian economy grew by 4.7% in FY 2014. Despite a good monsoon, the manufacturing indices had declined, commodity prices stayed at high levels and food inflation reached an all-time high, which resulted in sustained CPI inflation

of over 10% in the last financial year. The Rupee depreciated significantly before retracting in the latter half of the year. Consumer sentiments remained subdued for most part of FY 2014. However, the slow GDP growth appears to have bottomed out and economic activity is expected to pick up from the second quarter of FY 2015.

During FY 2014, against the backdrop of a challenging business environment, your Company reported a top-line growth of 13%

over the previous year. At Standalone level, the Gross Income stood at Rs.1400.06 Crores as compared to Rs.1237.57 Crores in the previous year. Profit before tax increased from Rs.54.37 Crores to Rs.69.30 Crores reflecting a growth of 27%. Net Profit after tax was Rs.66.94 Crores compared to Rs.52.65 Crores in previous year, reflecting a growth of 27%.

The Consolidated Gross Income for FY 2014 was placed at Rs.1457.96 crores against Rs.1287.96 crores during the previous year, registering a growth of over 13%. The Net Profit after minority interest and share of profit of associates was Rs.60.26 crores against Rs.55.19 crores in previous year, reflecting a growth of 9%.

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

Dividend

Your Directors have recommended a dividend of Rs.1 per equity share (last year Rs.0.25 per equity share) of face value Rs.1 each (exclusive of applicable tax on dividend). The dividend payout is subject to approval of members at the ensuing Annual General Meeting.

Internal Control Systems and their Adequacy

Your Company has an effective internal control and risk- mitigation system, which is constantly assessed and strengthened with new/revised standard operating procedures. The Company''s system of internal control has been designed to provide a reasonable assurance with regard to maintaining of proper accounting controls, monitoring of operations, protecting assets from unauthorized use or losses, compliance with regulations and for ensuring reliability of financial reporting. Your Company runs on SAP,which ensures integrated accounting, information and control systems.

The main thrust of the internal audit process is test and review of controls, independent appraisal of risks, business processes and benchmarking internal controls with best practices.

The Audit Committee of the Board of Directors actively reviews the adequacy and effectiveness of the internal control systems and suggests improvements to strengthen them. The Company has a robust Management Information System, which is an integral part of the control mechanism. Significant deviations are brought to the notice of the Audit Committee of the Board periodically and corrective measures are recommended for implementation. All these steps facilitate timely detection of any irregularities and early remedial measures.

Subsidiaries & Associates

Auro Sundram Ply & Door Pvt. Ltd. (ASPDPL), Aegis Business Ltd. (ABL), Aegis Overseas Ltd. (AOL), Century MDF Ltd. (CML) and Centuryply Myanmar Pvt. Ltd. (CMPL) continue to remain subsidiaries of the Company. CMPL has set up a veneer and plywood unit near Yangon city in Myanmar, which has become operational in 2013-14.

ASPDPL is operating a plywood unit at Raipur Industrial Area, Uttarakhand. This unit is manufacturing plywood and allied products from eco-friendly agro-forestry timber.

ABL and AOL are engaged in logistic and trading of mineral and other commodities. ABL has also entered into shipping business by acquiring a super max vessel of 52261 ton capacity.

Ara Suppliers Pvt. Ltd., Arham Sales Pvt. Ltd., Adonis Vyaper Pvt. Ltd., Apnapan Viniyog Pvt. Ltd., Aegis Siam Ltd. and Aegis Siam Resources Company Ltd. continued to remain our Associate Companies. During the year, the Company acquired 50% stake in Century Infotech Ltd., thereby making it its Associate Company. Century Infotech Ltd. is engaged in 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 on internet.

Consolidated financial statements

The Ministry of Corporate Affairs, Government of India vide its Circular No. 2/2011 dated 8th February, 2011, exempted companies from complying with the requirements of Section 212, subject to fulfilment of certain conditions. Accordingly

the Board of Directors of the Company has, by resolution given consent for not attaching the Balance Sheet, Statement of Profit and Loss and other documents of the subsidiary companies in the Annual Report of the Company for the financial year ended 31st March, 2014.

The Company has prepared audited consolidated financial statements for the financial year 2014 in accordance with Accounting Standard 21 and the same forms a part of this Annual Report. The Statement pursuant to Section 212 of the Companies Act, 1956, highlighting the summary of the financial performance of our subsidiaries is annexed to this report. A statement of holding Company''s interest in subsidiaries is also annexed.

The audited financial statements and audit reports of each of the subsidiaries are available for inspection at the registered office of the Company and that of the subsidiaries during office hours between 11.00 A.M. to 1.00 P.M. and are also available on the Company''s website, www.centuryply.com. Upon written request from a shareholder, your Company will arrange to send the financial statements of subsidiary companies to the said shareholder.

fUtUre oUtlooK

In the recent past, the Indian economy has had to overcome varied challenges in its resolve to sustain its economic success. The major challenges included unsupportive external environment, domestic structural constraints, growth slowdown and inflationary pressures. The growth slowdown in India is broadly in sync with trends in similar emerging economies. The sharp downturn in growth owes to the interface of domestic factors with the global economic environment of uncertainties and slow growth in many advanced economies. The revival in agriculture on the back of a steady monsoon and robust growth in financial and business services led to a modest uptick in growth in 2013-14. From 2014 onwards, global growth prospects are projected to improve over the medium term at a gradual pace. In India, several reform measures have been undertaken which are expected to help in revival of investment and growth in the economy. In addition, resurgence of exports, prospects of revival in the global economy and moderation in inflation observed recently, point to a better outlook for the Indian economy in 2014-15 vis-à-vis 2013-14.

Global economic indicators are expected to improve, led by positive prospects in advanced economies. Despite a strengthening external demand, uncertainty continues to loom large on the economic horizon of some emerging economies owing to domestic fragilities. The global economic climate continues to be volatile, uncertain and prone to geo-political risks.

For India, economic activity is expected to improve modestly,

driven by global economic revival and moderation in inflation. Upside pressures on inflation and consumption, hinge on the vagaries of the monsoon and the pace of revival of the investment climate will determine to a very large extent India''s economic performance, going forward.

Economic growth is likely to accelerate in the next fiscal as the reform process continues and begins to bear fruit. The pick-up will be aided by implementation of stalled projects, debottlenecking of the various sectors and a recovery in industry on higher external demand. The GDP forecast for the next fiscal is driven by a partial unclogging of domestic policy logjam as well as improved global growth prospects.

Stakeholders are markedly bullish about the future and expect the business environment to be upbeat in the current financial year in view of the imminent change in regime and introduction of economic enablers to stimulate growth. Sentiments of home buyers and investors is seeing an improvement, displaying a strong positive outlook for the real estate sector.

The Indian markets are now poised to gain from the structural changes expected revolving around reforms and infrastructure spending. A fall in the interest rates could lead to a revival in the investment cycle, leading to substantial improvement in the earnings of the industrial sector.

The Indian real estate sector plays a significant role in the country''s economy. The real estate sector is second only to agriculture in terms of employment generation and contributes considerably towards GDP. The real estate sector is poised to grow manifold in the next decade in view of the prevailing phenomenal shortage of dwelling units.

Since Plywood and laminate are essential part of interior furnishing, the demand for these products is directly related to the growth of infrastructure and real estate sector. With continued government focus on infrastructure and real estate sector the demand for Company''s products is expected to remain buoyant. With strong and preferred "Centuryply" brand under its fold, the Company is expected to perform better in current fiscal.

Future plans of expansion

Considering buoyant demand for the products and marketing strength of "Centuryply" brand, the Company has plans for capacity expansions through organic and inorganic routes. The Company''s green-field plywood unit in Gujarat, has already started production. Another green-field plywood unit in Myanmar, has being set up by Company''s wholly owned subsidiary Centuryply Myanmar Pvt. Ltd. and has started production in 2013-14. The Company has already entered into ready-made furniture business, initially with trading format and two mega show rooms at Kolkata and Bangalore. The Company has plans to promote a green-field Medium Density Fiber Board and Particle Board Unit in Andhra Pradesh.

The Company is continuing its focus on logistic service sector. The two Container Freight Stations (CFS) of the Company near Kolkata Port are fully operational. The combined capacity of these two CFSs is 130000 TEUs per annum, which is almost 2/3rd of total CFS capacity available at Kolkata Port. The Company is exploring further possibilities in logistic service sector.

Directors

Sri Sajan Kumar Bansal was appointed as Additional Director of the Company on 8th July, 2013 and his appointment was confirmed by the members in their Annual General Meeting held on 25th September, 2013. He, however, resigned from the Directorship of the Company with effect from 6th May, 2014. The Board places on record its appreciation for the services and contribution made by him during his tenure.

As per the provisions of the Companies Act, 2013, Sri Prem Kumar Bhajanka retires by rotation, and being eligible, offers himself for re-appointment. In view of his considerable experience and contribution to the Company, your Directors recommend his re-appointment.

As per the provisions of Section 149(1) of the Act and amended Clause 49 of the Listing Agreement, the Company is required to have atleast one woman director. Keeping in view this requirement, Smt. Mamta Binani (holding DIN 00462925), was appointed as Director of the Company with effect from 24th July, 2014 on recommendation of the Nomination and Remuneration Committee, in the intermittent vacancy caused by the resignation of Sri Sajan Kumar Bansal.

In terms of Section 161(4) of the Companies Act, 2013 (including any statutory modification(s) or re-enactment thereof for the time being in force), Smt. Mamta Binani would have held office up to the date up to which Sri Bansal would have held the same, had it not been vacated. However, considering the requirements of Sections 149 and 152, appointment of Smt. Mamta Binani as Independent Director needs to confirmed by the Members at the ensuing Annual General Meeting.

The Company has received requisite notice in writing from a member in terms of Section 160 of the Companies Act, 2013 proposing Smt. Mamta Binani for appointment as Independent Director, not liable to retire by rotation, for a term up to 31st March, 2019.

The Companies Act, 2013 provides for appointment of

independent directors. Sub-section (10) of Section 149 of the Companies Act, 2013 provides that Independent Director shall hold office for a term of up to five consecutive years on the Board of a company and shall be eligible for re-appointment on passing a special resolution by the shareholders of the company. Sub-section (11) states that no independent director shall be eligible for more than two consecutive terms of up to five years each. Sub-section (13) states that the provisions in respect of retirement of directors by rotation as defined in sub- sections (6) and (7) of Section 152 of the Act shall not apply to such independent directors. Further, appointment of existing Independent Directors as required by the Companies Act, 2013, also needs to be made as per Sections 149, 150 and 152 read with Schedule IV thereto and rules made thereunder.

Accordingly, Sri Manindra Nath Banerjee (DIN: 00312918), Sri Mangi Lal Jain (DIN: 00353075), Sri Samarendra Mitra (DIN: 05105399), Sri Santanu Ray (DIN: 00642736) and Sri Asit Pal (DIN: 00742391), existing Independent Directors of the company, are proposed to be appointed as Independent Directors of the Company, not liable to retire by rotation, for a term up to 31st March, 2019.

The Company has received requisite notices in writing from members in terms of Section 160 of the Companies Act, 2013 proposing Sri Manindra Nath Banerjee, Sri Mangi Lal Jain, Sri Samarendra Mitra, Sri Santanu Ray and Sri Asit Pal for appointment as Independent Directors.

The Company has received declarations from all the Independent Directors of the Company confirming that they meet with the criteria of independence as prescribed both under sub-section (6) of Section 149 of the Companies Act, 2013 and under Clause 49 of the Listing Agreement with the Stock Exchanges.

The brief resume of the aforesaid Directors and other information have been detailed in the Notice. Your Directors recommend their appointment as Directors of your Company

Directors'' responsiBility statement

Pursuant to the requirement of Section 217(2AA) of the Companies Act, 1956, with respect to Directors'' Responsibility Statement, the Directors hereby confirm that:-

(i) in the preparation of the annual accounts for the year ended 31st March, 2014, the applicable accounting standards read with requirements set out under Schedule VI to the Companies Act, 1956, have been followed and there are no material departures from the same;

(ii) the Directors have 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 and of the profit 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, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

(iv) the Directors have prepared the annual accounts of the Company on a ''going concern'' basis.

Management discussion and analysis

Management''s Discussion and Analysis for the year under review, as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges, is presented in a separate section forming part of the Annual Report.

Corporate Governance

The Company is committed to maintain the highest standards of corporate governance and adhere to the corporate governance requirements set out in Clause 49 of the Listing Agreement.

The Report on corporate governance as stipulated under Clause 49 of the Listing Agreement forms part of the Annual Report.

The requisite certificate from M/s. MKB and Associates, Practising Company Secretaries confirming compliance with the conditions of corporate governance as stipulated under the aforesaid Clause 49, is attached to the Report on corporate governance. This Certificate will be forwarded to the Stock Exchanges along with the Annual Report of the Company.

During the period from 1st April, 2013 to 7th July, 2013, the Company''s Board of Directors did not have adequate number of Non-executive Directors and Independent Directors. The Company had appointed Sri Sajan Kumar Bansal as an Independent Director on the Board of the Company with effect from 8th July, 2013 within the permissible time limit and with this appointment, requirements of Clause 49(IA) of the Listing Agreement stood complied with.

ceo/cfo certification

As required by Clause 49 of the Listing Agreement, the CEO/ CFO certification has been submitted to the Board and a copy thereof is contained elsewhere in this Annual Report.

Auditors & auditors'' report

M/s. S. R. Batliboi & Co. LLP, Chartered Accountants, the Statutory Auditors retire at the conclusion of the ensuing Annual General Meeting and have expressed their unwillingness to be reappointed for a further term. A Notice has been received from a shareholder pursuant to Section 140(4) read with Section 115 of the Companies Act, 2013 proposing a resolution for approval of the shareholders at the ensuing Annual General Meeting for appointment of M/s. Singhi & Co., Chartered Accountants, as the Statutory Auditors of the Company. The Board of Directors of the Company have, subject to approval of the Members, decided to make a change in the Statutory Auditors. This change is in order to remain at the forefront of good governance and in recognition of regulatory changes in India.

A resolution proposing appointment of M/s. Singhi & Co. as the Statutory Auditors of the Company pursuant to Section 139 of the Companies Act, 2013, forms a part of the Notice convening the Annual General Meeting. M/s. Singhi & Co. have given their consent to act as Auditors, if appointed. The Company has received a letter from them to the effect that they satisfy the criteria provided in Section 141 of the Companies Act, 2013 and that their appointment, if made, would be within the limits prescribed under Section 141(3)(g) of the Companies Act, 2013.

Members are requested to consider their appointment as Statutory Auditors of the Company from the conclusion of this Annual General Meeting until conclusion of the Thirty Eighth Annual General Meeting of the Company, subject to ratification at every Annual General Meeting and to fix their remuneration for the financial year ending 31st March, 2015.

The Board placed on record its appreciation for the services rendered by M/s. S. R. Batliboi & Co. LLP as the Statutory Auditors of the Company.

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

Cost Auditors

Your Company had appointed M/s. B. G. Chowdhury & Co., Cost Accountant, of 4A, 11/47A, Panditia Road, Kolkata- 700029, having Firm registration number 000064, as Cost Auditor for audit of cost records maintained in respect of plywood, laminate, veneer and related products for the financial year ended 31st March, 2013. The Cost Audit Report was filed by the Cost Auditor on 11th December, 2013.

Corporate Social Responsibility

The Company''s Corporate Social Responsibility (CSR) initiatives has played pivotal role in improving the lives of the communities and society at large and in and around our operations with an objective to energize, involve and enable them to realise their potential. This has also enabled us to fulfil our commitment to be a socially responsible corporate citizen.

During the year, your directors have constituted the Corporate Social Responsibility Committee (CSR Committee) comprising of Sri Sajjan Bhajanka as the Chairman and Sri Hari Prasad Agarwal and Sri Mangi Lal Jain as other members.

The said Committee has also formulated a Corporate Social Responsibility Policy (CSR Policy) indicating the activities to be undertaken by the Company, monitoring the implementation of the framework of the CSR Policy and the amount to be spent on CSR activities.

Green initiatives in corporate Governance

Ministry of Corporate Affairs has permitted companies to send electronic copies of Annual Report, notices etc., to the e-mail IDs of shareholders. Your Company has accordingly arranged to send the soft copies of these documents to the e-mail IDs of shareholders wherever applicable. In case any shareholder would like to receive physical copies of these documents, the same shall be forwarded upon receipt of written request.

hUman resoUrce de Velopment & indUstrial relations

The human resource philosophy and strategy of your Company has been designed to attract and retain the best talent on offer. Employees are your Company''s most valuable assets and your Company''s processes are designed to empower employees and support creative approaches in order to create enduring value. Your Company''s human resource management systems and processes aim to enhance organisational performances. The Company focuses on quick grievance resolution mechanisms and maintains absolute harmony with its work force and as such it has not faced any labour trouble since inception.

particulars as per section 217 of the companies act, 1956.

Particulars of Employees

The particulars of employees as required by Section 217 (2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, in respect of the employees employed throughout the financial year and drawing Rs.60 lacs or more is annexed separately. There was no employee who was employed for part of the financial year, requiring such disclosure.

Particulars of Conservation of Energy, Technology Absorption and Foreign Exchange Earning and Outgo

Particulars of conservation of energy, technology absorption and foreign exchange earnings and outgo as required under Section 217 (1) (e) of the Companies Act,1956, read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 are given in the annexure attached hereto and forms part of this Report.

Transfer of amoUnts to inVestor edUcation and protection fUnd

Pursuant to the provisions of Section 205A(5) and 205C of the Companies Act, 1956, relevant amounts which remained unpaid or unclaimed for a period of seven years have been transferred by the Company, from time to time on due dates, to the Investor Education and Protection Fund.

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 25th September, 2013 (date of last Annual General Meeting) on the Company''s website (www.centuryply. com), as also on the Ministry of Corporate Affairs'' website.

Public Deposits

The Company has not invited or accepted deposits from the public covered under Section 58A of the Companies Act, 1956.

Appreciation

Your Directors place on record their deep appreciation to employees at all levels for their hard work, dedication and commitment. The enthusiasm and unstinting efforts of the employees have enabled the Company to remain as a leading player in the industry.

The Board places on record its appreciation for the support and co-operation your Company has been receiving from its suppliers, redistribution stockists, retailers, business partners and others associated with the Company as its trading partners. Your Company looks upon them as partners in its progress and has shared with them the rewards of growth. It will be the Company''s endeavour to build and nurture strong links with the trade based on mutuality of benefits, respect for and co- operation with each other, consistent with consumer interests.

The Directors also take this opportunity to thank all Investors, Clients, Vendors, Banks, Government and Regulatory Authorities and Stock Exchanges, for their continued support.

For and on behalf of the Board of Directors

Sajjan Bhajanka

Kolkata, 24th July, 2014 Executive Chairman


Mar 31, 2013

Dear Shareholder''s

The Directors have great pleasure in presenting the 32nd Annual Report together with the audited Balance Sheet as at 31st March, 2013 and Statement of Profit & Loss for the year ended on that date.

FINANCIAL RESULTS (Rs. in Crores)

Particulars CONSOLIDATED STANDALONE 2012-13 2011-12 2012-13 2011-12

Gross Income 1287.96 1784.78 1237.57 1202.40

Net Income 1188.85 1672.41 1138.46 1122.46

Profit Before Depreciation,Interest & Tax 130.57 290.32 120.15 142.65

Depreciation 27.96 55.62 26.73 26.51

Interest & Finance Charges 40.36 58.54 39.05 39.96

Exceptional Items - 20.64 - 13.22

Profit Before Tax 62.25 155.52 54.37 62.96

Tax Expenses 4.58 5.76 1.72 2.87

Profit after Tax before Minority Interest 57.67 149.76 52.65 60.09

Less: Minority Interest 2.46 26.96 - -

Less: Proportionate share of loss in associates 0.02 0.04 - -

Net Profit after Minority Interest and share of loss of Associates 55.19 122.76 52.65 60.09

Surplus in Statement of Profit & Loss

At the beginning of the year 549.22 458.59 206.56 178.60

Less : On cessation of subsidiaries pursuant to the Scheme of Arrangement 340.70 - - -

Add : Profit for the year 55.19 122.76 52.65 60.09

Less :

-Interim Dividend on Equity Shares - 22.22 - 22.22

-Tax on Interim Dividend - 3.60 - 3.60

- Proportionate Dividend on Preference Shares 0.02 0.05 0.02 0.05

- Tax on Dividend on Preference Shares - 0.01 - 0.01

-Proposed Dividend of Rs. 0.25 on Equity Shares 5.56 - 5.56 -

-Tax on proposed Equity Dividend 0.94 - 0.94 -

-Transfer to Capital Redemption Reserve 0.50 - 0.50 -

-Transfer to General Reserve 57.50 6.25 57.50 6.25

At the end of the year 199.19 549.22 194.69 206.56

DEMERGER OF FERRO ALLOY AND CEMENT DIVISION

Pursuant to the Scheme of Arrangement (''the Scheme'') approved by the Hon''ble High Court of Calcutta, all the assets and liabilities of the Ferro Alloy and Cement division (i.e. business and interest of the company in manufacture of ferro alloys and cement including captive power plants attached thereto) have been transferred to and vested in Star Ferro and Cement Limited (Resulting Company) at their respective book values on going concern basis from 1st April, 2012 being the appointed date. As per the Scheme, the appointed date as approved by the Hon''ble Court is 1st April, 2012 and effective date is 28th June, 2013 being the date on which the certified copy of the order sanctioning the said scheme was filed with the Registrar of Companies, West Bengal, in accordance with the Companies Act, 1956. Though the Scheme has become effective after the Balance Sheet date, it is operative from the appointed date 1st April, 2012 and accordingly effect of the same has been given in the accounts for the financial year 2012-13.

The figures for current year are not comparable with figures of previous year due to effect of the Scheme in current year figures.

PERFORMANCE AND OPERATIONS REVIEW

2012-13 being the year under review was a challenging year amidst global uncertainties and disturbances in many parts of the world especially Euro Zone. The global economy improved slowly, but was short on expectations. Several European economies experienced recession due to high unemployment, banking fragility, fiscal tightening and sluggish growth. The U.S. economy improved marginally, driven mainly by housing and the consumer sectors; however, capital investments remained sluggish. Among the Asian economies, China going through a political transition, experienced considerably slow growth. Deceleration in industrial output and exports weakened India''s economic growth significantly.

Despite these constraints and challenging environment, the Company performed reasonably well and the highlights of the performance are as under:

Gross Income rose from Rs. 1,202.40 Crores to Rs. 1,237.57 Crores reflecting a growth of 3%. Profit before tax reduced from Rs. 62.96 Crores to Rs. 54.37 Crores reflecting a fall of 14%. Net Profit after tax was Rs. 52.65 Crores compared to Rs. 60.09 Crores in previous year, reflecting a fall of 12%. The same was adversely impacted due to unprecedented loss on account of foreign exchange difference.

On consolidated basis also, Gross Income was Rs. 1,287.96 Crores against Rs. 1784.78 Crores during the previous year, reflecting a fall of over 28%. The Net Profit after minority interest and share of loss of associates was Rs. 55.19 Crores against Rs. 122.76 Crores in previous year. Fall in profit was primarily due to unprecedented loss on account of foreign exchange difference and effect of demerger in the accounts.

The operations and financial results of the Company are elaborated in the annexed Management Discussion and Analysis. On account of the demerger, the previous year''s figures of the company are not comparable.

DIVIDEND

In view of pressure on profitability and to conserve resources, the Board of Directors recommend dividend @ Rs. 0.25 per equity share. During the year, the Board has also declared and paid pro rata dividend on Preference Shares at coupon rate of 9% per annum till the date of their redemption. All dividend amounts are exclusive of tax on dividend.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company maintains appropriate systems of internal control, including monitoring procedures, to ensure that all assets are safeguarded against loss from unauthorised use or disposition. Company policies, guidelines and procedures are in place to ensure that all transactions are authorised, recorded and reported correctly as well as provide for adequate checks and balances. Your Company runs on SAP, which ensures integrated accounting, information and control systems.

The internal audit reviews the effectiveness and efficiency of these systems and procedures. Audits are finalised and conducted based on internal risk assessment. Significant deviations are brought to the notice of the Audit Committee of the Board periodically and corrective measures are recommended for implementation. All these steps facilitate timely detection of any irregularities and early remedial measures with no monetary loss.

SUBSIDIARIES & ASSOCIATES

Consequent to the Scheme of Arrangement (''the Scheme'') being effective, the business and interest of the company in manufacture of ferro alloys and cement including captive power plants attached thereto have been transferred to and vested in Star Ferro and Cement Limited (Resulting Company). Accordingly Cement Manufacturing Company Ltd., Meghalaya Power Ltd., Megha Technical & Engineers Pvt. Ltd, Star Cement Meghalaya Ltd. and NE Hills Hydro Ltd. ceased to be subsidiaries of the Company with effect from 1st April, 2012.

In accordance with the scheme approved, Company''s investment worth Rs. 5 Lacs in Star Ferro and Cement Limited was also cancelled and as such Star Ferro and Cement Limited ceased to be a subsidiary of the company.

Auro Sundram Ply & Door Pvt. Ltd. (ASPDPL), Aegis Business Ltd. (ABL) and Aegis Overseas Ltd. (AOL) continued to remain subsidiaries of the Company. During the year, the Company acquired the entire shareholding of Century MDF Ltd. (CML), thereby making it its wholly owned subsidiary. The Company also formed another wholly owned subsidiary Centuryply Myanmar Pvt. Ltd. (CMPL) with registered office in Myanmar. CML was acquired for the purpose of implementing company''s plan to enter MDF business. CMPL is a company registered in and as per laws of Myanmar. CMPL is setting up a veneer and plywood unit near Yangon city in Myanmar, which is expected to be operational within 2013-14.

ASPDPL is operating a plywood unit at Raipur Industrial Area, Uttarakhand. This unit is manufacturing plywood and allied products from eco-friendly agro-forestry timber.

ABL and AOL are engaged in logistic and trading of mineral and other commodities. ABL has also entered into shipping business by acquiring a super max vessel of 52261 ton capacity.

Ara Suppliers Pvt. Ltd., Arham Sales Pvt. Ltd., Adonis Vyaper Pvt. Ltd. and Apnapan Viniyog Pvt. Ltd. continued to remain our Associate Companies.

During the year, the Company''s subsidiary AOL acquired 49% shareholding each in Aegis Siam Ltd. (ASL) and Aegis Siam Resources Company Ltd. (ASRCL) and as such, ASL and ASRCL have also become our Associate Companies. Both ASL and ASRCL are engaged in the business of trading in minerals and analysis and examination of mines.

CONSOLIDATED FINANCIAL STATEMENTS

The Ministry of Corporate Affairs, Government of India, has granted a general exemption under Section 212(8) of the Companies Act, 1956 from the requirement to attach detailed financial statements of each subsidiary. In compliance with the exemption granted, we have presented a summary financial information for each subsidiary in this Report. A statement of holding company''s interest in subsidiaries is also furnished separately.

The detailed financial statements and audit reports of each of the subsidiaries are available for inspection at the registered office of the Company and that of its subsidiaries during office hours between 11.00 A.M. to 1.00 P.M. and upon written request from a shareholder, your Company will arrange to send the financial statements of subsidiary companies to the said shareholder. Further, the report and accounts of the subsidiary companies will also be available on the Company''s website, www.centuryply.com.

The Consolidated Financial Statements of the Company prepared as per Accounting Standards - AS 21 and AS 23, consolidating the Company''s accounts with its subsidiaries and associates, has also been included as part of this Annual Report.

FUTURE OUTLOOK

The global economic outlook can now be said to be comfortable. However further turbulence in Euro-zone cannot be ruled out as countries like Italy are fatigued with austerity measures imposed on them and they may seek further hair cut from their lenders. We being global economy are unlikely to remain insulated from global developments. However, considering strong fundamentals India enjoys, India is well positioned to outperform. Despite all odds, it is also a fact that in any cross- country comparison, India still remains among the front runners in economic growth. If India can continue to build on its economic strength, it can be a source of stability for the world economy and provide a safe destination for restless global capital.

The rupee movement is now more or less settled and range bound. Although volatility has considerably reduced, still movement in rupee will remain a major concern. With the Government''s lenient policy on GAAR, foreign investment inflow which was interrupted in between, is likely to continue.

While India continues to be one of the fastest growing economies, this pace of growth is unlikely to sustain unless it is supported by an equally robust development of its infrastructure, Key requirements in order to achieve a GDP growth rate exceeding 8-9% include roads, power, ports as well as urban infrastructure. The last couple of budgets have taken steps in the right direction for growth of the sector.

The Indian real estate sector plays a significant role in the country''s economy. The real estate sector is second only to agriculture in terms of employment generation and contributes considerably towards GDP. Almost 5% of the country''s GDP is contributed by the housing sector, which is expected to rise to 6%. According to the tenth five year plan, there is a shortage of 22.4 million dwelling units. Thus, over the next 10 to 15 years 80 to 90 million dwelling units will have to be constructed. According to a study, the real estate market in India is expected to grow rapidly due to improvement in affordability, betterjob security and availability of housing finance.

Since Plywood and laminate are essential part of interior furnishing, the demand for these products is directly related to the growth of infrastructure and real estate sector. With continued government focus on infrastructure and real estate sector the demand for company''s products is expected to remain buoyant. With strong and preferred "Centuryply" brand under its fold, the company is expected to perform better in current fiscal.

FUTURE PLANS OF EXPANSION

Considering buoyant demand for the products and marketing strength of "Centuryply" brand, the company has plans for capacity expansions through organic and inorganic routes. The Company''s green-field plywood unit in Gujarat, has already started production. Another green-field plywood unit in Myanmar, is being set up by Company''s wholly owned subsidiary Centuryply Myanmar Pvt. Ltd. is expected to start production in 2013-14. The Company has already entered into ready- made furniture business, initially with trading format and two mega show rooms at Kolkata and Bangalore. The Company has plans to promote a green-field Medium Density Fiber Board and Particle Board Unit in Andhra Pradesh.

The Company is continuing its focus on logistic service sector. The two Container Freight Stations (CFS) of the Company near Kolkata Port are fully operational. The combined capacity of these two CFSs is 130000 TEUs per annum, which is almost 2/3rd of total CFS capacity available at Kolkata Port. The Company is exploring further possibilities in logistic service sector.

DIRECTORS

Smt. Plistina Dkhar resigned from the Directorship of the Company with effect from 11th March, 2013. Your Directors appreciate the services rendered by her to the Company.

Sri Sajan Kumar Bansal was appointed as Additional Director of the Company on 8th July, 2013 by the Board of Directors. He would hold such office till the ensuing Annual General Meeting. The Company has received notice under Section 257 of the Companies Act, 1956 proposing his candidature to the office of Director of the Company. In view of considerable experience of Sri Bansal, your Directors recommend his appointment.

Articles of Association of the Company provide that at least two-third of our Directors shall be subject to retirement by rotation. One third ofthese retiring Directors must retire from office at each Annual General Meeting ofthe shareholders. A retiring Director is eligible for re-election. Sri Manindra Nath Banerjee, Sri Mangi Lal Jain and Sri Santanu Ray retire by rotation, and being eligible, offer themselves for re-appointment. In view of their considerable experience and contribution to the Company, your Directors recommend their re-appointment.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the requirement of Section 217(2AA) of the Companies Act, 1956, with respect to Directors'' Responsibility Statement, the Directors hereby confirm that:

(i) in the preparation of the annual accounts for the year ended 31st March, 2013, the applicable Accounting Standards have been followed and that no material departures are made from the same;

(ii) the Directors have 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 and of the profit 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, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

(iv) the Directors had prepared the annual accounts for the financial year ended 31st March, 2013, on a going concern basis.

MANAGEMENT DISCUSSION AND ANALYSIS

Management Discussion and Analysis on Company''s performance and industry trends with respect to the company is attached separately to this Annual Report.

CORPORATE GOVERNANCE

The Company is committed to good corporate governance in line with the Listing Agreement. A detailed report on your Company''s Corporate Governance practices is provided separately in this Annual Report.

A certificate of compliance from M/s. S. R. Batliboi & Co. LLP, Chartered Accountants and the report on Corporate Governance forms part of this Directors'' Report. This Certificate will be forwarded to the Stock Exchanges along with the Annual Report of the Company. During the period from 11th March, 2013 to 31st March, 2013, the Company''s Board of Directors did not have adequate number of Non-executive Directors and Independent Directors. The Company had appointed Sri Sajan Kumar Bansal as an Additional Director in the category of Independent Director on the Board of the Company with effect from July 08, 2013 within the permissible time limit and with this appointment, requirements of Clause 49(IA) ofthe Listing Agreement stood complied with.

CEO/CFO CERTIFICATION

As required by Clause 49 ofthe Listing Agreement, the CEO/CFO certification has been submitted to the Board and a copy thereof is contained elsewhere in this Annual Report.

AUDITORS & AUDITORS'' REPORT

M/s. S. R. Batliboi & Co. LLP, Chartered Accountants, Statutory Auditors of the Company, retire at the conclusion of the ensuing Annual General Meeting of the Company. They have offered themselves for re-appointment as Statutory Auditors and have confirmed that their appointment, if made, will be within the limits prescribed under Section 224(1B) of the Companies Act, 1956. Your Directors recommend their re-appointment as Auditors.

The Board has taken note of the observations and remarks made by the Auditors in their Report in respect of statutory payments. The observation made by auditors on slight delay in payment of statutory dues is self explanatory. The Company has taken effective steps to streamline the statutory payments.

COSTAUDITORS

Your Company had appointed M/s. B. G. Chowdhury & Co., Cost Accountant, of 4A, 11/47A, Panditia Road, Kolkata- 700029, having Firm registration number 000064, as Cost Auditor for audit of cost records maintained in respect of Plywood, laminate, veneer and related products and ferro alloy units for the financial year ended 31st March, 2012. The Cost Audit Report was filed by the Cost Auditor on 21st May, 2013 while the due date was 31st January, 2013.

In respect of the financial year ended 31st March, 2013 also, your Company has appointed M/s. B. G. Chowdhury & Co., Cost Accountants, as Cost Auditor for audit of cost records maintained by the Plywood, laminate, veneer and related product units. The due date for filing the Cost Audit Reports is 27th September, 2013.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

The CSR philosophy of the Company is embedded in its commitment to all stakeholders, consumers, employees, the environment and the society. Your Company believes that it is this commitment which will deliver competitive, profitable and sustainable growth. The Company contributes a part of its income to social, charitable and cultural organizations. It reaches out with the objective of improving the quality of life of the economically deprived people in the places where the Company has a presence.

GREEN INITIATIVES IN CORPORATE GOVERNANCE

Ministry of Corporate Affairs has permitted companies to send electronic copies of Annual Report, notices etc., to the e-mail IDs of shareholders. Your Company has accordingly arranged to send the soft copies of these documents to the e-mail IDs of shareholders wherever applicable. In case any shareholder would like to receive physical copies of these documents, the same shall be forwarded upon receipt of written request.

HUMAN RESOURCE DEVELOPMENT & INDUSTRIAL RELATIONS

The human resource philosophy and strategy of your Company has been designed to attract and retain the best talent on offer. Employees are your Company''s most valuable assets and your Company''s processes are designed to empower employees and support creative approaches in order to create enduring value. Your Company''s human resource management systems and processes aim to enhance organisational performances. The Company focuses on quick grievance resolution mechanisms and maintains absolute harmony with its work force and as such it has not faced any labour trouble since inception.

PARTICULARS AS PER SECTION 217 OF THE COMPANIES ACT, 1956

Particulars of Employees

The particulars of employees as required by Section 217 (2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, in respect of the employees employed throughout the financial year and drawing Rs. 60 Lacs or more is annexed separately. There was no employee who was employed for part of the financial year, requiring such disclosure.

Information as to conservation of energy

The Company has always been conscious of the need of conservation of energy. Adequate energy conservation steps are being taken in all plants and offices of the Company. Additional information required to be given in terms of Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 are not applicable to the Company.

Information as to technology absorption

There is no specific area in which research and development is carried out by the Company but the Company constantly carries out research for improvement of its products. During the year under review there has been no specific and material capital/recurring expenditures on research and development. The Company is a member of Indian Plywood Industries Research and Training Institute (IPIRTI) and has contributed Rs. 15,000/- to it. The technologies used by the company are indigenous. Constant efforts are made towards absorption, adaptation and innovation of technologies used, for improvement/ development of products of the company.

Foreign Exchange earnings and outgoings

During the year, your Company has earned foreign exchange of Rs. 51.21 Crores and the outgoings in foreign exchange were Rs. 458.32 Crores. Details of foreign exchange earnings and outgo are provided in Note No. 43 to the Financial Statements.

PUBLIC DEPOSITS

The Company has not invited or accepted deposits from the public covered under Section 58A of the Companies Act, 1956.

APPRECIATION

The Directors commend the contribution made by employees to the continued satisfactory business performance during the year. Their dedication and competence has ensured that the Company continues to be a significant and leading player in the industry.

Your Directors take this opportunity to thank the customers, shareholders, vendors, business partners/associates, bankers, financial institutions, regulatory and government authorities and stock exchanges for their consistent support and encouragement to the Company.

For and on behalf of the Board of Directors

Sajjan Bhajanka

Kolkata, 8th July, 2013 Chairman


Mar 31, 2012

The Directors have great pleasure in presenting the 31st Annual Report together with the audited Balance Sheet as at 31st March, 2012 and Statement of Profit & Loss for the year ended on that date.

FINANCIAL RESULTS (Rs. in Crores)

Particulars CONSOLIDATED STANDALONE 2011-12 2010-11 2011-12 2010-11

Gross Income 1,784.78 1,447.09 1,202.40 953.75

Net Income 1,672.41 1,368.54 1,122.46 892.91

Profit before Depreciation, Interest & Tax 290.32 257.80 142.65 113.52

Depreciation 55.62 50.79 26.51 24.18

Interest & Finance Charges 58.54 23.18 39.96 13.56

Exceptional Items 20.64 - 13.22 -

Profit before Tax 155.52 183.83 62.96 75.78

Tax Expenses 5.76 (5.86) 2.87 1.27

Profit after Tax before Minority Interest 149.76 189.69 60.09 74.51

Less: Minority Interest 26.96 35.11 - -

Less : Proportionate share of loss in associates 0.04 - - -

Net Profit after Minority Interest and share of loss of associates 122.76 154.58 60.09 74.51

PERFORMANCE AND OPERATIONS REVIEW

2011-12 being the year under review was a year of recovery interrupted. In the year 2010-11 the challenges were many, but there was a sense that the world economy was on the mend and there was glimmer of hope. But reality turned out to be different. The sovereign debt crisis in the Euro zone intensified, political turmoil in Middle East injected widespread uncertainty, crude oil prices rose, an earthquake struck Japan and the overall gloom refused to lift. Now India is a global economy and we will be misled if we ignore the ground realities of the world. The global crisis has affected India's Gross Domestic Product (GDP) adversely. There is a significant slowdown in comparison to the preceding two years, primarily due to deceleration in industrial growth, more specifically in private investment. Rising cost of credit and weak domestic business sentiment, added to this decline. Though India has been able to limit the adverse impact of this slowdown on our economy, this year's economic performance has been disappointing. The Indian rupee depreciated significantly against the US Dollar marking a new risk for Indian economy. Till the beginning of the year under review very few had expected Rupee to depreciate with most hinting towards either appreciation or status quo in the rupee levels. Those few who had even anticipated may not have imagined the scale of depreciation with rupee touching a new low of around Rs. 54 per US Dollar.

Despite all odds year under review was a satisfactory year for the company. The Company continued its dominance in all its business segments and further increased its market share. Gross Income rose from Rs. 953.75 Crores to Rs. 1202.40 Crores reflecting a growth of 26%. Profit before Tax and exceptional items (loss on account of foreign exchange difference) increased from Rs. 75.78 Crores to Rs. 76.18 Crores reflecting a growth of 1%. Net Profit after Tax was adversely impacted due to unprecedented loss on account of foreign exchange difference and was Rs. 60.09 Crores compared to Rs. 74.51 Crores in previous year, reflecting a fall of 19%.

On consolidated basis also, your Company's operations grew significantly. During the year under review, your Company achieved Gross Income of Rs. 1784.78 crores against Rs. 1447.09 crores during the previous year, reflecting a growth of over 23%. The Net Profit after minority interest and share of loss of associates was Rs. 122.76 crores against Rs. 154.58 crores in previous year. Fall in profit was primarily due to unprecedented loss on account of foreign exchange difference and sunset of transport subsidy in one of the subsidiary company.

DIVIDEND

In view of the consistent financial performance of the Company during the financial year 2011-12, the Board of Directors already declared and paid an interim dividend @ Rs. 1/- per equity share, which is at par with the dividend paid last year. Dividend on 9% Preference Shares shall be paid as per coupon rate. All dividend amounts are exclusive of tax on dividend.

INTERNAL CONTROL SYSTEMS

Your Company's internal control systems are commensurate with its size and nature of business. Your Company believes that internal control is a necessary concomitant of the principle of governance that freedom of management should be exercised within a framework of appropriate checks and balances. Your Company remains committed to ensuring an effective internal control environment that provides assurance on the efficiency of operations and security of assets. Well established and robust internal audit processes, both at business and corporate levels, continuously monitor the adequacy and effectiveness of the internal control environment across your Company and the status of compliance with operating systems, internal policies and regulatory requirements. In the networked IT environment of your Company, validation of IT security continues to receive focused attention of the internal audit team which includes IT specialists. The Internal Audit function, consisting of qualified professionals reviews the quality of planning and execution of all ongoing projects involving significant expenditure to ensure that project management controls are adequate to yield optimum results. Your Company runs on SAP, which ensures integrated accounting, information and control systems.

SUBSIDIARIES & ASSOCIATES

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, 2012, Cement Manufacturing Co. Ltd (CMCL), Auro Sundram Ply & Door Pvt. Ltd. (ASPDPL), Aegis Business Ltd. (ABL), Star Ferro and Cement Ltd. (SFCL), Meghalaya Power Ltd. (MPL), Megha Technical & Engineers Pvt. Ltd (MTEPL), Star Cement Meghalaya Ltd. (SCML), NE Hills Hydro Ltd. (NHHL) and Aegis Overseas Ltd. (AOL) continued to remain subsidiaries of the Company.

CMCL along with its subsidiary MTEPL operates integrated Cement plant at Meghalaya with aggregate annual installed capacity of 1.20 Million Tonne. CMCL along with SCML is setting up a 1.75 Million Tonne per annum capacity clinker unit at Meghalaya and 1.60 Million Tonne per annum cement grinding unit at Assam. After giving effect to all these expansions, the Company's consolidated cement manufacturing capacity will go up to 2.80 Million Tonne per annum.

ASPDPL is operating a plywood unit at Raipur Industrial Area, Uttarakhand. This unit is manufacturing plywood and allied products from eco-friendly agro-forestry timber and is entitled to various incentives including excise duty and income tax exemption.

MPL is setting up a 51 MW power generation capacity near Company's existing and proposed clinker unit at Meghalaya. Most of the power generated will be used for upcoming cement and clinker units. Out of such 51 MW, 8 MW capacity is already operational. Remaining 43 MW capacity is expected to become operational in the current financial year.

ABL and AOL are engaged in logistic and trading of mineral and other commodities. They are exploring feasibility of acquiring ships for logistic and mines in Thailand and Middle-east countries to develop these business.

SFCL is incorporated for the purpose of demerging Ferro Alloy and Cement business of the Company, scheme for which is under process.

NHHL is exploring possibilities of power generation in the North-east.

During the year, the Company acquired 29.39% stake each in Ara Suppliers Pvt. Ltd., Arham Sales Pvt. Ltd., Adonis Vyaper Pvt. Ltd. and Apnapan Viniyog Pvt. Ltd. These companies have since become our Associate Companies. These companies are to engage in real estate activities.

CONSOLIDATED FINANCIAL STATEMENTS

In view of the general exemption granted by the Ministry of Corporate Affairs under section 212(8) of the Companies Act, 1956, the report and accounts of subsidiary companies are not required to be attached to your Company's Accounts. Shareholders desirous of obtaining the report and accounts of your Company's subsidiaries may obtain the same upon request. The report and accounts of the subsidiary companies will be kept for inspection at your Company's registered office and those of the subsidiary companies. Further, the report and accounts of the subsidiary companies will also be available on the Company's website, www.centuryply.com.

Financial information of the subsidiary companies, as required by the said general exemption circular of Ministry of Corporate Affairs, Government of India, is annexed to this report. A statement of holding company's interest in subsidiaries is also furnished separately.

The Consolidated Financial Statements of the Company prepared as per Accounting Standards - AS 21 and AS 23, consolidating the Company's accounts with its subsidiaries and associates, has also been included as part of this Annual Report.

FUTURE OUTLOOK

The global economic outlook is still very uncertain, with the risk of a renewed recession in advanced countries and widespread financial crisis growing. Further deterioration of economic crisis cannot be ruled out and it won't be a good news for emerging economies including India. However, we expect current scenario to be a temporary scenario. Considering strong fundamentals India enjoys, India is well positioned to outperform. Despite all odds, it is also a fact that in any cross- country comparison, India still remains among the front runners in economic growth. If India can continue to build on its economic strength, it can be a source of stability for the world economy and provide a safe destination for restless global capital.

The rupee movement will be dictated by the capital flows and rising current account deficit and will be both ways. Movement in rupee will remain a major concern. Although GAAR and reversal of Vodafone judgement are likely to remain an issue, foreign investment inflow, which gathered pace since the beginning of 2012, is likely to continue. The fact that, despite a slowdown, the Indian economy's expected growth of 7% in 2012-13, will make India much more attractive destination of investment than elsewhere in the world.

Provision of quality and efficient infrastructure is essential to accelerate growth and utilize full potential of the emerging Indian economy. In India, escalating infrastructure expenditure is inevitable. The rapid growth of economy has put a lot of strain on infrastructure like road, railways, power, ports, airports, water supply and housing. The pattern of inclusive growth projected for the 11th plan, with GDP growth averaging 9% per annum can be achieved only if this infrastructure deficit is overcome and adequate investment are in place to support the growth. What we need is an improved quality of life for both our urban and rural populace. With the Government's continued focus on infrastructure development, it seems very probable that the country's economic survival will be driven by infrastructure growth, which in turn will accelerate real estate activities.

The Indian real estate sector plays a significant role in the country's economy. The real estate sector is second only to agriculture in terms of employment generation and contributes considerably towards GDP. Almost 5% of the country's GDP is contributed by the housing sector, which is expected to rise to 6%. According to the 10th five year plan, there is a shortage of 22.4 million dwelling units. Thus, over the next 10 tol5 years 80 to 90 million dwelling units will have to be constructed. According to a study, the real estate market in India is expected to grow rapidly due to improvement in affordability, better job security and availability of housing finance.

Since cement, plywood, laminate and steel related products are essential part of construction right from initial brick and mortar stage to final stage of furnishing, the demand for these products is directly related to the growth of infrastructure and real estate sector. With continued government focus on infrastructure and real estate sector the demand for Company's products is expected to remain buoyant. With strong and preferred "Centuryply" brand under its fold, the Company is expected to perform better in current fiscal.

FUTURE PLANS OF EXPANSION

Considering buoyant demand for the products and marketing strength of "Centuryply" brand, the Company has plans for capacity expansions through organic and inorganic routes. The Company is now setting up a green-field plywood unit in Gujarat production from which is expected in current financial year. The Company is also entering into ready-made furniture business, initially with trading format and two mega show rooms at Kolkata and Bangalore. The Company is also planning to promote a green-field Medium Density Fiber Board and Particle Board Unit in Andhra Pradesh.

The Company is continuing its focus on logistic service sector. The two Container Freight Stations (CFS) of the Company near Kolkata Port are already operational. The combined capacity of these two CFS is 1,30,000 TEUs per annum, which is almost 2/3rd of total CFS capacity available at Kolkata Port. The Company is exploring further possibilities in logistic service sector.

The subsidiaries of the Company are also having ambitious growth plans. CMCL along-with its subsidiaries is expanding its cement manufacturing capacity from 1.20 million MT to 2.80 million MT per annum, with adequate captive power capacity.

DIRECTORS

Sri Brij Bhushan Agarwal resigned from the Directorship of the Company with effect from 10th May, 2011. Sri Satya Brata Ganguly resigned from the Directorship of the Company with effect from 12th March, 2012. Your Directors appreciate the services rendered by them to the Company.

Sri Santanu Ray and Sri Samarendra Mitra were appointed as Additional Directors of the Company on 31st October, 2011 by the Board of Directors of the Company. Sri Asit Pal was appointed as Additional Director of the Company on 30th March, 2012 by the Board of Directors. Sri Ray, Sri Mitra and Sri Pal would hold such office till the ensuing Annual General Meeting. The Company has received notices under Section 257 of the Companies Act, 1956 proposing their candidature to the office of Director of the Company. In view of considerable experience of Sri Ray, Sri Mitra and Sri Pal, your Directors recommend their appointment.

In accordance with Articles of Association of the Company, Sri Prem Kumar Bhajanka, Sri Vishnu Khemani and Ms. Plistina Dkhar retire by rotation, and being eligible, offer themselves for re-appointment. In view of their considerable experience and contribution to the company, your Directors recommend their re-appointment.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirement of Section 217(2AA) of the Companies Act, 1956, with respect to Directors' Responsibility Statement, the Directors hereby confirm that :-

(i) in the preparation of the annual accounts for the year ended March 31, 2012, the applicable Accounting Standards have been followed and that no material departures are made from the same;

(ii) the Directors have 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 and of the profit 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, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

(iv) the Directors had prepared the annual accounts for the financial year ended March 31, 2012, on a going concern basis.

CORPORATE GOVERNANCE

Your Company believes that Corporate Governance is the basis of stakeholder satisfaction. A detailed report on your Company's Corporate Governance practices is provided separately in this Annual Report.

The certificate of the Auditors, M/s. S. R. Batliboi & Co. confirming compliance of conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges in India, is annexed. This Certificate will be forwarded to the Stock Exchanges along with the Annual Report of the Company.

MANAGEMENT DISCUSSION AND ANALYSIS

Management Discussion and Analysis on Company's performance and industry trends with respect to the company is attached separately to this Annual Report.

CEO/CFO CERTIFICATION

As required by Clause 49 of the Listing Agreement, the CEO/CFO certification has been submitted to the Board and a copy thereof is contained elsewhere in this Annual Report.

AUDITORS & AUDITORS'REPORT

M/s. S. R. Batliboi & Co., Chartered Accountants, Statutory Auditors of the Company, retire at the conclusion of the ensuing Annual General Meeting of the Company. They have offered themselves for re-appointment as Statutory Auditors and have confirmed that their appointment, if made, will be within the limits prescribed under Section 224(1B) of the Companies Act, 1956. Your Directors recommend their appointment for the ensuing year.

Auditors in their audit report read with note no. 38 have observed that exchange fluctuation loss of Rs. 921.78 Lacs (Previous year's loss of Rs. 11.73 Lacs) (Net) towards creditors/debtors pertaining to specific segments has been included as unallocable income/expenses as the amount of such exchange loss for different segments is not ascertainable. The loss arising on account of foreign exchange difference is not operational in nature, as cost of material purchased or supplied is calculated on the basis of prevailing foreign exchange rates. Any subsequent difference which may be gain or loss is on account of carrying foreign exchange risk and as such does not relate to product costing and consequently operational profit. Such difference is purely financial in nature and its impact on different business segments is unascertainable and as such considered unallocable. This policy of the company is also endorsed by the newly introduced and revised Schedule VI to the Companies Act, 1956. As per revised Schedule VI, Foreign Exchange Loss to the extent of interest saving is to be treated as borrowing cost, unallocable item as per Accounting Standard 16. The Company has been constantly following the policy of treating the same as unallocable income/expenditure. Accordingly in the year 2011-12 also, for the reasons mentioned above and to maintain consistency in accounting policies followed, the loss arising out of foreign exchange has been considered as unallocable expense. However, as pointed out by auditors, such treatment has no impact on the company's profit for the year ended 31st March, 2012. Other observations made in the Auditors' Report are self explanatory and as such do not call for any further explanation under Section 217 (3) of the Companies Act, 1956.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

The CSR philosophy of the Company is embedded in its commitment to all stakeholders, consumers, employees, the environment and the society. Your Company believes that it is this commitment which will deliver competitive, profitable and sustainable growth. The Company contributes a part of its income to social, charitable and cultural organizations. It reaches out with the objective of improving the quality of life of the economically deprived people in the places where the Company has a presence.

GREEN INITIATIVES IN CORPORATE GOVERNANCE

Ministry of Corporate Affairs has recently permitted companies to send electronic copies of Annual Report, notices etc., to the e-mail IDs of shareholders. You Company has accordingly arranged to send the soft copies of these documents to the e-mail IDs of shareholders wherever applicable. In case any shareholder would like to receive physical copies of these documents, the same shall be forwarded upon receipt of written request.

HUMAN RESOURCE DEVELOPMENT & INDUSTRIAL RELATIONS

The human resource philosophy and strategy of your Company has been designed to attract and retain the best talent on offer. Employees are your Company's most valuable assets and your Company's processes are designed to empower employees and support creative approaches in order to create enduring value. Your Company's human resource management systems and processes aim to enhance organisational performances. The Company focuses on quick grievance resolution mechanisms and maintains absolute harmony with its work force and as such it has not faced any labour trouble since inception.

PARTICULARS AS PER SECTION 217 OF THE COMPANIES ACT, 1956

Particulars of Employees

The information required under Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975, in respect of the employees employed throughout the financial year and drawing Rs. 60 Lacs or more is annexed separately. There was no employee who was employed for part of the financial year, requiring such disclosure.

Information as to conservation of energy

The Company has always been conscious of the need of conservation of energy. Adequate energy conservation steps are being taken in all plants and offices of the Company. The additional information on Conservation of Energy for Company's ferro-alloy unit is set out in a separate statement, attached to this report and forms a part of it.

Information as to technology absorption

There is no specific area in which research and development (R & D) is carried out by the Company, but the Company constantly carries out research for improvement of its products. During the year under review there has been no specific and material capital/recurring expenditures on R & D. The Company is a member of Indian Plywood Industries Research and Training Institute (IPIRTI) and has contributed Rs. 15,000/- to it. The technologies used by the Company are indigenous. Constant efforts are made towards absorption, adaptation and innovation of technologies used, for improvement/ development of products of the company.

PUBLIC DEPOSITS

The Company has not invited or accepted deposits from the public covered under Section 58A of the Companies Act, 1956.

APPRECIATION

Directors wish to place on record their deep appreciation to employees at all levels for their hard work, dedication and commitment. The enthusiasm and unstinting efforts of the employees have enabled the Company to remain at the forefront of the Industry.

The Board places on record their appreciation for the support and co-operation your Company has been receiving from its suppliers, redistribution stockists, retailers, business partners and others associated with the Company as its trading partners. Your Company looks upon them as partners in its progress and has shared with them the rewards of growth. It will be Company's endeavour to build and nurture strong links with the trade based on mutuality of benefits, respect to and co-operation with each other, consistent with consumer interests. Your Directors also take this opportunity to thank all investors, clients, vendors, banks, regulatory and government authorities and stock exchanges, for their continued support.

For and on behalf of the Board of Directors

Kolkata Sajjan Bhajanka

9th May, 2012 Chairman & Whole-Time Director


Mar 31, 2010

The Directors have great pleasure in presenting the 29th Annual Report together with the audited Balance Sheet as at 31 st March, 2010 and Profit & Loss Account for the year ended on that date.

FINANCIAL RESULTS

(Rs. in Crores) Particulars CONSOLIDATED STAND ALONE 2009-10 2008-09 2009-10 2008-09

Gross Income 1343.78 1179.19 849.82 761.32

Net Income 1192.06 1042.69 752.98 670.79

Profit before Depreciation, Interest & Tax 275.16 189.17 128.40 75.28

Depreciation 45.19 39.32 18.92 16.92

Interest & Finance Charges 25.16 29.30 13.00 17.55

Exceptional Items - 32.67 - 32.67

Profit Before Tax 204.81 87.88 96.48 8.14

Provision for Tax:

- Current Tax (including FBT) 36.57 12.50 14.00 0.70

-Deferred Tax 1.18 (3.97) 1.35 (4.05)

- for earlier years 0.18 0.37 0.18 0.38

Add: MAT Credit Entitlement 16.30 9.01 - -

Profit After Tax 183.18 87.99 80.95 11.11

Adjustment relating to earlier years - (1.96) - -

Net Profit before Minority Interest 183.18 86.03 80.95 11.11

Less: Minority Interest 37.00 28.83 - -

Net Profit after Minority Interest 146.18 57.20 80.95 11.11

Minority Interest Adjustments - 14.63 - -

Profit available for Appropriation 146.18 71.83 80.95 11.11

Dividend (including tax on dividend) 26.97 8.11 23.21 5.60

Transfer to General Reserve 19.00 9.11 9.00 1.11

Profit & Loss Account (Cr.) brought forward 246.75 192.14 87.45 83.05

Profit & Loss Account balance on Amalgamation - - (0.11) -

Profit & Loss Account balance carried forward 346.96 246.75 136.08 87.45

PERFORMANCE AND OPERATIONS REVIEW

The year under review was an exceptional year of profitability after an exceptional year of turbulences. When we presented the financial results for 2008-09, the economy was passing through grave uncertainties and it was not clear how and when crisis would be over. The financial years 2008-09 and 2009-10 were challenging years for the Indian economy as well as for your Company.

While it is true that India could not remain immune to global meltdown and the impact of global financial crisis on India was stronger than expected, it is also fact that it was first to recover. India was among the first few countries in the world to implement a broad-based counter-cyclic policy package to respond to the negative fall out of the global slowdown. Indian banking system was flooded with funds at reasonable interest rates, which proved to be key driver to growth of infrastructure, real estate and related productive sectors.

If we look at Indias turnaround indicators during year under review, we find that Cement sector has grown, Steel sector has shown recovery, the job losses were lowest, interest rates were considerably lowered, availability and liquidity of money was comfortable, rupee strengthened against dollar, stock markets turned around and overall growth rate was satisfactory. Government continued its focus on simulating demand by ensuring flow of credit to trade, industry, investment in infrastructure, housing and real estate. India again continued to remain a preferred investment destination.

Despite all odds we are proud to state that our economy as well as your Company have weathered the worst crisis and have come out even stronger.

Profitability of the Companys Plywood, Laminate, Logistic and Cement divisions improved substantially. Companys newly setup CFS division started to contribute within the very first year of its operation. However, due to lack of demand and subdued prices, the Companys ferro alloy division could book only reasonable profits. The Company could book substantial gains on account of foreign exchange difference because of weakening of US Dollar against rupee coupled with Companys conscious foreign exchange risk policy.

During the year, your Company achieved Gross Income of Rs. 849.82 crores against Rs. 761.32 crores during the previous year reflecting a growth of over 11%. The net profit increased significantly from Rs. 11.11 crores to Rs. 80.95 crores reflecting a growth of over 628%. Your Company continued its dominance in plywood, veneer & allied products and further increased its market share.

On consolidated basis also, your Companys operations grew significantly. During the year under review, your Company achieved Gross Income of Rs. 1343.78 crores against Rs. 1179.19 crores during the previous year, reflecting a growth of over 13 %. The Net Profit after minority interest increased from Rs. 57.20 crores to Rs. 146.18 crores, reflecting a growth of over 155%.

DIVIDEND

In view of the improved performance of the Company during the financial year 2009-10, the Board of Directors declared and paid an Interim Dividend @ 75 paise per equity share. The Board of Directors has further recommended Final Dividend @ 25 paise per equity share. Dividend on 9% preference shares shall be paid as per coupon rate. All dividend amounts are exclusive of tax on dividend.

INTERNAL CONTROL SYSTEMS

Your Companys internal control systems are commensurate with its size and nature of business. Your Company places great emphasis on the maintenance of effective internal controls, both from the point of view of compliance with statutory requirements as well as supporting the smooth and efficient running of the business process that have an impact on financial reporting, Your Company has implemented SAP for integrated accounting and information system, which ensure better system driven controls. Responsibility for ensuring correct and timely performance of the controls has been assigned to specific individuals at all locations.

SUBSIDIARIES & ASSOCIATES

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 31 st March, 2010, Cement Manufacturing Co. Ltd (CMCL), Auro Sundram Ply & Door Pvt. Ltd. (ASPDPL), Meghalaya Power Ltd. (MPL), Megha Technical & Engineers Pvt. Ltd (MTEPL) and Star Cement

Meghalaya Ltd. (SCML) continued to remain subsidiaries of the Company. During the Financial Year 2009-10, your Company acquired controlling interest in Aegis Business Ltd. (ABL) and as such ABL became a subsidiary of your Company with effect from 6th July, 2009. ABL acquired controlling interest in Aegis Overseas Ltd. (AOL) and as such AOL also became an ultimate subsidiary of your Company with effect from 15th July, 2009. Companys wholly owned subsidiary Cent Ply Pvt. Ltd. amalgamated with the Company with effect from appointed date 1st April, 2009.

CMCL along with its subsidiary MTEPL operates integrated Cement plant at Meghalaya with aggregate annual installed capacity of 1 Million Tonne. CMCL along with SCML is setting up a 1.75 Million Tonne per annum capacity clinker unit at Meghalaya and 3.20 Million Tonne per annum cement grinding units at Assam and Bihar. After giving effect to all these expansions, the Companys consolidated cement manufacturing capacity will go up to 4.20 Million Tonne per annum.

ASPDPL is operating a plywood unit at Raipur Industrial Area, Uttarkhand. This unit is manufacturing plywood and allied products from eco-friendly agro-forestry timber and is entitled to various incentives including excise duty and income tax exemption.

MPL is setting up a 51 MW power generation capacity near Companys existing and proposed clinker unit at Meghalaya. Most of the power generated will be used for upcoming cement and clinker units. Out of such 51 MW, 8 MW capacity is already complete.

ABL and AOL are engaged in import and trading of mineral and other commodities. They are exploring feasibility of acquiring mines in Thailand and Middle-east countries to develop this business. Although contribution to revenue during the current financial year was not substantial, their business module holds great potential.

CONSOLIDATED FINANCIAL STATEMENTS

As per Section 212 of the Companies Act, 1956, the Company is required to attach the Directors Report, Auditors Report, Balance Sheet and Profit and Loss Account of its subsidiary companies to its Annual Report. The Ministry of Corporate Affairs, Government of India, vide its order no. 47/311/2010-CL-III dated 21st April, 2010, has granted exemption to your Company for not attaching the above documents of subsidiaries with Annual Report of the Company for the financial year 2009-10. Accordingly, this Annual Report does not contain the reports and other statements of the subsidiary companies. The Company will make available the annual audited accounts and related detailed information of the subsidiary companies upon request by any member of the Company or that of its subsidiaries. These documents will also be available for inspection during business hours at the registered office of the Company and also at the registered offices of the subsidiary companies.

Financial information of the subsidiary companies, as required by the said approval of Ministry of Corporate Affairs, Government of India, is annexed to this report. A statement of Holding Companys interest in subsidiaries is also furnished separately.

As required by Accounting Standard - 21 and Listing Agreement with Stock Exchanges, the audited consolidated financial statements of the Company and its subsidiaries are enclosed.

FUTURE OUTLOOK

The Finance Minister in his recent budget speech stated that the challenge before the nation is to quickly revert to high GDP growth path of 9% and then to cross double digit growth barrier. Provision of quality and efficient infrastructure is essential to achieve this growth and utilize full potential of the emerging Indian economy. Economic and population growth place additional pressure on existing infrastructure facilities and unless they are developed further to cope with growth, they become constraint to development. To sustain 9% growth, the Government of India has estimated that an investment over USD 492 billion is required in 11th Five Year Plan. In the recent finance budget a sum of Rs. 1,73,552 crores has been provided for infrastructure development,

which account for over 46% of total plan allocation. With the Governments continued focus on infrastructure development, it seems very probable that the countrys economic survival will be driven by infrastructure growth, which in turn will accelerate real estate activities.

The Indian real estate sector plays a significant role in the countrys economy. The real estate sector is second only to agriculture in terms of employment generation and contributes considerably towards GDP. Almost 5% of the countrys GDP is contributed by the housing sector, which is expected to rise to 6%. According to the tenth five year plan, there is a shortage of 22.4 million dwelling units. Thus, over the next 10 to 15 years 80 to 90 million dwelling units will have to be constructed. According to a study, the real estate market in India is expected to grow rapidly due to improvement in affordability, better job security and availability of housing finance.

Since Cement, Plywood, laminate and steel related products are essential part of construction right from initial brick and mortar stage to final stage of furnishing, the demand for these products is directly related to the growth of infrastructure and real estate sector. With continued government focus on infrastructure and real estate sector the demand for Companys products is expected to remain buoyant. With strong and preferred "Centuryply" brand under its fold, the Company is expected to perform better in current fiscal.

FUTURE PLANS OF EXPANSION

Considering buoyant demand for the products and marketing strength of "Centuryply" brand, the Company has plans for capacity expansions through organic and inorganic routes.

The Company is also increasing its focus on logistic service sector. The Company is already operating a jetty at Falta, South 24 Parganas, West Bengal with Ministry of Commerce, Government of India. The Company has also developed approx 100000 sq.m. area as Container Freight Stations (CFS) near Kolkata Port. Out of this approx 20000 sq.m area was fully operational during current financial year and balance 80000 sq.m area is also ready to commence operations. The Company is exploring further possibilities in logistic service sector.

The subsidiaries of the Company are also having ambitious growth plans. CMCL along-with its subsidiaries is expanding its cement manufacturing capacity from 1 million MT to 4.20 million MT per annum, with adequate captive power capacity.

DIRECTORS

Sri Banwari Lai Agarwal, Founder and Chairman Emeritus of the Company suddenly expired on 27th May, 2010. He served the Company for more than 25 years and was the key force behind success of the Company. The Board places on record its respect and homage to departed soul.

In accordance with Articles of Association of the Company, Sri Satya Brata Ganguly, Sri Vishnu Khemani and Sri Sajan Kumar Bansal retire by rotation, and being eligible, offer themselves for re-appointment. In view of their considerable experience, your Directors recommend their re-appointment.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirement of Section 217(2AA) of the Companies Act, 1956, with respect to Directors Responsibility Statement, the Directors hereby confirm that :-

(i) in the preparation of the annual accounts for the year ended March 31, 2010, the applicable Accounting Standards have been followed and proper explanations were provided for material departures, if any.

(ii) the Directors had 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 and of the profit 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, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) the Directors had prepared the annual accounts for the financial year ended March 31, 2010, on a going concern basis

CORPORATE GOVERNANCE

Your Company has been practicing the principle of good Corporate Governance over the years and it is a continuous and ongoing process. A detailed report on Corporate Governance practices followed by your Company, in terms of Clause 49 of the Listing agreement with Stock Exchanges is provided separately in this Annual Report.

A certificate from the auditors of the Company confirming compliance of conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement is contained elsewhere in the Annua) Report. This Certificate will be forwarded to the Stock Exchanges along with the Annual Report of the Company.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis, forming part of this report, as required under Clause 49 of the Listing Agreement with the Stock Exchanges is attached separately to this Annual Report.

CEO/CFO CERTIFICATION

As required by Clause 49 of the Listing Agreement, the CEO/CFO certification has been submitted to the Board and a copy thereof is contained elsewhere in this Annual Report.

AUDITORS & AUDITORS REPORT

M/s. S. R. Batliboi & Co, Chartered Accountants, Statutory Auditors of the Company, retire at the conclusion of the ensuing Annual General Meeting of the Company. They have offered themselves for reappointment as Statutory Auditors and have confirmed that their appointment, if made, will be within the limits prescribed under Section 224(1B) of the Companies Act, 1956. Your Directors recommend their appointment for the ensuing year.

Auditors in their audit report read with note no 18 on Schedule -V have observed that exchange fluctuation gain of Rs. 1895.79 lacs (Net) (Previous year loss of Rs. 2724.86 lacs) towards creditors/debtors pertaining to specific segments has been included as unallocable income/expenses as the amount of such exchange gain/loss for different segments is not ascertainable. The gain/loss arising on account of foreign exchange difference is not operational in nature, as cost of material purchased or supplied is calculated on the basis of prevailing foreign exchange rates. Any subsequent difference which may be gain or loss is on account of carrying foreign exchange risk and as such does not relate to product costing and consequently operational profit. Such difference is purely financial in nature and its impact on different business segments is unasccrtainable and as such considered un-allocablc. The Company has been constantly following the policy of treating the same as unallocable income/expenditure. Accordingly in the year 2009-10 also, for the reasons mentioned above and to maintain consistency in accounting policies followed, the gain arising out of foreign exchange has been considered as unallocable income. However, as pointed out by auditors, such treatment has no impact on the Companys profit for the year ended 31st March, 2010. Other observations made in the Auditors Report are self explanatory and as such do not call for any further explanation under Section 217 (3) of the Companies Act, 1956.

CORPORATE SOCIAL RESPONSIBILITY

Corporate Social Responsibility continues to assume an important role in the activities of the Company. It encompasses much more than social outreach programs and is an integral part of the way the Company conducts its business. The Company contributes a part of its income to social, charitable and cultural organisations. It

reaches out with the objective of improving the quality of life of the economically deprived people in the places where the Company has a presence.

HUMAN RESOURCE DEVLOPMENT & INDUSTRIAL RELATIONS

Your Company firmly believes in all round human resource development and cordial industrial relations. Identifying and rewarding human talent at all levels has helped the Company to achieve all round development both in terms of quality and economy. The Company maintains absolute harmony with its work force and has not faced any labour trouble since inception.

PARTICULARS AS PER SECTION 217 OF THE COMPANIES ACT, 1956.

Particulars of Employees

The information required under Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975, in respect of the employees employed throughout the financial year and drawing Rs. 24 lacs or more is annexed separately. There was no employee who was employed for part of the financial year, requiring such disclosure.

Information as to conservation of energy

The Company has always been conscious of the need of conservation of energy. Adequate energy conservation steps are being taken in all plants and offices of the Company. The additional information on Conservation of energy for Companys ferro-alloy unit is set out in a separate statement, attached to this report and forms a part of it.

Information as to technology absorption

There is no specific area in which Research & Development (R & D) is carried out by the Company but the Company constantly carries out research for improvement of its products. During the year under review there has been no specific and material capital/recurring expenditures on R & D. The Company is a member of Indian Plywood Industries Research and Training Institute (IPIRTI) and has contributed Rs. 15,000/- to it. The technologies used by the Company are indigenous. Constant efforts are made towards absorption, adaptation and innovation of technologies used, for improvement/development of products of the Company.

Foreign Exchange earnings and outgo

Foreign Exchange Earning : Rs. 24.11 Crores

Foreign Exchange Outgo : Rs. 220.39 Crores PUBLIC DEPOSITS

The Company has not invited or accepted deposits from the public covered under Section 58A of the Companies Act, 1956.

APPRECIATION

Your Directors wish to express their grateful appreciation for the valuable support and cooperation received from lenders, business associates, banks, financial institutions, shareholders, various Statutory Authorities and society at large. Your Directors also place on record, their appreciation for the contribution and hard work of employees of the Company and that of its subsidiaries at all levels.

For and on behalf of the Board of Directors

Sajjan Bhajanka Hari Prasad Agarwal

Managing Director Executive Director

Kolkata, 28th May, 2010



 
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