Home  »  Company  »  Greenlam Industries  »  Quotes  »  Notes to Account
Enter the first few characters of Company and click 'Go'

Notes to Accounts of Greenlam Industries Ltd.

Mar 31, 2023

Terms/Rights attached to the Equity Shares

The Company has a single class of Equity Shares having a par value of H1 per share (Previous Year H5 per share, Split during the year to HI). Each holder of equity shares is entitled to one vote per share. The Company declares and pays dividends in Indian rupees. The dividend proposed by the Board of Directors is subject to the approval of the shareholders in the ensuing Annual General Meeting.

During the year, the amount of per share dividend recognized as distribution to equity shareholders was H1.20 (Previous year H1). And this year interim dividend distributed H Nil per share (Previous year H Nil) Refer note no. 50 for proposed dividend.

In the event of liquidation of the Company, the holders of equity shares will be entitled to receive remaining assets of the Company, after distribution of all preferential amounts. This distribution will be in proportion to the number of equity shares held by the shareholders.

The company has neither issued bonus shares not has bought back any shares during last 5 years No ordinary shares have been reserved for issue under options and contracts/ commitments for the sale of shares/ disinvestment as at the Balance Sheet date

No Securities convertible into Equity/Preference shares have been issued by the Company during the year.

No calls are unpaid by any Director or Officer of the Company during the year.

No share issued for consideration other than cash during the year.

23.1 Working Capital Loans of H16350.00 Lakhs ( Previous year H10200.00 Lakhs) are secured by first pari-passu charge on all current assets of the company, present and future, second pari-passu charge on all movable assets of the company, present and future and second pari-passu charge on immovable assets of the company''s units at Behror (Rajasthan) and Nalagarh (Himachal Pradesh).

23.2 The Company has not defaulted in repayment of loans and interest during the year.

Disclosure regarding employee benefits

i) Defined Contribution Plan: Employee benefits in the form of Provident Fund is considered as defined contribution plan and the contributions to Employees'' Provident Fund Organisation established under The Employees'' Provident Fund and Miscellaneous Provisions Act 1952 is charged to the Statement of Profit and Loss of the year when the contributions to the respective funds are due.

ii) Defined Benefit Plan: Retirement benefits in the form of Gratuity and Leave Encashment are considered as defined benefit obligations and is provided for on the basis of third party actuarial valuation, using the projected unit credit method, as at the date of the Balance Sheet. Every Employee who has completed five years or more of service is entitled to Gratuity on terms not less favorable than the provisions of The Payment of Gratuity Act, 1972. As the Company has funded its liability through Employee Gratuity Trust, it has disclose regarding plan assets and its reconciliation.

41. Segment Reporting

Segment information has been prepared in conformity with the accounting policies adopted for preparing and presenting the financial statements of the Company. As part of Secondary reporting, revenues are attributed to geographical areas based on the location of the customers. The following table present the revenue, profit, assets and liabilities information relating to the business / geographical segment for the Year ended 31 March, 2023

a) Business Segments:

A description of the types of products and services provided by each reportable segment is as follows:

Laminate & Allied Products: The Segment is engaged in the business of manufacturing of Laminates, compact laminates and other allied products through its wholesale and retail network.

Veneer & Allied Products: The Segment is engaged in the business of manufacturing of Decorative veneers, Engineered Wood Flooring, Engineered Door Sets & Door Leaf and other allied products through its wholesale and retail network.

b) Segment Assets and Liabilities:

All Segment Assets and liabilities are directly attributable to the segment. Segment assets include all operating assets used by the segment and consist principally of fixed assets, inventories, sundry debtors, advances and operating cash and bank balances. Segment assets and liabilities do not include share capital, reserves and surplus, borrowings, proposed dividend and income tax (both current and deferred).

c) Segment Revenue and Expenses:

Segment revenue and expenses are directly attributable to the segment. It does not include dividend income, profit on sale of investments, interest income, interest expense, other expenses which cannot be allocated on a reasonable basis and provision for income tax (both current and deferred).

42.3 Investments by the loanee in the shares of the parent Company and its subsidiary companies, when the Company has made a loan or advance in the nature of loan H Nil (Previous year H Nil)

Terms and conditions of transactions with related parties

Purchases from related parties are made in the ordinary course of business and on terms equivalent to those that prevail in arm''s length transactions with other vendors. Outstanding balances at the year-end are unsecured and will be settled in cash and cash equivalents.

The Company has not recorded any impairment of receivables relating to amounts owed by related parties. This assessment is undertaken in each financial year through examining the financial position of the related parties and the market in which the related party operates.

The guarantees given to related party is made in the ordinary course of business and on terms at arm''s length price. The commission on such guarantees from foreign subsidiaries have been recovered at arm length price as per safe harbour rules of Income Tax Act.

44 Financial Risk Management

The Company''s financial risk management is an integral part of planning and executing its business strategies. The Company''s financial risk management policy is planned, approved and reviewed by the Board of Directors. The Board of Directors has overall responsibility for the establishment and oversight of the Company''s risk management framework.

44.2 Market Risk

Market Risk is the risk of loss of future earnings, fair values or future cash flows that may result from a change in the price of a financial instrument. The value of a financial instrument may change as a result of changes in the interest rates, foreign exchange rates, equity prices and other market changes that affect market risk sensitive instruments. Market risk is attributable to all market risk sensitive financial instruments including investments and deposits, foreign currency receivables, payables, and loans and borrowings.

The company manages market risk through the corporate finance department, which evaluates and exercises independent control over the entire process of market risk management. The corporate finance department recommends risk management objectives and policies, which are approved by Board of Directors. The activities of this department include management of cash resources, implementing hedging strategies for foreign currency exposures, borrowing strategies, and ensuring compliance with market risk limits and policies.

44.3 Foreign Currency Risk

The Company operates internationally and portion of the business is transacted in several currencies and consequently the Company is exposed to foreign exchange risk through its sales and services in overseas and purchases from overseas suppliers in various foreign currencies. Foreign currency exchange rate exposure is partly balanced by purchasing goods, commodities and services in the respective currencies. The Company evaluates exchange rate exposure arising from foreign currency transactions and the Company follows established risk management policies, including the use of derivatives like foreign currency forward contracts to hedge exposure to foreign currency risk.

44.4Credit Risk

Credit Risk arises from the possibility that counter party may not be able to settle their obligations as agreed. To manage this, the Company periodically assesses the financial reliability of customers, taking into account the financial condition, current economic trends, and analysis of historical bad debts and ageing of accounts receivable. Individual risk limits are set accordingly.

The Company considers the probability of default upon initial recognition of asset and whether there has been a significant increase in credit risk on an ongoing basis throughout each reporting period. To assess whether there is a significant increase in credit risk the company compares the risk of default occurring on the asset as at the reporting date with the risk of default as at the date of initial recognition. Trade Receivables are impaired using the Life time Expected Credit Losses (ECL) Model. The company uses a provision matrix to determine the impairment loss allowance based on its historically observed default rates over expected life of trade receivables and is adjusted for forward looking estimates.

Financial Assets are written off when there is no reasonable expectation of recovery, such as a debtor failing to engage in a repayment plan with the Company. The company categorizes a loan or receivable for write off when a debtor fails to make contractual payments in normal course of business. Where loans or receivables have been written off, the Company continues to engage in enforcement activity to attempt to recover the receivable due. Where recoveries are made, these are recognised in statement of profit and loss.

Liquidity Risk is the risk that the Company will not be able to settle or meet its obligations on time or at reasonable price. The Company''s corporate finance department is responsible for liquidity, funding as well as settlement management. In addition, processes and policies related to such risks are reviewed by the Board of Directors. Management monitors the Company''s net liquidity position through rolling forecasts on the basis of expected cash flows.

Financial Liabilities as reported in the Balance Sheet are segregated into current and non-current. Non-current financial liabilities have a maturity period of more than one year, whereas the current financial liabilities have maturities within one year.

The fair values of the financial assets and liabilities are included at the amount at which the instrument could be exchanged in a current transaction between willing parties, other than in a forced or liquidated sale.

The following methods and assumptions were used to estimate the fair values:

Fair value of cash and short term deposits, trade and other short term receivables, trade payables, other current liabilities, working capital loans from banks approximate their carrying amounts largely due to the short term maturities of these instruments.

Financial instruments other than above are carried at amortised cost except certain assets which are carried at fair value.

The Company uses the following hierarchy for determining and disclosing the fair value of financial instruments by valuation technique:

Level 1 : Quoted prices in active markets for identical assets or liabilities

Level 2 : Other techniques for which all inputs which have a significant effect on the recorded fair value are observable.

47 Taxation

A firm of Independent Accountants have certified that the Company''s international and specified domestic transactions covered by transfer pricing regulations during the financial year ended 31 March, 2022 were at arm''s length. The Management believes that during the current financial year, similar transactions would have no impact on these financial statements and particularly the amount of tax expense and the provision for taxation.

c. The Company has elected Para 6 of Ind AS-116 for short term leases & recognised lease expense of H72.55 Lakhs (Previous Year H31.38 Lakhs)associated with these lease.

d. The Company has recognised Interest expenses of H384.12 Lakhs (Previous Year H397.16 Lakhs) on Lease Liabilities during the year.

e. Lease contracts entered by the Company majorly pertain for Land and office Building taken on lease to conduct its business in the ordinary course of business.

f. The Company does not have any lease restrictions and commitment towards variable rent as per the contract.

g. The weighted average incremental borrowing rate of 8% has been applied to lease liabilities recognised in the Balance Sheet at the date of initial application.

52 Earlier Year Tax

During the year, Company got favorable order from Hon''ble ITAT Guwahati for AY 15-16, which has resulted in tax

benefit of H674.11 lakhs. Company has claimed education cess paid in AY 2019-2020, due to change in Income

Tax Act, company has offered tax of H36.25 lakhs for disallowance of said education cess.

These transactions have been disclosed under income tax of earlier years for H637.86 lakhs (Net) in Statement

of Profit and Loss.

53 Other Statutory Information

1 All the borrowings of the company are used for the specific purpose for which it was taken.

2 Quarterly returns or statements of Current assets filed by the company with banks/financial institution are in agreement with books of accounts

3 The company is not a willful defaulter as declared by any bank or financial Institution or any other lender.

4 The company does not have any transactions with the companies struck off under section 248 of Companies Act, 2013 or section 560 of Companies Act, 1956.

5 There are no charges or satisfaction yet to be registered with Registrar of Companies (ROC) beyond the statutory period.

6 The company has complied with the number of layers prescribed under clause (87) of section 2 of the Act read with Companies (Restriction on number of Layers) Rules, 2017.

7 There are no transactions which are not recorded in the books of accounts that has been surrendered or disclosed as income during the year in the tax assessments under the Income Tax Act, 1961 (such as, search or survey or any other relevant provisions of the Income Tax Act, 1961).

8 The Company has not traded or invested in Crypto currency or Virtual Currency during the year.

54 During the year , Management identified one instance of misappropriation of stock by one employee involving amount of H6.67 Lakhs. The company has terminated the service of such employee and initiated legal proceedings.

55 The figures for the previous period are re-classified/ re-arranged / re -grouped, wherever necessary so as to be in conformity with the figures of the current period''s classification/disclosure.


Mar 31, 2022

13.4 Terms/Rights attached to the Equity Shares

The Company has a single class of Equity Shares having a par value of H1 per share (Previous Year H5 per share, Split during the year to HI). Each holder of equity shares is entitled to one vote per share. The Company declares and pays dividends in Indian rupees. The dividend proposed by the Board of Directors is subject to the approval of the shareholders in the ensuing Annual General Meeting.

During the year, the amount of per share dividend recognized as distribution to equity shareholders was H5 (face Value H5 each) (Previous year HNil). And this year interim dividend distributed HNil per share (Previous year HNil)

In the event of liquidation of the Company, the holders of equity shares will be entitled to receive remaining assets of the Company, after distribution of all preferential amounts. This distribution will be in proportion to the number of equity shares held by the shareholders.

The company has neither issued bonus shares not has bought back any shares during last 5 years

No ordinary shares have been reserved for issue under options and contracts/ commitments for the sale of shares/ disinvestment as at the Balance Sheet date

No securities convertible into Equity/ Preference shares have been issued by the Company during the year.

No calls are unpaid by any Director or Officer of the Company during the year

19.1 Working Capital Loans of H10200 Lakhs ( Previous year H11750 Lakhs) are secured by first pari-passu charge on all current assets of the company, present and future, second pari-passu charge on all movable fixed assets of the company, present and future and second pari-passu charge on immovable fixed assets of the company''s units at (a) Behror (Rajasthan) and (b) Nalagarh (Himachal Pradesh).

29.1 DISCLOSURES REGARDING EMPLOYEE BENEFITS

i) Defined Contribution Plan: Employee benefits in the form of Provident Fund is considered as defined contribution plan and the contributions to Employees'' Provident Fund Organisation established under The Employees'' Provident Fund and Miscellaneous Provisions Act 1952 is charged to the Statement of Profit and Loss of the year when the contributions to the respective funds are due.

ii) Defined Benefit Plan: Retirement benefits in the form of Gratuity and Leave Encashment are considered as defined benefit obligations and is provided for on the basis of third party actuarial valuation, using the projected unit credit method, as at the date of the Balance Sheet. Every Employee who has completed five years or more of service is entitled to Gratuity on terms not less favourable than the provisions of The Payment of Gratuity Act, 1972. As the Company has funded its liability through Employee Gratuity Trust, it has disclose regarding plan assets and its reconciliation.

a) Business Segments :

A description of the types of products and services provided by each reportable segment is as follows:

Laminate & Allied Products: The Segment is engaged in the business of manufacturing of Laminates, compact laminates and other allied products through its wholesale and retail network.

Veneer & Allied Products: The Segment is engaged in the business of manufacturing of Decorative veneers, Engineered Wood Flooring, Engineered Door Sets & Door Leaf and other allied products through its wholesale and retail network.

b) Segment Assets and Liabilities :

All Segment Assets and liabilities are directly attributable to the segment. Segment assets include all operating assets used by the segment and consist principally of fixed assets, inventories, sundry debtors, advances and operating cash and bank balances. Segment assets and liabilities do not include share capital, reserves and surplus, borrowings, proposed dividend and income tax (both current and deferred).

c) Segment Revenue and Expenses :

Segment revenue and expenses are directly attributable to the segment. It does not include dividend income, profit on sale of investments, interest income, interest expense, other expenses which cannot be allocated on a reasonable basis and provision for income tax (both current and deferred).

37.3 Investments by the loanee in the shares of the parent Company and its subsidiary companies, when the Company has made a loan or advance in the nature of loan HNil (Previous year HNil)

# Including sitting fees and commission

Terms and conditions of transactions with related parties

Purchase from related parties are made in the ordinary course of business and on terms equivalent to those that prevail in arm''s length transactions with other vendors. Outstanding balances at the year-end are unsecured and will be settled in cash and cash equivalents. The Group has not recorded any impairment of receivables relating to amounts owed by related parties. This assessment is undertaken in each financial year through examining the financial position of the related parties and the market in which the related party operates. The guarantees given to related party is made in the ordinary course of business and on terms at arm''s length price. The commission on such guarantees have been recovered at arm length price as per safe harbour rules of Income Tax Act.

39 FINANCIAL RISK MANAGEMENT

The Company''s financial risk management is an integral part of planning and executing its business strategies. The Company''s financial risk management policy is planned, approved and reviewed by the Board of Directors. The Board of Directors has overall responsibility for the establishment and oversight of the Company''s risk management framework.

39.1 Interest Rate Risk

Interest rate risk is the risk that the fair value of future cash flows of a loans and borrowings will fluctuate because of change of market interest rate.

39.2 MARKET RISK

Market Risk is the risk of loss of future earnings, fair values or future cash flows that may result from a change in the price of a financial instrument. The value of a financial instrument may change as a result of changes in the interest rates, foreign exchange rates, equity prices and other market changes that affect market risk sensitive instruments. Market risk is attributable to all market risk sensitive financial instruments including investments and deposits, foreign currency receivables, payables, and loans and borrowings.

The company manages market risk through the corporate finance department, which evaluates and exercises independent control over the entire process of market risk management. The corporate finance department recommends risk management objectives and policies, which are approved by Board of Directors. The activities of this department include management of cash resources, implementing hedging strategies for foreign

39.3 FOREIGN CURRENCY RISK

The Company operates internationally and portion of the business is transacted in several currencies and consequently the Company is exposed to foreign exchange risk through its sales and services in overseas and purchases from overseas suppliers in various foreign currencies. Foreign currency exchange rate exposure is partly balanced by purchasing of goods, commodities and services in the respective currencies. The Company evaluates exchange rate exposure arising from foreign currency transactions and the Company follows established risk management policies, including the use of derivatives like foreign currency forward contracts to hedge exposure to foreign currency risk.

impairment loss allowance based on its historically observed default rates over expected life of trade receivables and is adjusted for forward looking estimates.

Financial Assets are written off when there is no reasonable expectation of recovery, such as a debtor failing to engage in a repayment plan with the Company. The company categorises a loan or receivable for write off when a debtor fails to make contractual payments in normal course of business. Where loans or receivables have been written off, the Company continues to engage in enforcement activity to attempt to recover the receivable due. Where recoveries are made, these are recognised in statement of profit and loss.

39.5 LIQUIDITY RISK

Liquidity Risk is the risk that the Company will not be able to settle or meet its obligations on time or at reasonable price. The Company''s corporate finance department is responsible for liquidity, funding as well as settlement management. In addition, processes and policies related to such risks are reviewed by the Board of Directors. Management monitors the Company''s net liquidity position through rolling forecasts on the basis of expected cash flows.

Financial Liabilities as reported in the Balance Sheet are segregated into current and non-current. Non-current financial liabilities have a maturity period of more than one year, whereas the current financial liabilities have maturities within one year.

39.4 CREDIT RISK

Credit Risk arises from the possibility that counter party may not be able to settle their obligations as agreed. To manage this, the Company periodically assesses the financial reliability of customers, taking into account the financial condition, current economic trends, and analysis of historical bad debts and ageing of accounts receivable. Individual risk limits are set accordingly.

The Company considers the probability of default upon initial recognition of asset and whether there has been a significant increase in credit risk on an ongoing basis throughout each reporting period. To assess whether there is a significant increase in credit risk the company compares the risk of default occurring on the asset as at the reporting date with the risk of default as at the date of initial recognition. Trade Receivables are impaired using the Life time Expected Credit Losses (ECL) Model. The company uses a provision matrix to determine the

39.6 CAPITAL MANAGEMENT

For the purposes of Company''s Capital management, capital includes issued capital and all other equity reserves. The primary objective of the Company''s Capital management is to maximise shareholder value. The company manages its capital structure and makes adjustments in the light of changes in economic environment and the requirements of the financial covenants. The company monitors capital using net debt/equity ratio, which is net debt divided by total equity.

41. TAXATION

The firm of Independent Accountants have certified that the Company''s International and specified domestic transactions covered by transfer pricing regulations during the financial year ended 31st March, 2021 were at arm''s length. The Management believes that during the current financial year, similar transactions would have no impact on these financial statements and particularly the amount of tax expense and the provision for taxation.


40 Accounting classifications and fair values.

The fair values of the financial assets and liabilities are included at the amount at which the instrument could be exchanged in a current transaction between willing parties, other than in a forced or liquidated sale.

The following methods and assumptions were used to estimate the fair values:

Fair value of cash and short term deposits, trade and other short term receivables, trade payables, other current liabilities, working capital loans from banks approximate their carrying amounts largely due to the short term maturities of these instruments.

Financial instruments other than above are carried at amortised cost except certain assets which are carried at fair value.

The Company uses the following hierarchy for determining and disclosing the fair value of financial instruments by valuation technique:

Level 1 : Quoted prices in active markets for identical assets or liabilities

Level 2 : Other techniques for which all inputs which have a significant effect on the recorded fair value are observable.

c. The Company has elected Para 6 of Ind AS-116 for short term leases & recognised lease expense of H31.38 Lakhs (Previous Year H2.91 Lakhs)associated with these lease.

d. The Company has recognised Interest expenses of Rs 397.16 Lakhs (Previous Year H421.67 Lakhs) on Lease Liabilities during the year.

e. Lease contracts entered by the Company majorly pertain for Land and office Building taken on lease to conduct its business in the ordinary course of business.

f. The Company does not have any lease restrictions and commitment towards variable rent as per the contract.

g. The weighted average incremental borrowing rate of 8% has been applied to lease liabilities recognised in the Balance Sheet at the date of initial application.

h. The Company has elected not to apply the requirements in Para C8 to leases for which the lease term ends within 12 months of the date of initial application as per practical expedient available under Para C10 of this standard.

46. Exceptional Items of H258.96 Lakhs is towards the settlement of entry tax demand received from Rajasthan Commercial Tax Department, as per specific details given below :

The Company received Tax assessment order from Rajasthan Commercial Tax Department towards demand of Entry tax including interest thereon for the Period from April, 2016 to June, 2017 of H738.74 Lakhs Since the option for settlement in AMENSTY SCHEME-2021 towards rebate of tax and settlement of outstanding demands and disputes was open, the Company opted for said scheme and settled the said demand by payment of H258.96 Lakhs.

47. Other Statutory Information

1 All the borrowings of the company are used for the specific purpose for which it was taken.

2 Quarterly returns or statements of Current assets filed by the company with banks/financial institution are in agreement with books of accounts

3 The company is not a wilful defaulter as declared by any bank or financial Institution or any other lender.

4 The company does not have any transactions with the companies struck off under section 248 of Companies Act, 2013 or section 560 of Companies Act, 1956.

5 There are no charges or satisfaction yet to be registered with Registrar of Companies (ROC) beyond the statutory period.

6 The company has complied with the number of layers prescribed under clause (87) of section 2 of the Act read with Companies (Restriction on number of Layers) Rules, 2017.

7 There are no transactions which are not recorded in the books of accounts that has been surrendered or disclosed as income during the year in the tax assessments under the Income Tax Act, 1961 (such as, search or survey or any other relevant provisions of the Income Tax Act, 1961).

8 The Company has not traded or invested in Crypto currency or Virtual Currency during the year.

48. The Company has considered the possible effects that may result from the pandemic relating to COVID-19 on the carrying amounts of property, plant and equipment, investments, inventories, receivables and other current assets. In developing the assumptions relating to the possible future uncertainties in the global economic conditions because of this pandemic, the Company, as at the date of approval of these financial results has used internal and external sources on the expected future performance of the Company. The Company has performed sensitivity analysis on the assumptions used and based on current indicators of future economic conditions, the Company expects the carrying amount of these assets will be recovered and does not anticipate any impairment to its financial and non-financial assets . Given the uncertainty because of COVID-19, the final impact on the Company''s assets in future may differ from that estimated as at the date of approval of these financial results. The Company will continue to closely monitor any material changes to future economic conditions.

49. The figures for the previous period are re-classified/ re-arranged / re -grouped, wherever necessary so as to be in conformity with the figures of the current period''s classification/disclosure.


Mar 31, 2018

NOTES:

a) Business Segments :

A description of the types of products and services provided by each reportable segment is as follows: Laminate & Allied Products: The Segment is engaged in the business of manufacturing of Laminates, compact laminates and other allied products through its wholesale and retail network.

Veneer & Allied Products: The Segment is engaged in the business of manufacturing of Decorative veneers, Engineered Wood Flooring, Engineered Door Sets & Door Leaf and other allied products through its wholesale and retail network.

b) Segment Assets and Liabilities:

All Segment Assets and liabilities are directly attributable to the segment. Segment assets include all operating assets used by the segment and consist principally of fixed assets, inventories, sundry debtors, advances and operating cash and bank balances. Segment assets and liabilities do not include share capital, reserves and surplus, borrowings, proposed dividend and income tax (both current and deferred).

c) Segment Revenue and Expenses :

Segment revenue and expenses are directly attributable to the segment. It does not include dividend income, profit on sale of investments, interest income, interest expense, other expenses which cannot be allocated on a reasonable basis and provision for income tax (both current and deferred).

1. RELATED PARTY DISCLOSURES

2. List of related parties and relationship:

a) Related parties where control exists Subsidiary Companies

i) Greenlam Asia Pacific Pte. Ltd.

ii) Greenlam America, Inc.

iii) Greenlam Europe (UK) Ltd.

iv) Greenlam Asia Pacific (Thailand) Co. Ltd.

v) Greenlam Holding Co. Ltd.

vi) Pt. Greenlam Asia Pacific

b) Related parties with whom transactions have taken place during the year Key Management Personnel

i) Mr. Saurabh Mittal, Managing Director & CEO

ii) Ms. Parul Mittal, Whole-Time Director

iii) Mr. Vijay Kumar Chopra, Independent Director

iv) Ms. Urvashi Saxena, Independent Director

v) Ms. Sonali Bhagwati Dalal, Independent Director

vi) Mr. Ashok Kumar Sharma, Chief Financial Officer

vii) Mr. Prakash Kumar Biswal, Company Secretary

Enterprises Owned/Influenced by Key Management Personnel or their relatives

i) Himalaya Granites Ltd.

ii) Greenply Industries Ltd.

Relatives of Key Management Personnel

i) Ms. Parul Mittal (Wife of Mr. Saurabh Mittal)

ii) Seema Realcon Pvt Ltd ( Brother of Mrs Parul Mittal is a Director in Seema Realcon Pvt Ltd.)

3 Investments by the loanee in the shares of the parent Company and its subsidiary companies, when the Company has made a loan or advance in the nature of loan H Nil (Previous year H Nil)

# Including sitting fees, commission & service tax in previous year figures.

* Amount due from Seema Realcon Pvt Ltd is exclusive of H376.49 lacs (Previous Year H243.36 lacs), received through Channel Finance Facility from a Bank.

Note: All related party contracts / arrangements have been entered on arms'' length basis

Related Party Relationship is as identified by the Company and relied upon by the Auditors.

38. FIRST- TIME ADOPTION OF IND AS:

These are company''s first financial statements prepared in accordance with Ind AS.

The accounting policies set out herein have been applied in preparing the financial statements for the year ended 31 March 2018, the comparative information presented in these financial statements for the year ended 31 March 2017 and in the preparation of an opening Ind AS balance sheet at 1 April 2016 (the company''s date of transition). In preparing its opening Ind AS balance sheet, the company has adjusted the amounts reported previously in financial statements prepared in accordance with the accounting standards notified under Companies (Accounting Standards) Rules, 2014 (as amended) and other relevant provisions of the Act (previous GAAP).

Following notes explains the effect of transition from previous GAAP to Ind AS on the company''s financial position, financial performance and cash flows.

4.arrying value of Property, Plant and Equipment:

Ind AS 101 permits a first time adopter to elect to continue with the carrying value for all its property, plant and equipment as recognised in the financial statements as at the date of transition to Ind AS, measured as per the previous GAAP and use that as its deemed cost as at the date of transition after making necessary adjustments for de-commissioning liabilities. The company has elected to apply to measure all of its property, plant and equipment, and intangible assets at their previous GAAP carrying value.

5. Estimates:

An entity''s estimates in accordance with Ind AS at the date of transition to Ind AS shall be consistent with estimates made for the same date in accordance with previous GAAP (after adjustments to reflect any difference in accounting policies), unless there is objective evidence that those estimates were in error.

Ind AS estimates as at 1 April 2016 are consistent with the estimates as at the same date made in conformity with previous GAAP. The company made estimates for following items in accordance with Ind AS at the date of transition as these were not required under previous GAAP:

(i) Derivative financial instruments carried at fair value;

(ii) Impairment of trade receivables based on expected credit loss model.

6. Fair Valuation of Investments:

The Company has availed the option available under Ind AS to carry the equity investments in subsidiaries at cost less impairment. Accordingly , equity investment in subsidiaries have been carried at cost, resulting in no change.

7. Leasehold Land:

Under Ind AS, classification of lease into operating or finance is based on various principles. A lease is classified as finance lease if it transfers substantially all the risks and rewards incidental to ownership. Leasehold lands held by the company have present value of minimum lease payments lesser than the fair value on date of inception of lease and as such the same is reclassified as operating lease and have been shown as Prepaid Lease rentals under current assets. Cost of leasehold land comprised of upfront amount paid on inception of lease. As such leasehold land of RS,1529.55 lacs under fixed assets on transition date has been reclassified to Prepaid Lease rentals of RS,1529.55 lacs.

8. Borrowings:

Ind AS 109 requires transaction costs incurred towards origination of borrowings to be deducted from the carrying amount of borrowings on initial recognition. These costs are recognised in the profit and loss over the tenure of the borrowings as part of the interest expense by applying the effective interest rate method. Under previous GAAP, these transaction costs were charged to profit and loss as and when incurred, or were capitalised to plant and machinery if the same pertains to new project or expansion of existing facility.

Accordingly on transition date, borrowings are reduced by RS,30.59 lacs with corresponding credit to retained earnings. Subsequently, during year ended 31 March 2017 interest cost and borrowings has increased by RS,14.69 lacs on account of application of effective interest rate method.

9. Proposed Dividend:

Under the previous GAAP, dividends proposed by the board of directors after the balance sheet but before the approval of the financial statements were considered as adjusting events. Accordingly, provision for proposed dividend was recognised as liability. Under Ind AS, such dividends are recognised when the same is approved by the shareholders in the general meeting.

Accordingly, the liability for proposed dividend of RS,241.36 lacs and dividend distribution tax of RS,49.14 lacs on transition date has been derecognised in the retained earnings.

Liability for proposed dividend of RS,362.05 lacs and dividend distribution tax of RS,73.70 lacs which was dereognised 31st March 2017, has been recognised in the retained earnings during the year ended 31 March 2018, as declared and paid.

10.Excise Duty:

Under the previous GAAP, revenue from sale of products was presented exclusive of excise duty. Under Ind AS, revenue from sale of goods is presented inclusive of excise duty. The excise duty paid is presented on the face of statement of profit and loss as part of expenses. This change has resulted in an increase in total revenue and total expenses for the year ended 31 March 2017 by RS,4053.59 lacs. There is no impact on total equity and profit.

11. Expected Credit Loss Model for Trade Receivables:

Ind AS 109 requires adjustment for expected credit loss while making provision for doubtful debts. No such adjustment was required under the previous GAAP. Accordingly, trade receivables and retained earnings decreased by RS,263.32 lacs on transition date and by an additional amount of RS,213.29 lacs during year ended 31 March 201/. Provision for expected credit losses stood at RS,740.93 lacs as on 31 March 2017.

12.Channel Finance Assurance Facility with recourse for Trade Receivables:

As per Ind AS, trade receivables is derecognised only when the company has transferred the rights to receive cash flows, or when it has transferred substantially all the risks and rewards of the asset, or when it has transferred the control of the asset. As such, receivables should not be de-recognised to the extent of recourse in case of Channel Finance Assurance Facility. Accordingly, trade receivables to the extent of recourse amounting to RS, 1793.27 lacs was not de-recognised from trade receivables with corresponding recognition of short term borrowings as on 31 March 2017.

13. Expected Cash Discounts:

As per Ind AS, revenue shall be measured at the fair value of the consideration received or receivable. Fair Value is to be adjusted for trade discounts and volume rebates allowed by the entity. The discount and the expected cash flows should be estimated at the time of sale and the expected discount should be recognised as a reduction of revenue. As such, provision for Expected Cars, Discounts of RS,74.69 lacs has been recognised on transition date with corresponding charge to retained earnings. During the year ended 31 March 2017, provision has been decreased by RS,11.13 lacs by netting off with Gross revenue. As such closing provision for expected cash discounts as on 31 March 2017 stood at RS,63.56 lacs.

14.Mark to Market (MTM) Valuation of Derivative Contracts:

Ind AS 109 requires all derivatives to be measured at fair value and recognize any changes in fair value on the reporting date in profit and loss account unless they are designated in a qualifying hedge relationship. Under previous GAAP, derivatives were not measured at fair value. Mark to Market (MTM) gain/(loss) shall be recognised in Profit and Loss account with a corresponding derivative asset/liability at each reporting date. The company has hedged its liability in foreign currency by entering into forward contracts and interest rate on its foreign currency long term borrowings by entering into Interest rate swap (IRS). Under Ind AS, MTM has been recognised on both of these derivative contracts. As such, MTM gain of RS,5.06 lacs has been recognised on transition date, with corresponding credit to retained earnings. During the year ended 31 March 2017, MTM loss of RS,25.17 lacs has been recognised in profit and loss account, with corresponding credit to derivative liability.

15. Actuarial gain/(loss) on Defined Benefit plans for Employee Benefits:

Under Ind AS, the change in defined benefit liability is split into changes arising out of service and interest cost and changes arising out of remeasurements. Changes due to service and interest cost are to be recognised in Profit and Loss account and the changes arising out of re-measurements are to be recognised directly in Other Comprehensive Income (OCI). As such, actuarial loss on valuation of Gratuity and Leave salary of RS,175.82 lacs as on 31.03.2017 on date has been recognised in OCI instead of Employee benefit expenses.

38.13 Expenses pertaining to Scheme of Arrangement:

Under previous GAAP, expenses relating to the scheme of arrangement were being written off in five equal annual instalments. Ind AS requires that costs incurred to effect a scheme of arrangement are to be recognised as acquisition-related costs and be expensed in the period in which the costs are incurred. Accordingly, unamortised expenses towards scheme of arrangement, Preliminary expenses and Issuance of share capital expenses as on the transition date of RS,75.06 lacs have been charged to retained earnings. Further out of such expenses incurred during year ended 31 March 2017, a sum of RS,15.23 lacs (net of amount already written off and reversal of adjustment as on transition date) has been charged to profit and loss account.

16. Sales Incentives to Dealers:

Under Ind AS, Incentives offered to Customers in any form shall be netted off from revenue and shall not be shown as Sales promotion expenses. However, incentives offered to persons other than customers shall continue to be shown as sales promotion expenses. As such, incentives offered to customers amounting to RS,147.24 lacs during the year ended 31 March 2017 has been netted off from revenue and reduced from sales promotion expenses. Under previous GAAP, all such incentives were shown as Sales promotion expenses.

17Deferred Tax:

As per Ind AS, Deferred tax is provided using the balance sheet approach on temporary differences at the reporting date. On transition date, certain adjustments were made by charge/credit to profit and loss account. The tax effect of such adjustments resulting into deferred tax asset of RS,162.78 lacs has been recognised by credit to retained earnings. During the year ended 31 March 2017, deferred tax expense has been decreased by RS,103.09 lacs - out of which a sum of RS,60.85 lacs has been credited to other comprehensive income and balance RS,42.24 lacs to profit and loss account.

18.pitalisation of Foreign Exchange Differences:

Under previous GAAP, pursuant to Para 46A of AS 11, foreign exchange differences on foreign currency long term borrowings were capitalised along with the cost of Property, Plant and Equipment. Under Ind AS, capitalisation of foreign exchange differences is not permitted and same shall be charged to profit and loss account. However, Ind AS 101 permits grand fathering of capitalization of foreign exchange differences for long term borrowings taken till 31 March 2016. As such, the company has availed the option available under Ind AS 101.

19 Fair Valuation of Loans and Advances:

Under Ind AS, fair valuation is required for in case of loans and advances such as advance to employees, Capital advances and security deposits. In case of advance to employees, all the advances are repayable within a period of 12 months and as such no fair valuation is required.

In case of capital advances, fair valuation is not required as the advances are non-refundable and shall only be adjusted against supply of fixed assets. Security deposits are paid for rental property, electricity and maintenance. Deposits for electricity supply earn a reasonable interest . and as such no fair valuation is required. Deposits for offices and warehouses taken on rent are usually short term lease contracts expiring within a year, and as such no fair valuation is required and security deposit expiring after a period of 12 month is considered as long term and valued at amortised cost.

20FINANCIAL RISK MANAGEMENT

The Company''s financial risk management is an integral part of planning and executing its business strategies. The Company''s financial risk management policy is planned, approved and reviewed by the Board of Directors. The Board of Directors has overall responsibility for the establishment and oversight of the Company''s risk management framework.

21.terest Rate Risk

Interest rate risk is the risk that the fair value of future cash flows of a loans and borrowings will fluctuate because of change of market interest rate

22.MARKET RISK

Market Risk is the risk of loss of future earnings, fair values or future cash flows that may result from a change in the price of a financial instrument. The value of a financial instrument may change as a result of changes in the interest rates, foreign exchange rates, equity prices and other market changes that affect market risk sensitive instruments. Market risk is attributable to all market risk sensitive financial instruments including investments and deposits, foreign currency receivables, payables, and loans and borrowings.

The company manages market risk through the corporate finance department, which evaluates and exercises independent control over the entire process of market risk management. The corporate finance department recommends risk management objectives and policies, which are approved by Board of Directors. The activities of this department include management of cash resources, implementing hedging strategies for foreign currency exposures, borrowing strategies, and ensuring compliance with market risk limits and policies.

23 INTEREST RATE RISK

Interest Rate Risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates. In order to optimize the Company''s position with regards to interest income and interest expenses and to manage the interest rate risk, corporate finance department performs a comprehensive corporate interest rate risk management by balancing the proportion of fixed rate and floating rate financial instruments in its total portfolio. The Company has availed foreign currency borrowings with floating interest rates. With a view to minimise the fluctuation in floating interest rate, the Company has entered into Interest Rate swaps to convert the floating rate loans into fixed rate loans.

24OREIGN CURRENCY RISK

The Company operates internationally and portion of the business is transacted in several currencies and consequently the Company is exposed to foreign exchange risk through its sales and services in overseas and purchases from overseas suppliers in various foreign currencies. Foreign currency exchange rate exposure is partly balanced by purchasing of goods, commodities and services in the respective currencies. The Company evaluates exchange rate exposure arising from foreign currency transactions and the Company follows established risk management policies, including the use of derivatives like foreign currency forward contracts to hedge exposure to foreign currency risk.

25REDIT RISK

Credit Risk arises from the possibility that counter party may not be able to settle their obligations as agreed. To manage this, the Company periodically assesses the financial reliability of customers, taking into account the financial condition, current economic trends, and analysis of historical bad debts and ageing of accounts receivable. Individual risk limits are set accordingly.

The Company considers the probability of default upon initial recognition of asset and whether there has been a significant increase in credit risk on an on-going basis throughout each reporting period. To assess whether there is a significant increase in credit risk the company compares the risk of default occurring on the asset as at the reporting date with the risk of default as at the date of initial recognition. Trade Receivables are impaired using the Life time Expected Credit Losses (ECL) Model. The company uses a provision matrix to determine the impairment loss allowance based on its historically observed default rates over expected life of trade receivables and is adjusted for forward looking estimates.

Financial Assets are written off when there is no reasonable expectation of recovery, such as a debtor failing to engage in a repayment plan with the Company. The company categorises a loan or receivable for write off when a debtor fails to make contractual payments in normal course of business. Where loans or receivables have been written off, the Company continues to engage in enforcement activity to attempt to recover the receivable due. Where recoveries are made, these are recognised in statement of profit and loss.

26 LIQUIDITY RISK

Liquidity Risk is the risk that the Company will not be able to settle or meet its obligations on time or at reasonable price. The Company''s corporate finance department is responsible for liquidity, funding as well as settlement management. In addition, processes and policies related to such risks are reviewed by the Board of Directors. Management monitors the Company''s net liquidity position through rolling forecasts on the basis of expected cash flows.

Financial Liabilities as reported in the Balance Sheet are segregated into current and non-current. Non-current financial liabilities have a maturity period of more than one year, whereas the current financial liabilities have maturities within one year.

27 CAPITAL MANAGEMENT

For the purposes of Company''s Capital management, capital includes issued capital and all other equity reserves. The primary objective of the Company''s Capital management is to maximise shareholder value. The company manages its capital structure and makes adjustments in the light of changes in economic environment and the requirements of the financial covenants. The company monitors capital using gearing ratio, which is total debt divided by total capital plus debt.

The Company uses the following hierarchy for determining and disclosing the fair value of financial instruments by valuation technique:

Level 1 : Quoted prices in active markets for identical assets or liabilities

Level 2 : Other techniques for which all inputs which have a significant effect on the recorded fair value are observable.

Level 3 : Techniques using inputs having significant effect on the recorded fair value that are not based on observable market data.

28 FLUCTUATION IN LONG TERM FOREIGN CURRENCY MONETARY ITEMS

The Company has exercised the option available to it under Rule 46A of the Companies (Accounting Standards) (Second Amendment) Rules, 2011 in respect of accounting for fluctuations in foreign exchange relating to "Long Term Foreign Currency Monetary Items". Accordingly, it has adjusted a loss/(gain) of RS,(14.58) lacs (Previous year Gain RS,17.07) lacs during the period to the cost of its fixed assets on account of such difference arising during the current period and has provided for depreciation thereon over the balance useful life of the respective assets. Consequently, the charge to the Statement of Profit and Loss is effected to that extent.

29 TAXATION

A firm of Independent Accountants have certified that the Company''s international and specified domestic transactions covered by transfer pricing regulations during the financial year ended 31st March, 2017 were at arm''s length. The Management believes that during the current financial year, similar transactions would have no impact on these financial statements and particularly the amount of tax expense and the provision for taxation.

* For the purposes of this clause, the term ''Specified Bank Notes'' shall have the same meaning provided in the notification of the Government of India, in the Ministry of Finance, Department of Economic Affairs number S.0.3407(E), dated the 8th November, 2016.

30 Balances under Trade receivables, Trade Payables, Loans and Advances payable or receivable are subject to confirmation to be received from some of the parties.

31 The figures for the previous period are re-classified/ re-arranged / re -grouped, wherever necessary so as to be in conformity with the figures of the current period''s classification/disclosure.


Mar 31, 2017

1. CONTINGENT LIABILITIES AND COMMITMENTS

2 Contingent liabilities

3 Pending Litigations:

Excise Duty, Sales Taxes and other Indirect Taxes claims disputed by the Company relating to issues of applicability and determination aggregating RS,2691.88 lacs (Previous year RS,2770.15 lacs).

Notes:

i) Based on the discussion with the solicitors/favorable decisions in similar cases/legal opinion taken by the Company, the management believes that the Company has a good chance of success in above mentioned cases and hence, no provision there against is considered necessary.

ii) The company does not expect any reimbursements in respect of the above contingent liabilities

iii) Future cash outflows in respect of the above are determinable only on receipt of judgments/ decisions pending with various forums/authorities.

4 Others:

a. Letter of credit established but material not received amounting to RS,3494.66 lacs (Previous year RS,2644.35 lacs).

b. Counter-Guarantees given to banks for Stand-by Letter of Credit (SBLC) facility RS,2758.98 lacs (Previous Year RS,3600.76 lacs). Outstanding amount of Overdraft limit availed by Greenlam America Inc., Greenlam Asia Pacific Pte. Ltd. and Greenlam Europe (UK) Ltd., against SBLC facility is USD 9.40 lacs, USD 10.00 lacs and GBP 10 lacs respectively equivalent to RS,2069.74 lacs (Previous year RS,3556.51 lacs) translated at year-end exchange rate.

c. Gurantee given to Banks in respect of loans to its subsidiary USD 100.00 lacs & SGD 15.07 lacs (Previous Year USD 160.00 lacs & SGD 15.07 lacs) equivalent to RS,7203.00 lacs (Previous Year RS,11338.60 lacs), translated at year-end exchange rate.

d. Gurarantee/Letter of Assurance given to Banks for Bills discounting facility (Channel Financing) RS,2400.00 lacs (Previous Year RS,2750.00 lacs) and outstanding amount under this Bills Discounting facillity RS,1793.27 lacs (Previous Year RS,760.28 lacs)

5 Commitments

a. Estimated amount of contracts remaining to be executed on capital account and not provided for (Net of advances) RS,2348.85 lacs (Previous year RS,603.92 lacs)

b. Uncalled liability on shares and other investments which are partly paid RS, Nil (Previous year RS, Nil)

c. Other commitments RS, Nil (Previous year RS, Nil)

6 DISCLOSURES REGARDING EMPLOYEE BENEFITS

i) Defined Contribution Plan: Employee benefits in the form of Provident Fund is considered as defined contribution plan and the contributions to Employees'' Provident Fund Organization established under The Employees'' Provident Fund and Miscellaneous Provisions Act 1952 is charged to the Statement of Profit and Loss of the year when the contributions to the respective funds are due.

ii) Defined Benefit Plan: Retirement benefits in the form of Gratuity and Leave Encashment are considered as defined benefit obligations and is provided for on the basis of third party actuarial valuation, using the projected unit credit method, as at the date of the Balance Sheet. Every Employee who has completed five years or more of service is entitled to Gratuity on terms not less favorable than the provisions of The Payment of Gratuity Act, 1972. As the Company has not funded its liability, it has nothing to disclose regarding plan assets and its reconciliation.

7. SEGMENT REPORTING (UNDER ACCOUNTING STANDARD AS - 17)

Segment information has been prepared in conformity with the accounting policies adopted for preparing and presenting the financial statements of the Company. As part of Secondary reporting, revenues are attributed to geographical areas based on the location of the customers. The following table present the revenue, profit, assets and liabilities information relating to the business / geographical segment for the year ended 31st March, 2017

8. SEGMENT REPORTING (UNDER ACCOUNTING STANDARD AS - 17) (contd.) NOTES: a) Business Segments :

A description of the types of products and services provided by each reportable segment is as follows: Laminate & Allied Products: The Segment is engaged in the business of manufacturing of Laminates, compact laminates and other allied products through its wholesale and retail network.

Veneer & Allied Products: The Segment is engaged in the business of manufacturing of Decorative veneers, Engineered Wood Flooring, Engineered Door Sets & Door Leaf and other allied products through its wholesale and retail network.

b) Segment Assets and Liabilities :

All Segment Assets and liabilities are directly attributable to the segment. Segment assets include all operating assets used by the segment and consist principally of fixed assets, inventories, sundry debtors, advances and operating cash and bank balances. Segment assets and liabilities do not include share capital, reserves and surplus, borrowings, proposed dividend and income tax (both current and deferred).

c) Segment Revenue and Expenses :

Segment revenue and expenses are directly attributable to the segment. It does not include dividend income, profit on sale of investments, interest income, interest expense, other expenses which cannot be allocated on a reasonable basis and provision for income tax (both current and deferred)

9. RELATED PARTY DISCLOSURES AS PER ACCOUNTING STANDARD AS - 18

10 List of related parties and relationship:

a) Related parties where control exists Subsidiary Companies

i) Greenlam Asia Pacific Pte. Ltd.

ii) Greenlam America, Inc.

iii) Greenlam Europe (UK) Ltd.

iv) Greenlam Asia Pacific (Thailand) Co. Ltd.

v) Greenlam Holding Co. Ltd.

vi) Pt. Greenlam Asia Pacific

b) Related parties with whom transactions have taken place during the year.

Key Management Personnel

i) Mr. Saurabh Mittal, Managing Director & CEO

ii) Mrs. Parul Mittal, Whole-Time Director

iii) Mr. Vijay Kumar Chopra, Independent Director

iv) Mrs. Urvashi Saxena, Independent Director

v) Ms. Sonali Bhagwati Dalal, Independent Director

vi) Mr. Ashok Kumar Sharma, Chief Financial Officer

vii) Mr. Prakash Kumar Biswal, Company Secretary

Enterprises Owned/Influenced by Key Management Personnel or their relatives

i) Himalaya Granites Ltd.

ii) Greenply Industries Ltd.

Relatives of Key Management Personnel

i) Mrs. Parul Mittal (Wife of Mr. Saurabh Mittal)

ii) Seema Realcon Pvt Ltd ( Brother of Mrs Parul Mittal is a Director in Seema Realcon Pvt Ltd.)

11. I nvestments by the loanee in the shares of the parent Company and its subsidiary companies, when the Company has made a loan or advance in the nature of loan H Nil (Previous year H Nil)

* Amount due from Seema Realcon Pvt Ltd is exclusive of RS,243.36 lacs (Previous Year H Nil), received through Channel Finance Facility from a Bank.

#Amount inclusive of service tax Notes : Related Party Relationship is as identified by the Company and relied upon by the Auditors.

# Represents amount as on the year end rate

*Resolution passed by Operational & Finance Committee of Board of Directors of the Company

12.. FLUCTUATION IN LONG TERM FOREIGN CURRENCY MONETARY ITEMS

The Company has exercised the option available to it under Rule 46A of the Companies (Accounting Standards) (Second Amendment) Rules, 2011 in respect of accounting for fluctuations in foreign exchange relating to "Long Term Foreign Currency Monetary Items". Accordingly, it has adjusted a loss/(gain) of RS,(17.07) lacs (Previous year RS,185.56 lacs) during the period to the cost of its fixed assets on account of such difference arising during the current period and has provided for depreciation thereon over the balance useful life of the respective assets. Consequently, the charge to the Statement of Profit and Loss is effected to that extent.

3. TAXATION

A firm of Independent Accountants have certified that the Company''s international and specified domestic transactions covered by transfer pricing regulations during the financial year ended 31st March, 2016 were at arm''s length. The Management believes that during the current financial year, similar transactions would have no impact on these financial statements and particularly the amount of tax expense and the provision for taxation.

Interest Rate Swap

Notional amount USD 23.68 Hedge against exposure to variable interest outflow on loans. Swap to pay fixed Lacs RS,1539.64 Lacs (Previous interest @ 2.12 % p.a. (in USD) and receive a variable interest @ 3 month USD-year USD 39.46 Lacs RS,2614.41 LIBOR on outstanding notional amount. lacs)

14.. Balances under Trade receivables, Trade Payables, Loans and Advances payable or receivable are subject to confirmation to be received from some of the parties.

15. The figures for the previous period are re-classified / re-arranged / re -grouped, wherever necessary so as to be in conformity with the figures of the current period''s classification/disclosure.


Mar 31, 2016

1. Terms/Rights attached to the Equity Shares

The Company has only one class of equity Shares having a par value of H5 per share. Each holder of equity shares is entitled to
one vote per share. The Company declares and pays dividends in Indian rupees. The dividend proposed by the Board of Directors is
subject to the approval of the shareholders in the ensuing Annual General Meeting.

During the year, the amount of per share dividend recognized as distribution to equity shareholders was H1 (Previous year H0.50)

In the event of liquidation of the Company, the holders of equity shares will be entitled to receive remaining assets of the
Company, after distribution of all preferential amounts. This distribution will be in proportion to the number of equity shares
held by the shareholders.

* Comparative figure are not given as the % of holding is below 5%.

2. The Company has not reserved any shares for issue under options and contracts/commitments for the sale of
shares/disinvestment.

3. The Company for the period of five years immediately preceding the date of Balance Sheet (i.e. since incorporation) has:

i. Allotted 2,42,36,374 equity shares (including 1,00,000 equity shares issued to the subscribers to memorandum and article of
association) as fully paid and cancelled 1,00,000 equity shares pursuant to Scheme of Arrangement without payment being received
in cash.

ii. Not allotted fully paid up shares by way of bonus shares

iii. Not bought back any class of shares.


4. LONG-TERM BORROWINGS (contd.)

5. Term Loans of H16564.41 lacs are secured by first pari-passu charge on all movable fixed assets of the Company, present and
future, first pari-passu charge on immovable fixed assets of the Company''s units at (a) Behror (Rajasthan) and (b) Nalagarh
(Himachal Pradesh), second pari-passu charge on all current assets of the Company, present and future.

6. Secured Deferred Payment liabilities are in respect of finance of Vehicle, Secured by hypothecation of respective vehicle.


7. Working Capital Loans of H6841.17 lacs are secured by first pari-passu charge on all current assets of the company, present
and future, second pari-passu charge on all movable fixed assets of the company, present and future, second pari-passu charge on
immovable fixed assets of the company''s units at (a) Behror (Rajasthan) and (b) Nalagarh (Himachal Pradesh).

* The terms are stated in notes nos. 3.1 to 3.3

8. Amount due and outstanding to be credited to the Investor Education and Protection Fund H Nil (Previous period H Nil


9. Addition to Plant and Equipments includes loss of H185.56 lacs (Previous year H152.10 lacs) on account of fluctuation in
Foreign Exchange Rates.

10.Borrowing Cost capitalized during the year H175.21 lacs (Previous year H346.73 lacs), included in tangible assets H175.21
lacs (Previous year H335 lacs) and Capital Work in Progress H Nil (Previous Year H11.73 lacs).


11 Pending Litigations:

Excise Duty, Sales Taxes and other Indirect Taxes claims disputed by the Company relating to issues of applicability and
determination aggregating H2770.15 lacs (Previous year H2798.67 lacs).

Notes:

i) Based on the discussion with the solicitors/favorable decisions in similar cases/legal opinion taken by the Company, the
management believes that the Company has a good chance of success in above mentioned cases and hence, no provision there against
is considered necessary.

ii) The company does not expect any reimbursements in respect of the above contingent liabilities.

iii) Future cash outflows in respect of the above are determinable only on receipt of judgments/ decisions pending with various
forums/authorities.

12. Others:

a. Letter of credit established but material not received amounting to H2644.35 lacs (Previous year H3024.18 lacs).

b. Counter-Guarantees given to banks for Stand-by Letter of Credit (SBLC) facility H3600.76 lacs (Previous Year H2549.15 lacs).
Outstanding amount of Overdraft limit availed by Greenlam America Inc., Greenlam Asia Pacific Pte. Ltd. and Greenlam Europe (UK)
Ltd., against SBLC facility is USD 29.40 lacs, USD 10.00 lacs and GBP 9.95 lacs respectively equivalent to H3556.51 lacs
(Previous year H2505.57 lacs) translated at year-end exchange rate.

c. Gurantee given to Banks in respect of loans to its subsidiary USD 160.00 lacs & SGD 15.07 lacs ( Previous Year Nil)
equivalent to H11338.60 lacs ( Previous Year Nil) , translated at year- end exchange rate.

d. Guarantee/Letter of Assurance given to Banks for Bills discounting facility ( Channel Financing) H2750.00 lacs (Previous Year
H Nil) and outstanding amount under this Bills Discounting facility H760.28 lacs (Previous Year H Nil)

13. Commitments

a. Estimated amount of contracts remaining to be executed on capital account and not provided for (Net of advances) H603.92 lacs
(Previous year H2555.02 lacs)

b. Uncalled liability on shares and other investments which are partly paid H Nil (Previous year H Nil)

c. Other commitments H Nil (Previous year H Nil)


14.DISCLOSURES REGARDING EMPLOYEE BENEFITS

i) Defined Contribution Plan: Employee benefits in the form of Provident Fund is considered as defined contribution plan and the
contributions to Employees'' Provident Fund Organization established under The Employees'' Provident Fund and Miscellaneous
Provisions Act 1952 is charged to the Statement of Profit and Loss of the year when the contributions to the respective funds are
due.

ii) Defined Benefit Plan: Retirement benefits in the form of Gratuity and Leave Encashment are considered as defined benefit
obligations and is provided for on the basis of third party actuarial valuation, using the projected unit credit method, as at
the date of the Balance Sheet. Every Employee who has completed five years or more of service is entitled to Gratuity on terms
not less favorable than the provisions of The Payment of Gratuity Act, 1972. As the Company has not funded its liability, it has
nothing to disclose regarding plan assets and its reconciliation.


15. SEGMENT REPORTING (Under Accounting Standard AS - 17)

Segment information has been prepared in conformity with the accounting policies adopted for preparing and presenting the
financial statements of the Company. As part of Secondary reporting, revenues are attributed to geographical areas based on the
location of the customers. The following table present the revenue, profit, assets and liabilities information relating to the
business / geographical segment for the year ended 31st March, 2016


16. SEGMENT REPORTING (Under Accounting Standard AS - 17) (contd.)

NOTES:

a) Business Segments :

A description of the types of products and services provided by each reportable segment is as follows:

Laminate & Allied Products: The Segment is engaged in the business of manufacturing of Laminates, compact laminates and other
allied products through its wholesale and retail network.

Veneer & Allied Products: The Segment is engaged in the business of manufacturing of Decorative veneers, Engineered Wood
Flooring, Engineered Door Sets & Door Leaf and other allied products through its wholesale and retail network.

b) Segment Assets and Liabilities :

All Segment Assets and liabilities are directly attributable to the segment. Segment assets include all operating assets used by
the segment and consist principally of fixed assets, inventories, sundry debtors, advances and operating cash and bank balances.
Segment assets and liabilities do not include share capital, reserves and surplus, borrowings, proposed dividend and income tax
(both current and deferred).

c) Segment Revenue and Expenses :

Segment revenue and expenses are directly attributable to the segment. It does not include dividend income, profit on sale of
investments, interest income, interest expense, other expenses which cannot be allocated on a reasonable basis and provision for
income tax (both current and deferred).

17. RELATED PARTY DISCLOSURES AS PER ACCOUNTING STANDARD AS - 18 32.1 List of related parties and relationship:

a) Related parties where control exists

Subsidiary Companies

i) Greenlam Asia Pacific Pte. Ltd.

ii) Greenlam America, Inc.

iii) Greenlam VT Industries Pvt. Ltd. (Struck off on 05-04-2016)

iv) Greenlam Europe (UK) Ltd.

v) Greenlam Asia Pacific (Thailand) Co. Ltd.

vi) Greenlam Holding Co. Ltd.

vii) Pt. Greenlam Asia Pacific

b) Related parties with whom transactions have taken place during the year. Key Management Personnel

i) Mr. Saurabh Mittal, Managing Director & CEO

ii) Mrs. Parul Mittal, Whole-Time Director

iii) Mr. Vijay Kumar Chopra, Independent Director

iv) Mrs. Urvashi Saxena, Independent Director

v) Ms. Sonali Bhagwati Dalal, Independent Director

vi) Mr. Ashok Kumar Sharma, Chief Financial Officer

vii) Mr. Prakash Kumar Biswal, Company Secretary

Enterprises Owned/Influenced by Key Management Personnel or their relatives i) Himalaya Granites Ltd. ii) Prime Properties Pvt
Ltd. iii) Greenply Industries Ltd.

Relatives of Key Management Personnel

i) Mrs. Parul Mittal (Wife of Mr. Saurabh Mittal)

ii) Seema Realcon Pvt Ltd ( Brother of Mrs Parul Mittal is a Director in Seema Realcon Pvt Ltd.)


* Represents amount in H at the yearend conversion rate

*Resolution passed by Operational & Finance Committee of Board of Directors of the Company

18. FLUCTUATION IN LONG TERM FOREIGN CURRENCY MONETARY ITEMS

The Company has exercised the option available to it under Rule 46A of the Companies (Accounting Standards) (Second Amendment)
Rules, 2011 in respect of accounting for fluctuations in foreign exchange relating to "Long Term Foreign Currency Monetary
Items". Accordingly, it has adjusted a loss of H185.56 lacs (Previous year H152.10 lacs) during the period to the cost of its
fixed assets on account of such difference arising during the current period and has provided for depreciation thereon over the
balance useful life of the respective assets. Consequently, the charge to the Statement of Profit and Loss is effected to that
extent.

19. TAXATION

A firm of Independent Accountants have certified that the Company''s international and specified domestic transactions covered by
transfer pricing regulations during the financial year ended 31st March, 2015 were at arm''s length. The Management believes that
during the current financial year, similar transactions would have no impact on these financial statements and particularly the
amount of tax expense and the provision for taxation.


20. Balances under Trade receivables, Trade Payables, Loans and Advances payable or receivable are subject to confirmation to be
received from some of the parties.

21. The figures for the previous period are re-classified/ re-arranged / re -grouped, wherever necessary so as to be in
conformity with the figures of the current period''s classification/disclosure.


Mar 31, 2015

1 Terms/Rights attached to the Equity Shares

The Company has only one class of equity Shares having a par value of Rs.5 per share. Each holder of equity shares is entitled to one vote per share. The Company declares and pays dividends in Indian rupees. The dividend proposed by the Board of Directors is subject to the approval of the shareholders in the ensuing Annual General Meeting.

During the year, the amount of per share dividend recognized as distribution to equity shareholders was Rs.0.50 (Previous year Rs.Nil).

In the event of liquidation of the Company, the holders of equity shares will be entitled to receive remaining assets of the Company, after distribution of all preferential amounts. This distribution will be in proportion to the number of equity shares held by the shareholders.

2 The Company has not reserved any shares for issue under option and contract/commitments for the sale fo share/ disinvestment.

3 The Company for the period of five years immediately preceding the date of Balance Sheet (i.e. since incorporation) has:

i. Allotted 2,41,36,374 equity shares as fully paid and cancelled 1,00,000 equity shares pursuant to Scheme of Arrangement without payment being received in cash.

ii. Not allotted fully paid up shares by way of bonus shares

4 Subject to Note no. 32.2.7, Term Loans of Rs.13365.49 lacs are secured by first pari-passu charge on all movable fixed assets of the Company, present and future, first pari-passu charge on immovable fixed assets of the Company''s units at (a) Behror (Rajasthan) and (b) Nalagarh (Himachal Pradesh), second pari-passu charge on all current assets of the Company, present and future.

5 Subject to Note No. 32.2.7, Working Capital Loans of Rs.3341.13 lacs are secured by first pari-passu charge on all current assets of the company, present and future, second pari-passu charge on all movable fixed assets of the company, present and future, second pari-passu charge on immovable fixed assets of the company''s units at (a) Behror (Rajasthan) and (b) Nalagarh (Himachal Pradesh).

6 Addition to Plant & Equipments includes loss of Rs.152.10 lacs (Previous year Rs. Nil) on account of fluctuation in Foreign Exchange Rates. (Refer Note No. 33)

7 Borrowing Cost capitalised during the year Rs.346.73 lacs (Previous year Rs. Nil), included in tangible assets Rs.335 lacs and Capital Work in Progress Rs.11.73 lacs.

8 CONTINGENT LIABILITIES AND COMMITMENTS

Contingent liabilities

Pending litigation

Excise Duty, Sales Taxes and other Indirect Taxes claims disputed by the Company relating to issues of applicability and determination aggregating Rs.2798.67 lacs (Previous year Rs. Nil).

Notes:

i) Based on the discussion with the solicitors/favourable decisions in similar cases/legal opinion taken by the Company, the management believes that the Company has a good chance of success in above mentioned cases and hence, no provision there against is considered necessary.

ii) The company does not expect any reimbursements in respect of the above contingent liabilities.

iii) Future cash outflows in respect of the above are determinable only on receipt of judgements/decisions pending with various forums/authorities.

9 Other

a. Letter of credit established but material not received amounting to Rs.3024.18 lacs (Previous year Rs.Nil).

b. Counter-Guarantees given to banks for Stand-by Letter of Credit (SBLC) facility Rs.2549.15 lacs (Previous Year Rs. Nil). Outstanding amount of Overdraft limit availed by Greenlam America Inc., Greenlam Asia Pacific Pte. Ltd. and Greenlam Europe (UK) Ltd., against SBLC facility is USD 19,40,000, USD 10,00,000 and EURO 9,90,972.32 respectively equivalent to Rs.2505.57 lacs (Previous year Rs. Nil) translated at year-end exchange rate.

10 Commitments

a. Estimated amount of contracts remaining to be executed on capital account and not provided for (Net of advances) Rs.2555.02 lacs (Previous year Rs. Nil)

b. Uncalled liability on shares and other investments which are partly paid Rs. NIL (Previous year Rs. NIL)

c. Other commitments Rs. NIL (Previous year Rs. NIL)

11 DISCLOSURES REGARDING EMPLOYEE BENEFITS

i) Defined Contribution Plan: Employee benefits in the form of Provident Fund is considered as defined contribution plan and the contributions to Employees'' Provident Fund Organisation established under The Employees'' Provident Fund and Miscellaneous Provisions Act 1952 is charged to the Statement of Profit and Loss of the year when the contributions to the respective funds are due.

ii) Defined Benefit Plan: Retirement benefits in the form of Gratuity are considered as defined benefit obligations and is provided for on the basis of third party actuarial valuation, using the projected unit credit method, as at the date of the Balance Sheet. Every Employee who has completed five years or more of service is entitled to Gratuity on terms not less favourable than the provisions of The Payment of Gratuity Act, 1972. As the Company has not funded its liability, it has nothing to disclose regarding plan assets and its reconciliation.

12 Balances under Trade receivables, Trade Payables, Loans and Advances payable or receivable are subject to confirmation to be received from some of the parties.

a) Business Segments :

A description of the types of products and services provided by each reportable segment is as follows:

Laminate & Allied Products: The Segment is engaged in the business of manufacturing of Laminates, compact laminates and other allied products through its wholesale and retail network.

Veneered & Allied Products: The Segment is engaged in the business of manufacturing of Decorative veneers, Engineered Wood Flooring and other allied products through its wholesale and retail network.

b) Segment Assets and Liabilities :

All Segment Assets and liabilities are directly attributable to the segment. Segment assets include all operating assets used by the segment and consist principally of fixed assets, inventories, sundry debtors, advances and operating cash and bank balances. Segment assets and liabilities do not include share capital, reserves and surplus, borrowings, proposed dividend and income tax (both current and deferred).

c) Segment Revenue and Expenses :

Segment revenue and expenses are directly attributable to the segment. It does not include dividend income, profit on sale of investments, interest income, interest expense, other expenses which cannot be allocated on a reasonable basis and provision for income tax (both current and deferred).

13 RELATED PARTY DISCLOSURES AS PER ACCOUNTING STANDARD AS - 18

31.1 List of related parties and relationship:

a) Related parties where control exists Subsidiary Companies

i) Greenlam Asia Pacific Pte. Ltd. (became subsidiary w.e.f. 01.04.2014 pursuant to Scheme of Arrangement)

ii) Greenlam America, Inc. (became subsidiary w.e.f. 01.04.2014 pursuant to Scheme of Arrangement)

iii) Greenlam VT Industries Pvt. Ltd. (became subsidiary w.e.f. 01.04.2014 pursuant to Scheme of Arrangement)

iv) Greenlam Europe (UK) Ltd. (became subsidiary w.e.f. 01.04.2014 pursuant to Scheme of Arrangement)

v) Greenlam Asia Pacific (Thailand) Co. Ltd. (became subsidiary w.e.f. 01.04.2014 pursuant to Scheme of Arrangement)

vi) Greenlam Holding Co. Ltd. (became subsidiary w.e.f. 01.04.2014 pursuant to Scheme of Arrangement)

vii) Pt. Greenlam Asia Pacific (became subsidiary w.e.f. 01.04.2014 pursuant to Scheme of Arrangement)

b) Related parties with whom transactions have taken place during the year.

Key Management Personnel

i) Mr. Saurabh Mittal, Managing Director & CEO w.e.f. 11.11.2014 (Director upto 10.11.2014)

ii) Mrs. Parul Mittal, Whole-Time Director (w.e.f. 11.11.2014)

iii) Mr. Vijay Kumar Chopra, Independent Director (w.e.f. 30.10.2014)

iv) Mrs. Urvashi Saxena, Independent Director (w.e.f. 30.10.2014)

v) Ms. Sonali Bhagwati Dalal, Independent Director (w.e.f. 30.10.2014)

vi) Mr. Ashok Kumar Sharma, Chief Financial Officer (w.e.f. 17.11.2014)

vii) Mr. Prakash Kumar Biswal, Company Secretary (w.e.f. 17.11.2014)

Enterprises Owned/Influenced by Key Management Personnel or their relatives

i) Himalaya Granites Ltd.

ii) Prime Properties Pvt Ltd.

iii) Greenply Industries Ltd.

Relatives of Key Management Personnel

i) Mrs. Parul Mittal (Wife of Mr. Saurabh Mittal)

14 RELATED PARTY DISCLOSURES AS PER ACCOUNTING STANDARD AS - 18 (Contd.)

Investments by the loanee in the shares of the parent Company and its subsidiary companies, when the Company has made a loan or advance in the nature of loan Rs. Nil (Previous year Rs. Nil)

Notes : Related Party Relationship is as identified by the Company and relied upon by the Auditors.

15 SCHEME OF ARRANGEMENT

Pursuant to the Scheme of Arrangement ("the scheme") between Greenply Industries Ltd. (Greenply), the Company and their respective shareholders and creditors as approved by the High Court of Gauhati vide its order dated October 31, 2014, which became effective on November 17, 2014 on filing with the Registrar of Companies, all the assets and liabilities of the Decorative Division (i.e. business and interests in manufacture of laminates and decorative veneers) of Greenply have been transferred to and vested in the Company at their respective book values on a going concern basis with effect from the appointed date (i.e. April 1, 2013). Accordingly, the Scheme of Arrangement has been given effect to in these accounts.

16 The company has issued and alloted 2,41,36,374 equity shares of Rs.5 (Indian Rupees five only) to the shareholders of Greenply whose names appear in the register of members of Greenply as on the record date, 1 (one) equity share of Rs.5 (Indian Rupees five only) each, credited as fully paid up for every 1 (one) equity share of Rs.5 (Indian Rupees five only) each held by them in Greenply. Consequent to the allotment of new shares as per the scheme, 1,00,000 of Rs.5 each alloted to Greenply has been cancelled and the Company has ceased to be subsidiary of Greenply.

17 The net profit for the period from the appointed date i.e. April 1, 2013 to March 31, 2014, Rs.3718.59 lacs is adjusted in Surplus, i.e. balance in the Statement of Profit and Loss.

18 The transactions between the appointed date upto to the effective date as appearing in the books of accounts of Greenply have been deemed to have been made by the Company.

19 All costs, charges and expenses including stamp duties arising out of or incurred so far in carrying out and implementing this Scheme and matters incidental thereto, have been borne by Greenply and the company in the ratio of 2:1.

20 The immovable assets of the Company stands freed from all charges, mortgages and encumbrances relating to liabilities relating to Greenply. But, Greenply had created charges over its immovable assets (including those which now belong to the Company) under section 125 of the Companies Act, 1956 in respect of certain credit facilities taken from various banks for itself and for various undertakings of the Company. As the legal ownership of the immovable assets have not yet been transferred to the Company, Greenply continues to enjoy credit facilities by the subsisting charges, mortgages and encumbrances over such assets. Vice Versa, the Company enjoys credit facilities by the subsisting charges, mortgages and encumbrances over immovable assets belonging to Greenply. Till creation/ modification/satisfaction of Charges, as the case may be, in favour of the various banks/secured creditors of the respective Companies in terms of the applicable provisions of the Companies Act, 2013, the banks/secured creditors of the Company shall continue to hold their respective charge over the immovable assets of Greenply.

21 Although, pursuant to the scheme of arrangement, the immovable properties belonging to the demerged undertakings of Greenply vest in and/or deemed to be transferred to and vested in the Company, the mutation of title/assignment of leases thereof in the name of the Company are yet to be made and recorded by the appropriate authorities. Notwithstanding the same, the Company exercises all rights and privileges and pays ground rent, municipal taxes and fulfils all obligations, in relation to or applicable to such immovable properties.

22 FLUCTUATION IN LONG TERM FOREIGN CURRENCY MONETARY ITEMS

The Company has exercised the option available to it under Rule 46A of the Companies (Accounting Standards) (Second Amendment) Rules, 2011 in respect of accounting for fluctuations in foreign exchange relating to "Long Term Foreign Currency Monetary Items". Accordingly, it has adjusted a loss of Rs.152.10 lacs (Previous year Rs. Nil) during the period to the cost of its fixed assets on account of such difference arising during the current period and has provided for depreciation thereon over the balance useful life of the respective assets. Consequently, the charge to the Statement of Profit and Loss is effected to that extent.

23 TAXATION

The Company''s management is of the opinion that its international and domestic transactions are at arm''s length as per the independent accountants report for the year ended 31 March 2014. Management continues to believe that its international transactions post March 2014 and that the transfer pricing legislation will not have any impact on these financial statements, particularly on amount of tax expense and that of provision of taxation.

24 DEPRECIATION

In accordance with the provisions of the Companies Act 2013, effective from 1st April, 2014, the Company has reassessed the remaining useful lives of its fixed assets prescribed by Schedule II to the Act or actual useful life of assets, whichever is lower. In case of any asset whose life has completed as above, the carrying value, net of residual value of Rs.68.51 lacs, as at April 1, 2014 has been adjusted to the General Reserve and in other cases the carrying value has been depreciated over the remaining of the revised life of the assets and recognized in the Statement of Profit and Loss.

25 The figures stated in the current year are not comparable with those of previous period for the reasons that (a) the figures for the previous period were since incorporation of the Company on August 12, 2013 to March 31, 2014; and (b) in the current year, effect has been given to Scheme of Arrangement as approved by the Gauhati High Court. The figures for the previous period are re-classified/ re-arranged / re -grouped, wherever necessary so as to be in conformity with the figures of the current period''s classification/disclosure.

26 INFORMATION REGARDING MICRO, SMALL AND MEDIUM ENTERPRISES

As at 31st March, 2015, no supplier has intimated the Company about its status as Micro or Small enterprises or its registration with the appropriate authority under Micro, Small and Medium Enterprises Act, 2006. So, no disclosure is made. The Company has compiled this information based on the current information in its possession.

Get Instant News Updates
Enable
x
Notification Settings X
Time Settings
Done
Clear Notification X
Do you want to clear all the notifications from your inbox?
Settings X