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Directors Report of Greenlam Industries Ltd.

Mar 31, 2023

Your Directors have the pleasure in presenting the 10^th Annual Report on the business and operations of the Company along with the Audited Financial Statements (Standalone and Consolidated) of the Company for the financial year ended March 31,2023.

Financial Highlights

(Rs. in Lakh)
Particulars	Standalone Consolidated
Particulars	FY 2022-23	FY 2021-22	FY 2022-23	FY 2021-22
Profit before Finance Cost, Depreciation & Amortisation Expenses and Tax Expenses*	23,186.84	17,998.87	25,083.49	19,430.23
Less: Exceptional Items	-	258.96	-	258.96
Less: a) Finance Costs	2,291.42	1,347.75	2,347.98	1,408.00
b) Depreciation & Amortisation Expenses	5,846.33	5,430.66	6,324.69	5,849.57
Profit before Tax after Exceptional Item	15,049.08	10,961.50	16,410.82	11,913.70
Less: Provision for taxation ( Net)	2,761.02	2,424.99	3,606.86	2,855.47
Less: Non-controlling Interest	-	-	(38.19)	(15.04)
Profit for the year	12,288.06	8,536.50	12,842.15	9,073.27
Add: Other Comprehensive Income (OCI) (Net of taxes)	(28.74)	23.47	533.64	221.45
Total Comprehensive Income (Net of taxes)	12,259.32	8,559.97	13,375.79	9,294.72
Add: Balance brought forward from previous years	43,152.98	36,299.83	45,708.07	38,120.17
Amount available for appropriation	55,412.30	44,859.80	59,083.86	47,414.89
Appropriations:
Less: Dividend paid on Equity Shares	1,448.18	1,206.82	1,448.18	1,206.82
Less: Transferred to General Reserve	500.00	500.00	500.00	500.00
Balance carried to Balance Sheet	53,464.12	43,152.98	57,135.68	45,708.07
*including other income

Operations and State of Affairs of the Company

During the financial year 2022-23, your Company recorded an impressive growth in both top line and bottom line with 19.61% growth in total income and 43.95% in net profit. Total income increased to H1,88,706.41 lakh from H1,57,665.24 lakh in the previous year and net profit increased to H 12,288.06 lakh from H8,536.50 lakh in the previous year. This performance is driven by better product mix, focused operational efficiency, a disciplined approach in commercial operations, rising preference of consumers for branded products and market recovery from Covid-19 pandemic.

Laminates and allied products constituted around 90.64% of our total sales during the financial year

2022-23, sales grew 18.61% to H1,67,772.73 lakh. Decorative Veneer and allied products contributed 9.36% to our total sales. Decorative Veneer business grew 27.51% to H10,673.12 lakh for the financial year 2022-23. In the engineered wooden flooring business, your Company reported sales of H4,235.38 lakh for financial year 2022-23, growing by 19.48%. The engineered wooden door set sales de-grew 4.90% to H2,425.58 lakh in financial year 2022-23.

During the financial year 2022-23, your Company recorded a growth of 11.31% in exports to H73,505.06 lakh from H66,038.98 lakh and export incentive decreased to H3,221.30 lakh from H3,749.60 lakh.

As per the Consolidated Financial Statements, total income and the profit after tax for the financial year

2022-23 stood at H2,04,391.20 lakh and H12,803.96 lakh respectively.

Your Company intensified its efforts in the area of product specification and market penetration as a result of which your Company continued to expand its presence for laminates and allied products. The performance of the Company during the financial year 2022-23 validated the initiatives undertaken by Greenlam''s Management towards bettering.

Consolidated Financial Statements

Pursuant to Section 129(3) of the Companies Act, 2013, the Consolidated Financial Statements of the Company prepared in accordance with Section 133 of the Companies Act, 2013 read with Rule 7 of the Companies (Accounts) Rules, 2014 and Indian Accounting Standard 110 on Consolidated Financial Statements are provided in the Annual Report.

Dividend

Your Directors recommended a final dividend of HI.50/- per equity share on the Company''s 12,69,92,550 equity shares of H1.00 each (150%) for the financial year 2022-23 in its meeting held on May 27, 2023. The final dividend on the equity shares, if declared as above, would entail a total outflow of H1904.89 lakh. The dividend payment is subject to approval of members at the ensuing Annual General Meeting. The dividend pay-out is in accordance with the Dividend Distribution Policy of the Company. The Dividend Distribution Policy of the Company can be accessed at https://www.greenlamindustries.com/ pdf-file/dividend-distribution-policy.pdf.

Outlook and Expansion

Your Company''s outlook remains favourable on account of continuous processes strengthening, growing brand popularity, customer shift from unorganised to organised market coupled with support from employees, shareholders, creditors, consumers, distributors, dealers and lenders and other stakeholders. The Company''s vision is to broad-base its product portfolio towards a one-stop solution and position itself as an integrated surface and solution provider. The Company''s pan-India distribution network ensures an easy availability of products in almost every part of India. The Company enjoys a presence in over 100 countries, either directly or through its overseas subsidiaries and step-down subsidiaries.

Increasing urbanisation, growing nuclearisation, aspiration to enhance the quality of residential workplace, urban development programmes (Housing for All and Smart Cities Mission), tourism and hospitality growth are expected to catalyse the demand for laminates.

The Company will continue to leverage its position as one of the largest manufacturers of laminates in the country to grow attractively.

During the year, your Company acquired a laminate manufacturing facility at Prantij, Gujarat along with machineries & equipment with production capacity of approximately 3.4 million laminate sheets per annum. The Company commenced commercial production at the said newly acquired laminate manufacturing facility with effect from August 20, 2022. Further, upgradation of the said manufacturing facility was completed on May 17, 2023. Upon upgradation, the production capacity of the said manufacturing facility has become 5.4 million laminate sheets per annum and the total installed capacity of the Company for manufacturing of laminates has increased to 21.02 million sheets per annum.

HG Industries Limited, a subsidiary company is in the process of setting up a greenfield project for manufacturing of plywood and allied products with an installed capacity of 18.9 million square meters at Tindivanam, Tamil Nadu of which commercial production is expected to start shortly.

Greenlam South Limited, a wholly owned subsidiary of the Company ("GSL"), is in the process of setting up a greenfield laminates project at Naidupeta, Andhra Pradesh, with an installed capacity of 3.5 million laminate sheets/ boards per annum. The project is expected to commence commercial production by Q2 of FY 2023-24. GSL is also setting up a greenfield project for manufacturing of particle board and allied products at Naidupeta, Andhra Pradesh with a manufacturing capacity of approx. 2,31,000 cubic metre of which commercial production is expected to commence commercial production by Q4 of FY 2023-24.

During the year under review, Board of Directors approved a Scheme of Arrangement ("Scheme") between HG Industries Limited ("Transferor Company") and Greenlam Industries Limited ("Transferee Company") and their respective shareholders and all concerned under Section 230 to 232 of the Companies Act, 2013 for amalgamation of Transferor Company with and into the Transferee Company with effect from April 01,2022 ("Appointed Date"). The Scheme was subject to the receipt of requisite approvals from statutory and regulatory authorities and respective shareholders and creditors under applicable law. The Company received the observations letters from BSE Limited and National Stock Exchange of India Limited on January 11, 2023. The Company also received the No Objection Certificates from secured creditors. The approval of shareholders and unsecured creditors were received on April 21, 2023 and the Company is taking further necessary actions in this regard.

Credit Rating

Following are the credit ratings obtained during the financial year 2022-23:

Facilities	Rating Agency	Ratings	Rating Action
Long Term Bank Facilities	CARE Ratings Limited	CARE AA-; (Stable)	Reaffirmed
Short Term Bank Facilities	CARE Ratings Limited	CARE A1	Reaffirmed
Long Term Bank Facilities	ICRA Limited	ICRA AA-; (Stable)	Reaffirmed
Short Term Bank Facilities	ICRA Limited	ICRA A1	Reaffirmed
Non - convertible debentures	ICRA Limited	ICRA AA-; (Stable)	Reaffirmed

Subsidiaries and its Performance

As on March 31, 2023, your Company has ten overseas subsidiaries and step-down subsidiaries viz. Greenlam Asia Pacific Pte. Ltd., Singapore, Greenlam America, Inc., USA, Greenlam Europe (UK) Limited, UK, Greenlam Asia Pacific (Thailand) Co., Ltd., Thailand, Greenlam Holding Co., Ltd., Thailand, PT. Greenlam Asia Pacific, Indonesia, Greenlam Decolan SA, Switzerland, PT Greenlam Indo Pacific, Indonesia, Greenlam Rus LLC, Russian Federation, Greenlam Poland Sp. z.o.o., Republic of Poland and two Indian subsidiaries viz. Greenlam South Limited and HG Industries Limited.

Greenlam Asia Pacific Pte. Ltd., Singapore subsidiary, is engaged in the business of trading of high-pressure decorative laminates and allied products. Greenlam America, Inc., USA subsidiary, is engaged in the marketing and distribution of high-pressure laminates and allied products in North America and South America.

allied products in Thailand. One Indonesian step-down subsidiary PT. Greenlam Asia Pacific is engaged in the manufacturing of promotional material i.e. catalogues, sample folders, chain sets, wall hooks and A4 size samples and another Indonesian step-down subsidiary PT Greenlam Indo Pacific is carrying out, inter alia, the business of distributor and wholesaler of laminates and allied products. Greenlam Decolan SA, Switzerland step down subsidiary, is engaged in the business of marketing and distribution of high pressure laminates and allied products. Limited Liability Company Greenlam Rus (abbreviated name being "Greenlam Rus LLC"), step down subsidiary in Russian Federation, and Greenlam Poland Spotka zograniczong odpowiedzialnoscig" (abbreviated name being "Greenlam Poland Sp. z o.o"), step down subsidiary in Republic of Poland, are carrying out, inter alia, the business of marketing of high pressure laminates and allied products.

There is no company which has become or ceased to be subsidiary, joint venture or associate of the Company during the year under review.

Pursuant to Section 129(3) of the Companies Act, 2013 read with Rule 5 of the Companies (Accounts) Rules, 2014, a statement containing salient features of standalone financial statements of subsidiaries in Form AOC-1 is attached as "Annexure- I"

As required under Rule 8(1) of the Companies (Accounts) Rules, 2014, the Director''s Report has been prepared based on Standalone Financial Statements. During the financial year 2022-23, the net contribution of all the subsidiaries to the Company''s consolidated total income, profits before tax (PBT) and profits after tax (PAT) is 7.67%, 8.30% and 4.03% respectively. The standalone turnover, PBT and PAT of each subsidiary are given in Form AOC-1.

In accordance with the fourth proviso of Section 136(1) of the Companies Act, 2013, the Annual Report of the Company, containing therein its Standalone and the Consolidated Financial Statements would be placed on the website of the Company at www. greenlamindustries.com. Further, as per provisions of the said Section, audited/unaudited Annual Accounts of each of the subsidiary companies would also be placed on the website of the Company at www. greenlamindustries.com. Shareholders interested in obtaining a soft copy of the Annual Accounts of the subsidiary companies may write to the Company

Secretary at the Company''s Registered and Corporate office or may drop a mail at investor.relations@ greenlam.com.

In terms of the Regulation 46(2)(h) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the policy for determining material subsidiaries is placed on the website of the Company at www.greenlamindustries.com.

Based on the financial statements for the financial year ended March 31, 2022, Greenlam South Limited is considered as the material subsidiaries of the Company in terms of the provisions of Regulation 16 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, for the Financial Year 2022-23. The Secretarial Audit Report of Greenlam South Limited in Form MR-3 for the financial year ended March 31, 2023, is annexed to the report as "Annexure-VII".

Transfer to General Reserve

The Board of Directors at their meeting held on May 27, 2023 proposed to transfer H500 lakh to the General Reserve.

Directors

As on March 31, 2023, the Board of the Company comprises of 6 (six) directors, consisting of the following;

Â¦ One Non-Executive Promoter Chairman

Â¦ Two Executive Promoter Directors

Â¦ Three Non-Executive Independent Directors

During the financial year 2022-23, Mr. Vijay Kumar Chopra ceased to be an Independent Director of the Company with effect from August 10, 2022 due to completion of his tenure as an Independent Director as per the provisions of Companies Act, 2013 (''Act'') & relevant provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Further, the Nomination, Remuneration and Compensation Committee and the Board of Directors at their respective meetings held on February 01, 2023 and February 02, 2023 recommended the appointment of Mr. Rahul Chhabra (DIN: 10041446) as an Independent Director of the Company to the members of the Company and accordingly, the Company has received the approval of members of the Company on May 21, 2023. Mr. Rahul Chhabra has been appointed as an Independent Director, not liable to retire by rotation, for a term of 5 (five) consecutive years commencing from May 21, 2023 to May 20, 2028. In the opinion of Board of Directors, Mr. Rahul Chhabra, Independent Director is a person of integrity and possesses relevant expertise and experience.

For the financial year 2022-23, the Company has received declarations from all the Independent Directors confirming that they meet the criteria of

independence as prescribed under sub-section (6) of Section 149 of the Companies Act, 2013 read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014 and Regulation 16 and 25 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

All the Independent Directors of the Company have complied with the requirement of inclusion of their names in the databank of Independent Directors maintained by Indian Institute of Corporate Affairs. Further, all the Independent Directors are exempted from the online proficiency self-assessment test as per the provisions of Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014 except Mr. Yogesh Kapur, who has passed the online proficiency self-assessment test conducted by the Indian Institute of Corporate Affairs on September 13, 2020.

I n accordance with the provisions of Section 152 of the Companies Act, 2013 and the Articles of Association of the Company, Ms. Parul Mittal (DIN: 00348783) Whole-time Director of the Company, will retire by rotation at the ensuing Annual General Meeting and being eligible offers herself for re-appointment.

None of the Directors ofyour Company are disqualified under the provisions of Section 164(2)(a)&(b) of the Companies Act, 2013 and a certificate dated May 23, 2023 received from M/s. Chandrasekaran Associates, Practicing Company Secretaries, certifying that none of the Directors on the Board of the Company has been debarred or disqualified from being appointed or continuing as director of the Companies by SEBI/ Ministry of Corporate Affairs or any such statutory authority is annexed to the Corporate Governance Report.

Changes in Share Capital

During the period under review, the Company issued and allotted 63,10,680 equity shares of the Company of face value of Re.1 each to Smiti Holding and Trading Company Private Limited on preferential basis at a price of H309 per share (including premium of H308 per equity shares) on July 20, 2022, after obtaining necessary approvals of shareholders and other regulatory authorities. Consequently, the issued, subscribed and paid-up equity share capital of the Company stands increased from H12,06,81,870 to H12,69,92,550.

Employees Stock Option Scheme

The Board of Directors at their meeting held on February 02, 2023, has approved to introduce and implement Greenlam Employees Stock Option Scheme, 2023 ("ESOS 2023") of the Company for the benefit of the Employees of the Company and its subsidiary company(ies) as well as to create, offer, issue and allot Employee Stock Options ("ESOPs") from time to time in one or more tranches, to the eligible employees, present and future, under ESOS

Sl. No.	Name	Designation
1.	Mr. Saurabh Mittal	Managing Director & CEO
2.	Ms. Parul Mittal	Whole-time Director
3.	Mr. Ashok Kumar Sharma	Chief Financial Officer
4.	Mr. Prakash Kumar Biswal	Company Secretary & Vice President - Legal

2023, for not exceeding an overall limit of 0.5% the paid-up equity capital of the Company as on January 01,2023.

Your Company has received the approval of members of the Company for introduction and implementation of ESOS 2023 on May 21, 2023 by way of remote e-voting postal ballot process. The Company is taking further necessary approvals in this regard as may be required before grant of employee stock options.

Debenture

As on March 31,2023, the Company had 990 Secured, Listed, Redeemable, Non-Convertible Debentures (''NCD'') having face value of H 10,00,000/- each with coupon rate of 7.78% p.a. listed on National Stock Exchange of India Limited which were issued to identified investors on a private placement basis during the financial year 2021-22. No further nonconvertible securities were issued by the Company during the year under review.

Scheme of Arrangement

Based on the recommendation of Audit Committee and committee of Independent Directors, Board of Directors at its meeting held on June 30, 2022, approved a Scheme of Arrangement ("Scheme") between HG Industries Limited ("Transferor Company") and Greenlam Industries Limited ("Transferee Company") and their respective shareholders and all concerned under Section 230 to 232 of the Companies Act, 2013 for amalgamation of Transferor Company with and into the Transferee Company with effect from April 01,2022 ("Appointed Date").

Upon the Scheme coming into effect and with effect from the Appointed Date, all the assets and liability of the Transferor Company will be transferred and vested in the Company on a going concern basis and shall become the property of and an integral part of the Company without any further act, deed, matter or thing and the Transferor Company shall stand dissolved without being wound-up and the shareholders of Transferor Company as on the record date (to be fixed) shall be issued and allotted 1 (one) equity shares of the face value of Re. 1/- each of the Company as fully paid up for every 2 (two) fully paid up equity shares of the face value of H5/- each held in Transferor Company.

The Scheme was subject to the receipt of requisite approvals from statutory and regulatory authorities, and respective shareholders and creditors, under applicable law. The Company received the observations letters from BSE Limited and National Stock Exchange of India Limited on January 11, 2023. The Company also received the No Objection Certificates from secured creditors. Further, the approval of shareholders and unsecured creditors were received on April 21, 2023 and the Company is taking further necessary actions in this regard.

Key Managerial Personnel

The details of the Key Managerial Personnel of the Company are provided as under:

During the financial year 2022-23, there was no change in the Key Managerial Personnel of the Company.

Meetings of the Board

The Board of Directors of the Company met 6 (six) times during the FY 2022-23. The details of the Board Meetings with regard to their dates and attendance of each of the Directors thereat have been provided in the Corporate Governance Report.

Further, no resolution was passed by Board ofDirectors of the Company through circulation during the year under review in compliance with the provisions of Section 175 and other applicable provisions of the Companies Act, 2013

Performance Evaluation

Pursuant to the provisions of the Companies Act, 2013 and Regulation 25(3) & (4) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Independent Directors in their meeting held on March 22, 2023 have evaluated the performance of Non-Independent Directors, Chairperson of the Company after considering the views of the Executive and Non-Executive Directors, if any, Board as a whole and assessed the quality, quantity and timeliness of flow of information between the Company''s Management and the Board. The Nomination, Remuneration & Compensation Committee ("NRC") has also carried out evaluation of performance of every Director of the Company. On the basis of evaluation made by the Independent Directors and NRC and by way of individual and collective feedback from the Non-Independent Directors, the Board has carried out the Annual Performance Evaluation of the Directors individually as well as evaluation of the working of the Board as a whole and Committees of the Board.

The criteria for evaluation is outlined below:

a. For Independent Directors:

Â¦ Knowledge and Skills

Â¦ Professional conduct

Â¦ Duties, role and functions

Â¦ Compliance with Code of Business Ethics and Code of Conduct of the Company

Â¦ Rendering independent and unbiased opinion and judgements

Â¦ Attendance and active participation in meetings of Board and Committees of the Board and Members of the Company

Â¦ Assistance in implementing corporate governance practices

Â¦ Updation of skills and knowledge

Â¦ Information regarding external environment

Â¦ Raising of concerns, if any, to the Board

Â¦ Study of agenda in depth prior to the Meeting

Â¦ Contribution towards the formulation and implementation of strategy for achieving the goals of the Company

b. For Executive & Non-Executive Directors:

Â¦ Performance as Team Leader/Member

Â¦ Evaluating Business Opportunity and analysis of Risk Reward Scenarios

Â¦ Professional Conduct and Integrity

Â¦ Sharing of Information with the Board

Â¦ Attendance and active participation in the Board and Committee of the Board and Meetings of Members of the Company

Â¦ Whether difference of opinion was voiced in the meeting

Â¦ Whether Executive Directors were able to answer the queries raised by Independent Directors

Â¦ Compliance with Code of Business Ethics and Code of Conduct of the Company

Â¦ Assistance in implementing corporate governance practices

Â¦ Independent view on key appointments and strategy formulation

Â¦ Review of integrity of financial information and risk management

Â¦ Updation of skills and knowledge

Â¦ Information regarding external environment

Â¦ Raising of concerns, if any, to the Board

Â¦ Assistance in formulation of statutory and non-statutory policies for the Company

Â¦ Ensures implementation of decisions of the Board

Â¦ Ensures compliance with applicable legal and regulatory requirements

Â¦ Alignment of Company''s resources and budgets to the implementation of the organization''s strategic plan

Â¦ Creativity and innovations in creating new products

Â¦ Understanding of the business and products of the Company

c. For Committees of the Board:

Â¦ Adequate and appropriate written terms of reference

Â¦ Volume of business handled by the committee set at the right level

Â¦ Whether the committees work in an ''inclusive'' manner

Â¦ Effectiveness of the Board''s Committees with respect to their role, composition and their interaction with the Board

Â¦ Are the committees used to the best advantage in terms of management development, effective decision, etc.

Â¦ Attendance and active participation of each member in the meetings

Â¦ Review of the action taken reports and follows up thereon

d. For Board of Directors as a whole:

Â¦ Setting of clear performance objectives and how well it has performed against them

Â¦ Contribution to the testing and development and strategy

Â¦ Contribution towards ensuring robust and effective risk management

Â¦ Composition of the board and its committees appropriate with the right mix of knowledge and skills sufficient to maximize performance in the light of future strategy

Â¦ Effectiveness of inside and outside Board relationship

Â¦ Responding to the problems or crises that have emerged

Â¦ Relationship between Board and its Committees and between committees themselves

Â¦ Communication with employees and others

Â¦ Updation with latest developments in regulatory environments and the market in which the Company operates

Â¦ Role and functioning of the Board on the matters pertaining to financial reporting and internal controls

Â¦ Contribution of the Board for ensuring that

the Company adheres to the statutory and regulatory compliances as applicable to the Company

The Directors expressed their satisfaction with the evaluation process.

Audit Committee

As on March 31, 2023, the Audit Committee of the Company comprised of three Independent Directors with Mr. Yogesh Kapur as Chairman and Mr. Sandip Das and Ms. Matangi Gowrishankar as members and one promoter Director Mr. Saurabh Mittal, Managing Director & CEO of the Company as a member. During the year under review, Mr. Vijay Kumar Chopra ceased to be Member of the Committee due to completion of his tenure as an Independent Director of the Company with effect from August 10, 2022. The Audit Committee was reconstituted with effect from July 27, 2022 and Ms. Matangi Gowrishankar inducted as a member and Mr. Yogesh Kapur was designated as Chairman of the Audit Committee from that date. The Committee, inter alia, reviews the Financial Statements before they are placed before the Board, the Internal Control System and reports of Internal Auditors and compliance of various Regulations. The brief terms of reference of the Committee and the details of the Committee meetings are provided in the Corporate Governance Report.

Nomination, Remuneration and Compensation Committee

During the year under review, the Board of Directors at its meeting held on February 02, 2023 approved the change in nomenclature of Nomination and Remuneration Committee to Nomination, Remuneration & Compensation Committee ("NRC Committee"). As on March 31, 2023, the NRC Committee comprises of two Independent Directors with Mr. Sandip Das as Chairman and Ms. Matangi Gowrishankar as member and a Non-Executive Director Mr. Shiv Prakash Mittal as member. During the financial year, there was no change in the composition of NRC Committee. The NRC Committee inter alia, identifies persons who are qualified to become directors and who may be appointed in senior management. The brief terms of reference of the NRC Committee and the details of the NRC Committee meetings are provided in the Corporate Governance Report.

Stakeholders'' Relationship Committee

As on March 31,2023, the Stakeholders'' Relationship Committee comprises of one Non-Executive Director Mr. Shiv Prakash Mittal as Chairman, one Independent Director Mr. Yogesh Kapur as member and one Executive Director Mr. Saurabh Mittal, Managing Director & CEO of the Company as member. During the financial year, there was no change

in the composition of Stakeholders'' Relationship Committee. The Committee, inter alia, reviews the grievance of the security holders of the Company and redressal thereof. The brief terms of reference of the Committee and the details of the Committee meetings are provided in the Corporate Governance Report.

Risk Management Committee

As on March 31, 2023, the Risk Management Committee (''RMC'') comprises of two Executive Directors Mr. Saurabh Mittal, Managing Director & CEO of the Company as Chairman and Ms. Parul Mittal, Whole time Director of the Company as Member, two Independent Directors Mr. Sandip Das and Mr. Yogesh Kapur as Members, Mr. Ashok Kumar Sharma, Chief Financial Officer as Member, Mr. BL Sharma, Head of Manufacturing as Member and Mr. Devendra Gupta, Vice President - Purchase as Member. During the year under review, Ms. Matangi Gowrishankar ceased to be member of RMC and Mr. Yogesh Kapur was inducted as member of the RMC with effect from July 27, 2022. The RMC, inter alia, identify and monitors the key risk elements associated with business of the Company. The brief terms of reference of the Committee and the details of the Committee meetings are provided in the Corporate Governance Report. Further, Mr. Vijay Kumar Bishnoi, Assistant Vice President -Internal Audit, was acting as Chief Risk Officer of the Company to liaise between the risk owners and the Risk Management Committee.

Corporate Social Responsibility Committee

As on March 31, 2023, the Corporate Social Responsibility Committee (CSR Committee)

comprises of two Independent Directors with Ms. Matangi Gowrishankar as Chairperson and Mr. Sandip Das as member and two Executive Directors Mr. Saurabh Mittal, Managing Director & CEO of the Company as member and Ms. Parul Mittal, Whole time Director of the Company as member. During the year under review, there was no change in the composition of CSR Committee. The brief terms of reference of the CSR Committee and the details of the CSR Committee meetings are provided in the Corporate Governance Report.

Vigil Mechanism

Pursuant to the provisions ofSection 177(9) & (10) ofthe Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has framed a ''Whistle Blower Policy'' to establish Vigil Mechanism for directors and employees to report genuine concerns. The policy is revised from time to time to align it with applicable regulations or organisations suitability. The latest policy is available on the website of the Company and the web link of the same is provided in the Corporate Governance Report. This policy provides a process

to disclose information, confidentially and without fear of reprisal or victimization, where there is reason to believe that there has been serious malpractice, fraud, impropriety, abuse or wrong doing within the Company. The Company ensures that no personnel have been denied access to the Chairperson of the Audit Committee.

Risk Management

The Company has put in place a risk management policy in order to, inter alia, ensure the proper risk identification, evaluation, assessment, prioritization, treatment, mitigation and monitoring. Further, the risk management policy also provides a demarcation of the role of the Board of Directors, Audit Committee and Risk Management Committee for the purpose of effective Risk Management.

The Company follows a practice of identification of various risks pertaining to different businesses and functions of the Company through Independent Agency from time to time.

Major risks elements associated with the businesses and functions of the Company have been identified and are being addressed systematically through mitigating actions on a continuing basis.

The Audit Committee and Risk Management Committee under the supervision of the Board, periodically review and monitor the steps taken by the Company to mitigate the identified risk elements.

Statement in respect of adequacy of Internal Financial Controls with reference to the Financial Statements

The Directors had laid down Internal Financial Controls procedures to be followed by the Company which ensure compliance with various policies, practices and statutes in keeping with the organization''s pace of growth and increasing complexity of operations for orderly and efficient conduct of its business. The Audit Committee of the Board, from time to time, evaluated the adequacy and effectiveness of internal financial control of the Company with regard to the following:-

1. Systems have been laid to ensure that all transactions are executed in accordance with management''s general and specific authorization. There are well-laid manuals for such general or specific authorization.

2. Systems and procedures exist to ensure that all transactions are recorded as necessary to permit preparation of Financial Statements in conformity with Generally Accepted Accounting Principles or any other criteria applicable to such statements and to maintain accountability for aspects and the timely preparation of reliable financial information.

3. Access to assets is permitted only in accordance with management''s general and specific

authorization. No assets of the Company are allowed to be used for personal purposes, except in accordance with terms of employment or except as specifically permitted.

4. The existing assets of the Company are verified/ checked at reasonable intervals and appropriate action is taken with respect to differences, if any.

5. Proper systems are in place for prevention and detection of frauds and errors and for ensuring adherence to the Company''s policies.

Corporate Social Responsibility

The Corporate Social Responsibility Committee (CSR Committee) has formulated and recommended to the Board, a Corporate Social Responsibility Policy (CSR Policy) indicating the activities to be undertaken by the Company, which has been approved by the Board. The CSR Policy may be accessed on the Company''s website at the link https://www. greenlamindustries.com/pdf-file/Corporate%20 Social%20Responsibility%20Policy.pdf

The Average Net Profits of the Company for the last three financial years was H1,01,73,69,517.37/- and accordingly the prescribed CSR expenditure during the financial year 2022-23 was H2,03,47,390.35/- (i.e. 2% of the Average Net Profits of the Company for the last three financial years). Total amount spent by the Company on CSR for the financial year 2022-23 was H20,300,390.00/- against the mandatory requirement of H2,03,47,390.35/- .

There was an excess spent of H4,76,409.43/- during the financial year 2021-22 which was available for set off during the financial year 2022-23. An amount of H47,000.35/- was set off towards the CSR Obligation of the financial year 2022-23 from such excess amount spent in the financial year 2021-22. The balance amount of H4,29,409.08/- is available for set off in succeeding two financial years.

Pursuant to Rule 9 of the CSR Rules, the composition of the CSR Committee and CSR Policy and Projects approved by the Board are available on the website of the Company at www.greenlamindustries.com.

The Annual Report on CSR activities is annexed as "Annexure-II" to this Report.

Policy on Nomination and Remuneration

The summary of Remuneration Policy of the Company prepared in accordance with the provisions of Section 178 of the Companies Act, 2013 read with Regulation 19 and also read with Part D of Schedule II of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is provided in the Corporate Governance Report. The Remuneration Policy is approved by the Board of Directors and is uploaded on the website of the Company. The web link to the Remuneration Policy is as under: https://www.

greenlamindustries.com/pdf-file/Remuneration-

Policy.pdf

Particulars of contracts or arrangements with related parties

The related party transactions that were entered into during the financial year 2022-23, were on arm''s length basis and in ordinary course of business. During the year under review, the Company has not entered into any arrangement / transaction with related parties which could be considered as material in accordance with Section 188 (1) of the Companies Act, 2013. The particulars of contracts or arrangements with related parties in Form AOC-2 as required under Section 134(3)(h) of the Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014 is annexed herewith as "Annexure-III". There is no materially significant related party transactions entered into by the Company which may have potential conflict with the interest of the Company. The Board has approved a Policy on Materiality of Related Party Transactions and on Dealing with Related Party Transactions which has been uploaded on the Company''s website. The web-link to Policy on Materiality of Related Party Transactions and on Dealing with Related Party Transactions as required under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is as under: https:// www.greenlamindustries.com/pdffile/Policy%20 on%20Materiality%20of%20Related%20Party%20 Transactions%20and%20on%20Dealing%20with%20 Related%20Party%20Transactions.pdf

Directors'' Responsibility Statement

In terms of the provisions of Section 134(3)(c) read with Section 134(5) of the Companies Act, 2013, the Directors state that:

a) In preparation of the annual accounts for the financial year ended March 31, 2023, the applicable Accounting Standards have been followed along with proper explanation relating to material departures;

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

c) The Directors have taken proper and sufficient care for 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;

d) The Directors have prepared the annual accounts on a going concern basis;

e) The Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively;

f) The Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

Maintenance of Cost Records

Pursuant to sub-section (1) of Section 148 of the Companies Act, 2013, the maintenance of Cost Records as specified by the Central Government is not required by the Company and accordingly such accounts and records are not made and maintained by the Company.

Material Changes

During the year, your Company acquired the laminate manufacturing facility at Prantij, Gujarat. The Company commenced the commercial production at the said newly acquired laminate manufacturing facility with effect from August 20, 2022 and upgradation of the said manufacturing facility was completed on May 17, 2023.

During the year under review, your Company issued and allotted 63,10,680 equity shares of face value of Re.1 each on preferential basis. Consequently, the issued, subscribed and paid-up equity share capital of the Company stands increased from H12,06,81,870 to H12,69,92,550.

Further, a Scheme of Arrangement ("Scheme") between HG Industries Limited ("Transferor Company") and Greenlam Industries Limited ("Transferee Company") and their respective shareholders and all concerned under Section 230 to 232 of the Companies Act, 2013 for amalgamation of Transferor Company with and into the Transferee Company with effect from April 01,2022 ("Appointed Date") was approved by the Audit Committee and Board of Directors of the Company. The approval of shareholders and unsecured creditors has also been received by the Company on April 21, 2023 and the Company is taking further necessary actions in this regard.

There have been no other material changes and commitments affecting the financial position of the Company since the close of financial year ended March 31,2023 and to the date of this report and it is hereby confirmed that there has been no change in the nature of business of the Company.

Insurance

The Company''s properties, including building, plant, machineries and stocks, among others, are adequately insured against risks.

Public deposits

During the period under review, the Company did not invite or accept any deposits from the public in terms of Chapter V of the Companies Act, 2013.

Listing of Shares & Debenture

During the year under review, 63,10,680 (Sixty-Three Lakh Ten Thousand Six Hundred Eighty) fully paid-up equity shares of the Company having a face value of Re. 1/- issued on preferential basis to Smiti Holding and Trading Company Private Limited were listed on BSE Ltd (BSE) and National Stock Exchange of India Limited (NSE). The listing approvals of NSE and BSE were received on July 25, 2022 and July 26, 2022 respectively. The confirmation from the depositories were also received on July 25, 2022. Further, the trading approvals of BSE and NSE were received on July 27, 2022.

The Equity Shares of the Company are listed on BSE Limited (''BSE'') with scrip code No. 538979 and on National Stock Exchange of India Limited (''NSE'') with scrip symbol GREENLAM. Further, Non-Convertible Debentures issued by the Company are also listed on NSE. The Company confirms that the annual listing fees to the concerned stock exchange(s) for the financial year 2023-24 has been duly paid.

Loans, Guarantees and Investments under Section 186 of the Companies Act, 2013

Details of Loans granted, Guarantees given, and Investments made during the year under review, covered under the provisions of Section 186 of the Companies Act, 2013 are given in the Financial Statements of the Company forming part of this Annual Report.

Auditors and their Report

(a) Statutory Auditors:

The shareholders of the Company at the 6^thAnnual General Meeting (AGM) held on August 10, 2019, approved the appointment of M/s. S.S. Kothari Mehta & Company, Chartered Accountants (ICAI Firm Registration No. 000756N) as the Statutory Auditors of the Company pursuant to Section 139 of the Companies Act, 2013 for a term of 5 years from the conclusion of 6^th AGM till the conclusion of 11^th AGM to be held in financial year 2024-25.

The Statutory Auditors''Report on the Standalone and Consolidated Financial Statements of the Company for the financial year ended March 31, 2023 forms part of this Annual report.

(b) Secretarial Auditors:

The Board of Directors of the Company at their meeting held on November 12, 2022, reappointed M/s. Chandrasekaran Associates, Company Secretaries, (Firm Registration No.

P1988DE002500) having office at 11-F, Pocket-IV, Mayur Vihar, Phase-I, Delhi-110091 as Secretarial Auditor of the Company for conducting the Secretarial Audit of the financial year 2022-23.

The Secretarial Audit Report in Form MR-3 for the financial year ended March 31, 2023, is annexed herewith as "Annexure-IV".

Your Company was not required to appoint the Cost Auditor for the financial year ended March 31, 2023.

(d) Internal Auditor:

Mr. Vijay Kumar Bishnoi has been appointed as the Internal Auditor of the Company to carry out internal audit of branches, offices and manufacturing units of the Company.

The Audit Committee quarterly reviews the Internal Audit reports.

Response to Auditors'' Remarks

There is no qualification, reservation, adverse remark or disclaimer by the Statutory Auditors in their Statutory Audit Report.

There is no qualification, reservation, adverse remark or disclaimer by the Secretarial Auditors except as follows:

"As per regulation 57(4), the listed entity shall within five working days prior to the beginning of the quarter provide details for all the non-convertible securities for which interest/dividend/principal obligations shall be payable during the quarter but for quarter April 01,2022 to June 30, 2022 there was delay in intimation and the same was intimated on April 09, 2022.

Your directors are of the opinion that the aforesaid observation in Secretarial Audit Report is self -explanatory and do not call for further explanation.

Annual Return

The Annual Return of the Company as on March 31, 2023 is available on the Company''s website and can be accessed at www.greenlamindustries.com.

Corporate Governance Report

A detailed Report on Corporate Governance for the financial year 2022-23, pursuant to the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and an Auditors'' Certificate on compliance with the conditions of Corporate Governance is annexed to this report.

Management Discussion and Analysis Report

The Management Discussion and Analysis Report for the financial year 2022-23, pursuant to the SEBI (Listing Obligations and Disclosure Requirements)

Regulations, 2015 is given as a separate statement in the Annual Report.

Business Responsibility and Sustainability Report

As stipulated under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Business Responsibility and Sustainability Report, describing the initiatives taken by the Company from an environmental, social, governance and sustainability perspective is attached and forms part of the Annual Report.

CEO and CFO Certification

Pursuant to Regulation 17(8) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the CEO and CFO certification as specified in Part B of Schedule II thereof is annexed to the Corporate Governance Report. The Managing Director & CEO and the Chief Financial Officer of the Company also provide quarterly certification on Financial Results while placing the Financial Results before the Board in terms of Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Code of Conduct for Directors and Senior Management Personnel

The Code of Conduct for Directors and Senior Management Personnel is posted on the Company''s website. The Managing Director & CEO of the Company has given a declaration that all Directors and Senior Management Personnel concerned have affirmed compliance with the code of conduct with reference to the financial year ended on March 31, 2023. The declaration is annexed to the Corporate Governance Report.

Disclosure regarding compliance of applicable Secretarial Standards

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

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

The information required under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014, is annexed herewith as "Annexure-V".

Particulars of Employees

The information required under Section 197(12) of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration

of Managerial Personnel) Rules, 2014, is annexed herewith as "Annexure-VI"

Fraud Reporting

There was no fraud reported by the Auditors of the Company under Section 143(12) of the Companies Act, 2013, to the Audit Committee or the Board of Directors during the year under review.

Constitution of Internal Complaints Committee

Pursuant to the requirement under Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, an Internal Complaints Committee has been duly constituted by the Company and the composition of the same is disclosed in the Anti-Sexual Harassment Policy which is posted on the website of the Company under the link https://www.greenlamindustries.com/pdf-file/ Anti-Sexual-Harassment-Policy.pdf

Disclosures under Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013

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

Details of significant and material orders passed by the regulators/courts/ tribunals impacting the going concern status and the Company''s operations in future

During the period under review, there were no significant and material orders passed by any regulator/court/tribunal impacting the going concern status and the Company''s operations in future.

Acknowledgement

Your Directors place on record their sincere thanks and appreciation for the continuing support of financial institutions, consortium of banks, vendors, clients, investors, Central Government, State Governments and other regulatory authorities. Directors also place on record their heartfelt appreciation for employees of the Company for their dedication and contribution.

For and on behalf of the Board of Directors

Saurabh Mittal Parul Mittal

Managing Director & CEO Whole-time Director

[DIN: 00273917] [DIN: 00348783]

Place: New Delhi Date: May 27, 2023

Mar 31, 2022

Your Directors have the pleasure in presenting the 9^th Annual Report on the business and operations of the Company along with the Audited Financial Statements of the Company for the financial year ended March 31,2022.

Financial Highlights

(H in lac)
Particulars	Standalone		Consolidated
	FY 2021-22	FY 2020-21	FY 2021-22	FY 2020-21
Profit before Finance Cost, Depreciation &	17,998.87	16,733.01	19,430.23	18,085.13
Amortisation Expenses and Tax Expenses*
Less: Exceptional Items	258.96	1,240.17	258.96	1,240.17
Less: a) Finance Costs	1,347.75	1,603.37	1,408.00	1,692.37
b) Depreciation & Amortisation Expenses	5,430.66	5,178.57	5,849.57	5,556.26
Profit before Tax after Exceptional Item	10,961.50	8,710.90	11,913.70	9,596.34
Less: Provision for taxation	2,424.99	2,026.03	2,855.47	2,227.89
Less: Non-controlling Interest	-	-	(15.04)	(7.51)
Profit for the year	8,536.50	6,684.87	9,073.27	7,375.96
Add: Other Comprehensive Income (OCI)	23.47	93.70	221.45	(95.71)
(Net of taxes)
Total Comprehensive Income (Net of taxes)	8,559.97	6,778.57	9,294.72	7,280.25
Add: Balance brought forward from previous years	36,299.83	30,021.25	38,120.17	31,339.92
Amount available for appropriation	44,859.80	36,799.83	47,414.89	38,620.17
Appropriations:
Less: Dividend paid on Equity Shares	1,206.82	-	1,206.82	-
Less: Transferred to General Reserve	500.00	500.00	500.00	500.00
Balance carried to Balance Sheet	43,152.98	36,299.83	45,708.07	38,120.17
including other income

Operations and State of Affairs of the Company

During the financial year 2021-22, your Company recorded an impressive growth in both top line and bottom line with 39.57% growth in total income and 27.70% in net profit. Total income increased to H 1,57,665.24 lac from H1,12,966.71 lac in the previous year and net profit increased to H8,536.50 lac from H6,684.87 lac in the previous year. This performance is driven by better product mix, focused operational efficiency, a disciplined approach in commercial operations, rising preference of consumers for branded products and market recovery from Covid-19 pandemic despite supply chain disruption and steep increase in raw material and freight cost.

Laminates and allied products constituted around

90.72% of our total sales during the financial year 2021-22, sales grew 42.86% to H1,41,452.99 lac. Decorative Veneer and allied products contributed 9.28% to our total sales. Decorative Veneer business grew 6.43% to H14,465.56 lac for the financial year 2021-22. In the engineered wooden flooring business, your Company reported sales of H3,544.72 lac for financial year 2021-22, growing by 8.88%. The engineered wooden door set sales grew 3.15% to H2,550.44 lac in financial year 2021-22.

During the financial year 2021-22, your Company recorded a growth of 26.69% in exports from H52,126.33 lac to H66,038.98 lac and export incentives increased from H2,520.89 lac to H 3,749.6 lac.

As per the Consolidated Financial Statements, total income and the profit after tax for the financial year

2021-22 stood at H1,71,069.87 lac and H9,073.27 lac respectively.

Your Company intensified its efforts in the area of product specification and market penetration as a result of which your Company continued to expand its presence for laminates and allied products. The performance of the Company during the financial year 2021-22 validated the initiatives undertaken by Greenlam''s Management towards bettering.

Consolidated Financial Statements

Pursuant to Section 129(3) of the Companies Act, 2013, the Consolidated Financial Statements of the Company prepared in accordance with the Section 133 of the Companies Act, 2013 read with Rule 7 of the Companies (Accounts) Rules, 2014 and Indian Accounting Standard 110 on Consolidated Financial Statements are provided in the Annual Report.

Dividend

Your Directors recommended a final dividend of HI.20/- per equity share on the Company''s 12,06,81,870 equity shares of H1.00 each (120%) for the financial year 2021-22 (previous year final dividend of H5/- per equity share on the Company''s 2,41,36,374 equity shares of H5.00 each (100%)), in its meeting held on May 30, 2022. The final dividend on the equity shares, if declared as above, would entail a total outflow of H1448.18 lac. The dividend payment is subject to approval of members at the ensuing Annual General Meeting. The dividend payout is in accordance with the Dividend Distribution Policy of the Company. The Dividend Distribution Policy of the Company can be accessed at https:// www.greenlamindustries.com/pdf-file/dividend-distribution-policy.pdf.

Outlook and Expansion

broad-base its product portfolio towards a one-stop solution and position itself as an integrated surface and solution provider. The Company''s pan-India distribution network ensures an easy availability of products in almost every part of India. The Company enjoys a presence in over 100 countries, either directly or through its overseas subsidiaries and step-down subsidiaries.

The Company will continue to leverage its position as one of the largest manufacturers of laminates in the country to grow attractively.

During the year, Company has acquired 74.91% equity share capital of HG Industries Limited (formerly Himalaya Granites Limited) (''HGIL'') and consequently HGIL has become a subsidiary of the Company. HGIL is in the process of setting up a greenfield project for manufacturing of plywood and allied products with an installed capacity of 18.9 million square meters at Tindivanam, Tamilnadu of which commercial production is expected by 4^th quarter of FY 2022-23.

Further, Greenlam South Limited, a wholly owned subsidiary of the Company, is in the process of setting up a greenfield laminates project at Naidupeta, Andhra Pradesh, with an installed capacity of 3.5 million laminate sheets/ boards per annum which is expected to be operationalize by 4^th quarter of FY 2022-23. Greenlam South Limited is also setting up a greenfield project for manufacturing of particle board and allied products at Naidupeta, Andhra Pradesh with a manufacturing capacity of approx. 2,31,000 cubic metre of which commercial production is expected by 4^th quarter of FY 2023-24.

Further, during the year, your Company has established a branch office in Kathmandu, Nepal with a view to strengthen its presence in Nepal.

In view of the above realities, your Directors are confident of better results in the years to come.

Credit Rating Following are the credit ratings obtained during the financial year 2021-22:
Facilities	Rating Agency	Ratings	Rating Action
Long Term Bank Facilities	CARE Ratings Limited	CARE AA-; (Stable)	Revised from CARE A ; Stable
Short Term Bank Facilities	CARE Ratings Limited	CARE A1	Reaffirmed
Long Term Bank Facilities	ICRA Limited	ICRA AA-; (Stable)	Assigned
Short Term Bank Facilities	ICRA Limited	ICRA A1	Assigned
Non - convertible debentures	ICRA Limited	ICRA AA-; (Stable)	Assigned

Sl. No.	Name	Designation
1.	Mr. Saurabh Mittal	Managing Director & CEO
2.	Ms. Parul Mittal	Whole-time Director
3.	Mr. Ashok Kumar Sharma	Chief Financial Officer
4.	Mr. Prakash Kumar Biswal	Company Secretary & Vice President - Legal

Subsidiaries and its Performance

As on March 31, 2022, your Company has ten overseas subsidiaries and step-down subsidiaries viz. Greenlam Asia Pacific Pte. Ltd., Singapore, Greenlam America, Inc., USA, Greenlam Europe (UK) Limited, UK, Greenlam Asia Pacific (Thailand) Co., Ltd., Thailand, Greenlam Holding Co., Ltd., Thailand, PT. Greenlam Asia Pacific, Indonesia, Greenlam Decolan SA, Switzerland, PT Greenlam Indo Pacific, Indonesia, Greenlam Rus LLC, Russian Federation, Greenlam Poland sp. Z o.o., Republic of Poland and two Indian subsidiaries viz. Greenlam South Limited and HG Industries Limited.

Greenlam South Limited, a subsidiary in India, is in the process of setting up a greenfield laminates project at Naidupeta, Andhra Pradesh, with an installed capacity of 3.5 million laminate sheets/ boards per annum which is expected to be operationalize by 4^th quarter of FY 2022-23. Greenlam South Limited is also setting up a greenfield project for manufacturing of particle board and allied products at Naidupeta, Andhra Pradesh with a manufacturing capacity of approx. 2,31,000 cubic metre of which commercial production is expected by 4^th quarter of FY 2023-24.

During the year, the Company has acquired 74.91% equity share capital of the HG Industries Limited (formerly Himalaya Granites Limited) (''HGIL'') and consequently HGIL has become a subsidiary of the Company. HGIL is in the process of setting up a greenfield project for manufacturing of plywood and allied products with an installed capacity of 18.9 million square meters at Tindivanam, Tamilnadu of which commercial production is expected by 4^thquarter of FY 2022-23.

Greenlam Asia Pacific Pte. Ltd., Singapore subsidiary, is engaged in the business of marketing and distribution of high pressure laminates and allied products. Greenlam America, Inc., USA subsidiary, is engaged in the marketing and distribution of high-pressure laminates and allied products in North America and South America.

Further, UK step-down subsidiary Greenlam Europe (UK) Limited is engaged in the business of marketing and distribution of high-pressure laminates and allied products, engineered wooden flooring and engineered wooden door sets in United Kingdom. Two Thai step-down subsidiaries Greenlam Asia Pacific (Thailand) Co., Ltd. and Greenlam Holding Co., Ltd. are engaged in the business of marketing and distribution of high pressure laminates and allied products. in Thailand. One Indonesian step-down subsidiary PT. Greenlam Asia Pacific is engaged in the manufacturing of promotional material i.e. catalogues, sample folders, chain sets, wall hooks and A4 size samples and another Indonesian step down subsidiary PT Greenlam Indo Pacific is carrying out, inter alia, the business of marketing and distribution of high pressure laminates and allied products.

Greenlam Decolan SA, Switzerland step down subsidiary, is engaged in the business of marketing and distribution of high pressure laminates and allied products. Limited Liability Company Greenlam Rus (abbreviated name being "Greenlam Rus LLC"), step down subsidiary in Russian Federation, and Greenlam Poland Spolka z ograniczonq odpowiedzialnosciq" (abbreviated name being "Greenlam Poland Sp. z

o.o"), step down subsidiary in Republic of Poland, are carrying out, inter alia, the business of marketing of high pressure laminates and allied products.

Apart from HGIL, no other company has become or ceased to be subsidiary, joint venture or associate of the Company during the year.

As required under Rule 8(1) of the Companies (Accounts) Rules, 2014, the Director''s Report has been prepared based on Standalone Financial Statements. During the financial year 2021-22, the net contribution of all the subsidiaries to the Company''s consolidated total income, profits before tax (PBT) and profits after tax (PAT) is 7.82%, 7.99% and 5.76% respectively. The standalone turnover, PBT and PAT of each subsidiary are given in Form AOC-1.

In accordance with the fourth proviso of Section 136(1) of the Companies Act, 2013, the Annual Report of the Company, containing therein its Standalone and the Consolidated Financial Statements would be placed on the website ofthe Company at www.greenlamindustries. com. Further, as per provisions of the said Section, audited/unaudited Annual Accounts of each of the subsidiary companies would also be placed on the website of the Company at www.greenlamindustries. com. Shareholders interested in obtaining a soft copy of the Annual Accounts of the subsidiary companies may write to the Company Secretary at the Company''s Registered and Corporate office or may drop a mail at [email protected].

Based on the financial statements for the financial year ended March 31, 2021, Greenlam Asia Pacific Pte. Ltd. and Greenlam South Limited are the material subsidiaries of the Company in terms of the provisions of Regulation 16 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, for the Financial Year 2021-22. The Secretarial Audit Report of Greenlam South Limited in Form MR-3 for the financial year ended March 31, 2022, is annexed to the report as "Annexure-VII"

Transfer to General Reserve

The Board of Directors in their meeting held on May 30, 2022 proposed to transfer H500.00 lac to the General Reserve.

Directors

The Nomination and Remuneration Committee and the Board of Directors at their respective meetings held on May 27, 2021 recommended the appointment of Mr. Yogesh Kapur (DIN: 00070038) as an Independent Director of the Company to the members of the Company and Mr. Yogesh Kapur was appointed as an Independent Director, not liable to retire by rotation, for a term of 5 (five) consecutive years from the conclusion of 8^th Annual General Meeting (''AGM'') up to the conclusion of 13^th AGM or expiry of the term of 5 consecutive years, whichever is earlier. In the opinion of Board of Directors, the Independent Director of the Company appointed during the financial year 2021-22 is a person of integrity and possess relevant expertise and experience.

For the financial year 2021-22, the Company has received declarations from all the Independent Directors confirming that they meet the criteria of independence as prescribed under sub-section (6) of Section 149 of the Companies Act, 2013 read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014 and Regulation 16 and 25 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

All the Independent Directors of the Company have complied with the requirement of inclusion of their names in the databank of Independent Directors maintained by Indian Institute of Corporate Affairs. Further, all the independent Directors are exempted from the online proficiency self-assessment test as per the provisions of Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014 except Mr. Yogesh Kapur, who has passed the online proficiency self-assessment test conducted by the Indian Institute of Corporate Affairs on September 13, 2020.

In accordance with the provisions of Section 152 of the Companies Act, 2013 and the Articles of Association of the Company, Mr. Shiv Prakash Mittal [DIN: 00237242], Non-Executive Chairman of the Company, will retire by rotation at the ensuing Annual General Meeting and being eligible offers himself for re-appointment.

None of the Directors ofyour Company are disqualified under the provisions of Section 164(2)(a)&(b) of the Companies Act, 2013 and a certificate dated May 30, 2022 received from M/s. Chandrasekaran Associates, Practising Company Secretaries, certifying that none of the Directors on the Board of the Company has been debarred or disqualified from being appointed or continuing as director of the Companies by SEBI/ Ministry of Corporate Affairs or any such statutory

authority is annexed to the Corporate Governance Report.

Changes in Share Capital

During the period under review, pursuant to the approval of the Board of Directors dated December 13, 2021 and Shareholders dated January 28, 2022, the face value of the equity shares of the Company was sub-divided/split from H5/- to HI/- each. Consequently, the issued, subscribed and paid up equity share capital of the Company comprised of 2,41,36,374 equity shares of face value of H5/- each was sub-divided into 12,06,81,870 equity shares of face value of H1/- each. The record date for aforesaid sub-division/split was February 11,2022.

Debenture

During the year under review, the Company has raised H99 crore through issue and allotment of 990 Secured, Listed, Redeemable, Non-Convertible Debentures (''NCD'') having face value of H10,00,000/-each with coupon rate of 7.78% p.a. to identified investors on a private placement basis.

Key Managerial Personnel

The details of the Key Managerial Personnel of the Company are provided as under:

During the financial year 2021-22, there was no change in the Key Managerial Personnel of the Company.

Meetings of the Board

Seven (7) Board Meetings were held during the financial year ended March 31, 2022. The details of the Board Meetings with regard to their dates and attendance of each of the Directors thereat have been provided in the Corporate Governance Report.

Further, one resolution was passed by Board of Directors of the Company through circulation on March 31, 2022 in compliance with the provisions of Section 175 and other applicable provisions of the Act, 2013.

Performance Evaluation

Pursuant to the provisions of the Companies Act, 2013 and Regulation 25(3) & (4) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Independent Directors in their

meeting held on March 29, 2022 have evaluated the performance of Non-Independent Directors, Chairperson of the Company after considering the views of the Executive and Non-Executive Directors, if any, Board as a whole and assessed the quality, quantity and timeliness of flow of information between the Company''s Management and the Board. The Nomination and Remuneration Committee has also carried out evaluation of performance of every Director of the Company. On the basis of evaluation made by the Independent Directors and the Nomination and Remuneration Committee and by way of individual and collective feedback from the Non-Independent Directors, the Board has carried out the Annual Performance Evaluation of the Directors individually as well as evaluation of the working of the Board as a whole and Committees of the Board.

The criteria for evaluation is outlined below:

a. For Independent Directors:

- Knowledge and Skills

- Professional conduct

- Duties, role and functions

- Compliance with Code of Business Ethics and Code of Conduct of the Company

- Rendering independent and unbiased opinion and judgements

- Attendance and active participation in meetings of Board and Committees of the Board and Members of the Company

- Assistance in implementing corporate governance practices

- Updation of skills and knowledge

- Information regarding external environment

- Raising of concerns, if any, to the Board

- Study of agenda in depth prior to the Meeting

- Contribution towards the formulation and implementation of strategy for achieving the goals of the Company

b. For Executive & Non-Executive Directors:

- Performance as Team Leader/Member

- Evaluating Business Opportunity and analysis of Risk Reward Scenarios

- Professional Conduct and Integrity

- Sharing of Information with the Board

- Attendance and active participation in the Board and Committee of the Board and Meetings of Members of the Company

- Whether difference of opinion was voiced in the meeting

- Whether Executive Directors were able to answer the queries raised by Independent Directors

- Compliance with Code of Business Ethics and Code of Conduct of the Company

- Assistance in implementing corporate governance practices

- Independent view on key appointments and strategy formulation

- Review of integrity of financial information and risk management

- Updation of skills and knowledge

- Information regarding external environment

- Raising of concerns, if any, to the Board

- Assistance in formulation of statutory and nonstatutory policies for the Company

- Ensures implementation of decisions of the Board

- Ensures compliance with applicable legal and regulatory requirements

- Alignment of Company''s resources and budgets to the implementation of the organization''s strategic plan

- Creativity and innovations in creating new products

- Understanding of the business and products of the Company

c. For Committees of the Board:

- Adequate and appropriate written terms of reference

- Volume of business handled by the committee set at the right level?

- Whether the committees work in an ''inclusive'' manner

- Effectiveness of the Board''s Committees with respect to their role, composition and their interaction with the Board

- Are the committees used to the best advantage in terms of management development, effective decision, etc.

- Attendance and active participation of each member in the meetings

- Review of the action taken reports and follows up thereon

d. For Board of Directors as a whole:

- Setting of clear performance objectives and how well it has performed against them

- Contribution to the testing and development and strategy

- Contribution towards ensuring robust and effective risk management

- Composition of the board and its committees appropriate with the right mix of knowledge and skills sufficient to maximize performance in the light of future strategy

- Effectiveness of inside and outside Board relationship

- Responding to the problems or crises that have emerged

- Relationship between Board and its Committees and between committees themselves

- Communication with employees and others

- Updation with latest developments in regulatory environments and the market in which the Company operates

- Role and functioning of the Board on the matters pertaining to financial reporting and internal controls

- Contribution of the Board for ensuring that the Company adheres to the statutory and regulatory compliances as applicable to the Company

The Directors expressed their satisfaction with the evaluation process.

Audit Committee

As on March 31, 2022, the Audit Committee of the Company comprised of three Independent Directors with Mr. Vijay Kumar Chopra as Chairman and Mr. Sandip Das and Mr. Yogesh Kapur as members and one promoter Director Mr. Saurabh Mittal, Managing Director & CEO of the Company as a member. During the year under review, Mr. Yogesh Kapur become a member of the Audit Committee w.e.f. August 28, 2021 and Ms. Matangi Gowrishankar ceased to be a member from that date. The Committee, inter alia, reviews the Financial Statements before they are placed before the Board, the Internal Control System and reports of Internal Auditors and compliance of various Regulations. The brief terms of reference of the Committee and the details of the Committee meetings are provided in the Corporate Governance Report.

Nomination and Remuneration Committee

As on March 31, 2022, the Nomination and Remuneration Committee comprises of two Independent Directors with Mr. Sandip Das as Chairman and Ms. Matangi Gowrishankar as member and a Non-Executive Director Mr. Shiv Prakash Mittal as member. During the year under review, Ms. Matangi Gowrishankar become a member of the Nomination and Remuneration Committee w.e.f. August 28, 2021 and Mr. Vijay Kumar Chopra ceased to be a member from that date. The Committee, inter alia, identifies persons who are qualified to become directors and who may be appointed in senior management. The brief terms of reference of the Committee and the details of the Committee meetings are provided in the Corporate Governance Report.

Stakeholders'' Relationship Committee

As on March 31,2022, the Stakeholders'' Relationship Committee comprises of one Non-Executive Director Mr. Shiv Prakash Mittal as Chairman, one Independent Director Mr. Yogesh Kapur as member and one Executive Director Mr. Saurabh Mittal, Managing Director & CEO of the Company as member. During the financial year, Mr. Yogesh Kapur become a member of the Stakeholders'' Relationship Committee w.e.f. August 28, 2021 and Ms. Matangi

Gowrishankar ceased to be a member from that date. The Committee, inter alia, reviews the grievance of the security holders of the Company and redressal thereof. The brief terms of reference of the Committee and the details of the Committee meetings are provided in the Corporate Governance Report.

Risk Management Committee

As on March 31, 2022, the Risk Management Committee (''RMC'') comprises of two Executive Directors Mr. Saurabh Mittal, Managing Director & CEO of the Company as Chairman and Ms. Parul Mittal, Whole-time Director of the Company as Member, two Independent Directors Mr. Sandip Das and Ms. Matangi Gowrishankar as members, Mr. Ashok Kumar Sharma, Chief Financial Officer as member, Mr. BL Sharma, Head of Manufacturing as Member and Mr. Devendra Gupta, Vice President - Purchase as Member. The RMC, inter alia, identify and monitors the key risk elements associated with business of the Company. The brief terms of reference of the Committee and the details of the Committee meetings are provided in the Corporate Governance Report. Further, during the year under review, Mr. Vijay Kumar Bishnoi, Assistant Vice President - Internal Audit, was appointed as Chief Risk Officer of the Company to liaise between the risk owners and the Risk Management Committee.

Corporate Social Responsibility Committee

As on March 31, 2022, the Corporate Social Responsibility Committee (CSR Committee) comprises of two Independent Directors with Ms. Matangi Gowrishankar as Chairperson and Mr. Sandip Das as member and two Executive Directors Mr. Saurabh Mittal, Managing Director & CEO of the Company as member and Ms. Parul Mittal, Whole time Director of the Company as member. During the year under review, Ms. Matangi Gowrishankar become a member of the CSR Committee w.e.f. August 28, 2021 and designated as the Chairperson of the Corporate Social Responsibility Committee w.e.f. October 26, 2021 and Mr. Shiv Prakash Mittal ceased to be a member of CSR Committee w.e.f. August 28, 2021. The brief terms of reference of the CSR Committee and the details of the CSR Committee meetings are provided in the Corporate Governance Report.

Vigil Mechanism

fraud, impropriety, abuse or wrong doing within the Company. The Company ensures that no personnel have been denied access to the Chairperson of the Audit Committee.

Risk Management

The Company has put in place a risk management policy in order to, inter alia, ensure the proper risk identification, evaluation, assessment, prioritization, treatment, mitigation, and monitoring. Further, the risk management policy also provides a demarcation of the role of the Board of Directors, Audit Committee and Risk Management Committee for the purpose effective Risk Management.

The Company follows a practice of identification of various risks pertaining to different businesses and functions of the Company through Independent Agency from time to time.

Major risks elements associated with the businesses and functions of the Company have been identified and are being addressed systematically through mitigating actions on a continuing basis.

The Audit Committee and Risk Management Committee under the supervision of the Board, periodically review and monitor the steps taken by the Company to mitigate the identified risk elements.

Statement in respect of adequacy of Internal Financial Controls with reference to the Financial Statements

2. Systems and procedures exist to ensure that all transactions are recorded as necessary to permit preparation of Financial Statements in conformity with Generally Accepted Accounting Principles or any other criteria applicable to such statements, and to maintain accountability for aspects and the timely preparation of reliable financial information.

3. Access to assets is permitted only in accordance with management''s general and specific authorization. No assets of the Company are allowed to be used for personal purposes, except in accordance with terms of employment or except as specifically permitted.

4. The existing assets of the Company are verified/ checked at reasonable intervals and appropriate action is taken with respect to differences, if any.

5. Proper systems are in place for prevention and detection of frauds and errors and for ensuring adherence to the Company''s policies.

Corporate Social Responsibility

The Average Net Profits of the Company for the last three financial years is H95,74,22,928.70/- and accordingly the prescribed CSR expenditure during the financial year 2021-22 was H1,91,48,458.57/- (i.e. 2% of the Average Net Profits of the Company for the last three financial years). Total amount spent by the Company on CSR for the financial year 2021-22 is H 1,96,24,868/- against the mandatory requirement of H 1,91,48,458.57/-.

Also, during the financial year, Company has spent H45,76,329/- towards ongoing projects of Financial Year 2020-21.

Pursuant to Rule 9 of the CSR Rules, the composition of the CSR Committee, and CSR Policy and Projects approved by the Board are available on the website of the Company at www.greenlamindustries.com.

The Annual Report on CSR activities is annexed as "Annexure-II" to this Report.

Policy on Nomination and Remuneration

Particulars of contracts or arrangements with related parties

The related party transactions that were entered into during the financial year 2021-22, were on arm''s length basis and in ordinary course of business. The particulars of material related party transactions which were entered into on arm''s length basis are provided in Form AOC-2 as required under Section 134(3)(h) of the Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014

which is annexed herewith as "Annexure-III". There is no materially significant related party transactions entered into by the Company which may have potential conflict with the interest of the Company. The Board has approved a Policy on Materiality of Related Party Transactions and on Dealing with Related Party Transactions which has been uploaded on the Company''s website. The web-link to Policy on Materiality of Related Party Transactions and on Dealing with Related Party Transactions as required under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is as under: https:// www.greenlamindustries.com/pdffile/Policy%20 on%20Materiality%20of%20Related%20Party%20 Transactions%20and%20on%20Dealing%20with%20 Related%20Party%20Transactions.pdf

Directors'' Responsibility Statement

In terms of the provisions of Section 134(3)(c) read with Section 134(5) of the Companies Act, 2013, the Directors state that:

a) In preparation of the annual accounts for the financial year ended March 31, 2022, the applicable Accounting Standards have been followed along with proper explanation relating to material departures;

b) The Directors have selected such Accounting Policies as listed in the Financial Statements and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give true and fair view of the state of affairs of the Company at the end of the financial year as on March 31, 2022 and of the profits of the Company for that period;

d) The Directors have prepared the annual accounts on a going concern basis;

e) The Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively;

f) The Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

Maintenance of Cost Records

Material Changes

During the year, the Registered Office of the Company was shifted from the State of Assam to the National Capital Territory (''NCT'') of Delhi, pursuant to receipt of approval from the Regional Director dated July 08, 2021 and Certificate of Registration of Regional Director order for change of State issued by Registrar of Companies, New Delhi dated September 03, 2021. Consequently, the Corporate Identification Number of the Company changed to L21016DL2013PLC386045.

During the year, Company had acquired HG Industries Limited (formerly Himalaya Granites Limited) (''HGIL'') by way of acquisition of majority stake in the HGIL. An Open Offer was made by the Company through Letter of Offer dated October 18, 2021 in compliance with applicable provisions of the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011, as amended from time to time (''SEBI SAST Regulations'') pursuant to execution of the share purchase agreement dated August 28, 2021 by and between the Company and Mr. Saurabh Mittal, Ms. Parul Mittal, Mr. Shiv Prakash Mittal and S. M. Safeinvest Private Limited ("Sellers"). The Sellers transferred 34,70,966 equity shares representing 74.91% of the total paid-up equity share capital of HGIL to the Company for a total consideration of H13.92 Crore approx. and consequentially HGIL has become a subsidiary of the Company.

Further, there have been no material changes and commitments affecting the financial position of the Company since the close of financial year ended March 31,2022 and to the date of this report. Further, it is hereby confirmed that there has been no change in the nature of business of the Company.

Insurance

The Company''s properties, including building, plant, machineries and stocks, among others, are adequately insured against risks.

Public deposits

During the period under review, the Company did not invite or accept any deposits from the public in terms of Chapter V of the Companies Act, 2013.

Listing of Shares & Debenture

The Equity Shares of the Company are listed on BSE Limited (''BSE'') with scrip code No. 538979 and on National Stock Exchange of India Limited (''NSE'') with scrip symbol GREENLAM. Further, Non-Convertible Debentures issued by the Company during the year under review got listed with NSE. The Company confirms that the annual listing fees to both the stock exchanges for the financial year 2022-23 has been duly paid.

Loans, Guarantees and Investments under Section 186 of the Companies Act, 2013

Details of Loans granted, Guarantees given, and Investments made during the year under review,

covered under the provisions of Section 186 of the Companies Act, 2013 are given in the Financial Statements of the Company forming part of this Annual Report.

Auditors and their Report

(a) Statutory Auditors:

The Statutory Auditors''Report on the Standalone and Consolidated Financial Statements of the Company for the financial year ended March 31, 2022 forms part of this Annual report.

(b) Secretarial Auditors:

The Board of Directors of the Company at their meeting held on October 26, 2021, appointed M/s. Chandrasekaran Associates, Company Secretaries, (Firm Registration No. P1988DE002500) having office at 11-F, Pocket-IV, Mayur Vihar, Phase-I, Delhi-110091 as Secretarial Auditor of the Company for conducting the Secretarial Audit of the financial year 2021-22.

The Secretarial Audit Report in Form MR-3 for the financial year ended March 31, 2022, is annexed herewith as "Annexure-IV".

Your Company was not required to appoint the Cost Auditor for the financial year ended March 31, 2022.

(d) Internal Auditor:

Mr. Vijay Kumar Bishnoi has been appointed as the Internal Auditor of the Company to carry out internal audit of branches, offices and manufacturing units of the Company.

The Audit Committee quarterly reviews the Internal Audit reports.

Response to Auditors'' Remarks

There is no qualification, reservation, adverse remark or disclaimer by the Statutory Auditors or by the Secretarial Auditor in their Statutory Audit Report and Secretarial Audit Report, respectively and hence, no explanation or comments of the Board is required in this matter.

Update on the fine levied by the exchanges

National Stock Exchange of India Limited ("NSE") levied a fine of H5,07,400 (including 18% GST) for the period from April 01, 2020 to November 01, 2020 and BSE Limited ("BSE") levied a fine of H75,520

(including 18% GST) for the period from October 01, 2020 to November 01, 2020 for non - compliance of Regulation 21 of the SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015 for which the Company filed applications for waiver for the same and NSE vide their letter dated June 28, 2021, waived of the fine imposed by them and BSE vide their email dated October 27, 2021, withdrawn the fine imposed by them.

Annual Return

The Annual Return of the Company as on March 31, 2022 is available on the Company''s website and can be accessed at www.greenlamindustries.com.

Corporate Governance Report

A detailed Report on Corporate Governance for the financial year 2021-22, pursuant to the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and an Auditors'' Certificate on compliance with the conditions of Corporate Governance is annexed to this report.

Management Discussion and Analysis Report

The Management Discussion and Analysis Report for the financial year 2021-22, pursuant to the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is given as a separate statement in the Annual Report.

Business Responsibility and Sustainability Report

As stipulated under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Business Responsibility and Sustainability Report, in lieu of the Business Responsibility Report, describing the initiatives taken by the Company from an environmental, social, governance and sustainability perspective is attached and forms part of the Annual Report.

CEO and CFO Certification

Air Pollution Issues in National Capital Region

During the year under review, Graded Action Response Plan (GRAP) was implemented as a response to degrading level of air pollution in Delhi / National Capital Region particularly in the winter months. The Commission for Air Quality Management in

National Capital Region and Adjoining Areas (CAQM) issued directions for the purpose of protecting and improving the quality of air in the National Capital Region and adjoining areas (NCR) which led to restricted operating hours/days for units located in NCR. Further, our Behror factory operation was temporarily suspended on account of its oversight to meet certain norms of GRAP applicable in NCR and an amount of H64,500/- was paid towards Environmental Compensation. The Company was swift to represent the matter before CAQM and ensured appropriate instruction to resume operation at its Behror plant. The above events resulted in loss of production for 17 days and restricted operating hours in the month of December, 2021 and January, 2022, resulting in a notional revenue loss of approximately H75 cr. Subsequently, upon representation given by various organization / associations / federations / entities and individuals, the CAQM, inter alia, has allowed use of bio-mass fuel subject to permissible emission standard and other terms and conditions, as applicable. The Company has been adhering to the applicable directions for use of fuel and emission norms and is also making necessary investments to upgrade/install requisite air pollution control devices at its Behror plant as may be required for use of biomass fuel.

Code of Conduct for Directors and Senior Management Personnel

The Code of Conduct for Directors and Senior Management Personnel is posted on the Company''s website. The Managing Director & CEO of the Company has given a declaration that all Directors and Senior Management Personnel concerned have affirmed compliance with the code of conduct with reference to the financial year ended on March 31, 2022. The declaration is annexed to the Corporate Governance Report.

Disclosure regarding compliance of applicable Secretarial Standards

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

The information required under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014, is annexed herewith as "Annexure-V".

Particulars of Employees

The information required under Section 197(12) of the Companies Act, 2013 read with Rule 5 of

the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is annexed herewith as "Annexure-VI".

Fraud Reporting

There was no fraud reported by the Auditors of the Company under Section 143(12) of the Companies Act, 2013, to the Audit Committee or the Board of Directors during the year under review.

Constitution of Internal Complaints Committee

Disclosures under Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013

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

Details of significant and material orders passed by the regulators/courts/tribunals impacting the going concern status and the Company''s operations in future

During the period under review, there were no significant and material orders passed by any regulator/court/tribunal impacting the going concern status and the Company''s operations in future.

Acknowledgement

For and on behalf of the Board of Directors

Saurabh Mittal Parul Mittal

Managing Director & CEO Whole-time Director

[DIN: 00273917] [DIN: 00348783]

Place: New Delhi Date: May 30, 2022

Mar 31, 2018

Directors'' Report

FOR THE FINANCIAL YEAR 2017-18

Dear Shareholders,

The Directors have the pleasure in presenting the 5^th Annual Report on the business and operations of the Company along with the Audited Financial Statements of the Company for the financial year ended March 31, 2018.

Financial Highlights

(RS, in Lacs)

Particulars	Standalone		Consolidated
Particulars	2017-18	2016-17	2017-18	2016-17
Profit before Finance Cost, Depreciation & Amortisation Expenses and Tax Expenses*	13,875.93	12,556.89	15,052.93	14,084.39
Less: a) Finance Costs	1,597.69	2,544.74	1,805.22	2,854.94
b) Depreciation & Amortisation Expenses	3,312.37	3,339.70	3,595.27	3,664.29
Profit before Tax	8,965.87	6,672.45	9,652.44	7,565.16
Less: Provision for taxation	3,046.18	2,391.53	3,190.71	2,598.11
Less: Non-controlling Interest	-	-	1.11	1.18
Profit for the year	5,919.69	4,280.92	6,460.62	4,965.87
Add: Other Comprehensive Income (Net of taxes)	(104.16)	(114.97)	(225.69)	19.39
Total Comprehensive Income (Net of taxes)	5,815.53	4,165.95	6,234.93	4,985.26
Add: Balance brought forward from previous years	12,859.24	9,483.79	12,586.86	8,392.10
Amount available for appropriation	18,674.77	13,649.74	18,821.79	13,377.36
Appropriations:
Dividend paid on Equity Shares	362.05	241.36	362.05	241.36
Tax paid on distribution of dividend	73.70	49.14	73.70	49.14
Transferred to General Reserve	500.00	500.00	500.00	500.00
Balance carried to Balance Sheet	17,739.02	12,859.24	17,886.04	12,586.86

* Including Other Income

Operations and State of Affairs of the Company

During the financial year 2017-18, your Company posted a moderate growth of 6.06% (GST adjusted growth of ~8.58%) in total income to RS,1,07,395.87 lacs as against RS,101,257.80 lacs in the previous year and a robust growth of 38.28% in net profit to RS,5,919.69 lacs from RS,4,280.92 lacs in the previous year. This performance needs to be viewed against the backdrop of a challenging business environment, namely, uncertainty around GST rates, weak real estate sales and subdued consumer sentiments. The building material sector witnessed multiple disruptions in the sales due to divergence of the GST rates and the challenges in its implementations at distributors, dealers and retailers level.

Laminates and allied products constitutes around 85% of our sales and in financial year 2017-18, sales grew by 8.0% to RS,90,033 lacs (GST adjusted sales grew by ~11.1 %). The veneer and allied products contributes 15% to our total sales and sales grew by 17.3% to RS,16,044 lacs in financial year 2017-18. In the engineered wooden flooring business your Company clocked sales of RS,2,624 lacs for financial year 2017-18, growing by 44.8%. In the engineered wooden door sets business, sales grew by 33.2% to stand at RS,1,608 lacs. Your Company reduced operating losses for both the doors and floors business by 45% to RS,7.96 Crores.

During the financial year 2017-18, your Company recorded a growth of 4.52% in export turnover from RS,33,790.29 lacs to RS,35,316.88 lacs and export incentive decreased from RS,3,537.11 lacs to RS,2,001.14 lacs.

As per the Consolidated Financial Statements, total income and the profit after tax for the financial year 2017-18 stood at RS,1,15,735.78 lacs and RS,6,460.62 lacs respectively.

During the financial year 2017-18, your Company intensified its efforts in the area of product integration and market penetration. Your Company continued to expand its export markets for Laminates, Veneers, Engineered Wooden Flooring and Engineered Wooden Door sets.

The overall performance of the Company during financial year 2017-18, amid a challenging economic scenario, vindicates the effectiveness of the initiatives undertaken by the Greenlam Management so as to better exploit business opportunities.

Dividend

Your Directors recommend a final dividend of H2.50 per equity share (previous year H1.50 per equity share) on the Company''s 2,41,36,374 equity shares of H5.00 each for the financial year 2017-18. The final dividend on the equity shares, if declared as above, would entail an outflow of RS,603.41 lacs towards dividend and RS,124.03 lacs towards dividend tax, resulting in a total outflow of RS,727.44 lacs.

Outlook and Expansion

The Company''s outlook remains favourable on account of its product integration capabilities, growing brand popularity and the continuous support from its employees, shareholders, creditors, consumers, distributors, dealers and lenders. The Company''s vision is to be a one-stop solution for all decorative surface products (in its field of operation). The Company''s pan-India distribution network ensures easy availability of products in almost every part of India. The Company has a presence in over 100 countries, either directly or through its overseas subsidiaries.

The Goods and Services Tax Act ("GST") was effected on July, 2017, the biggest tax reform in Indian history, potentially bringing all indirect taxes under a uniform tax structure that will eventually create a level playing field boosting the competitiveness and build a strong case in favour of organized and tax-compliant players like us. Renewed demand in the housing sector and a growing share of the organised sector as consumers increasingly choose branded over generic products is likely to drive demand in the coming years. Implementation of GST and RERA were good moves and the upcoming E-way bill indicates that the organised laminates industry is poised for growth in the near future.

During the financial year 2017-18, the expanded capacity for Laminates at the unit of the Company situated at Nalagarh, Himachal Pradesh to manufacture an additional 2 million laminate sheets per annum has become operational w.e.f. June 05, 2017. With this addition, the total installed capacity for laminate has become 14.02 million laminate sheets per annum. The said expansion has the potential to generate revenue of RS,120.00 crores per annum on full capacity utilization.

In view of the above, your Directors are confident of achieving significantly better results in the coming year. Credit Rating

CARE Ratings Ltd. has reaffirmed the credit rating "CARE A ; Stable" in respect of long term bank facilities of RS,237.00 crores and upgraded the credit rating for short term bank facilities of RS,260.00 crores to "CARE A1 " (Revised from "CARE A1").

Subsidiaries and its Performance

Your Company has six overseas subsidiaries viz. Greenlam Asia Pacific Pte. Ltd., Singapore, Greenlam America, Inc., USA, Greenlam Asia Pacific (Thailand) Co., Ltd., Thailand, Greenlam Holding Co., Ltd., Thailand, PT. Greenlam Asia Pacific, Indonesia and Greenlam Europe (UK) Ltd., UK.

Greenlam Asia Pacific Pte. Ltd., Singapore, is engaged in the business of trading of high-pressure decorative laminates and allied products. Greenlam America, Inc., USA, is engaged in the marketing and distribution of high-pressure laminates and allied products in North America and South America.

Further, two Thai step-down subsidiaries Greenlam Asia Pacific (Thailand) Co., Ltd. and Greenlam Holding Co., Ltd. are engaged in the business of marketing and distribution of high-pressure laminates in Thailand while the Indonesian step-down subsidiary PT. Greenlam Asia Pacific is engaged in the manufacturing of promotional material i.e. catalogues, sample folders, chain sets, wall hooks and A4 size samples. Further, UK step-down subsidiary Greenlam Europe (UK) Limited is engaged in the business of marketing and distribution of high-pressure laminates and allied products, engineered wooden flooring and engineered wooden door sets in United Kingdom.

Pursuant to Section 129(3) of the Companies Act, 2013 read with Rule 5 of the Companies (Accounts) Rules, 2014, statement containing salient features of standalone financial statements of subsidiaries in Form AOC-I is attached as "Annexure-I"

As required under Rule 8(1) of the Companies (Accounts) Rules, 2014, the Board''s Report has been prepared based on Standalone Financial Statements. During the financial year 2017-18, the net contribution of all the subsidiaries to the Company''s consolidated total income, profits before tax (PBT) and profits after tax (PAT) is 7.21%, 7.11% and 8.37% respectively. The standalone turnover, PBT and PAT of each subsidiary are given in Form AOC-I.

In accordance with third proviso of Section 136(1) of the Companies Act, 2013, the Annual Report of the Company, containing therein its Standalone and the Consolidated Financial Statements would be placed on the website of the Company at www. greenlamindustries.com. Further, as per provisions of the said Section, audited Annual Accounts of each of the subsidiary companies would also be placed on the website of the Company at www.greenlamindustries. com. Shareholders interested in obtaining a copy of the Annual Accounts of the subsidiary companies may write to the Company Secretary at the Company''s corporate office or may send a mail at investor.relations@greenlam. com.

Consolidated Financial Statements

Pursuant to Section 129(3) of the Companies Act, 2013, the Consolidated Financial Statements of the Company prepared in accordance with the Section 133 of the Companies Act, 2013 read with Rule 7 of the Companies (Accounts) Rules, 2014 and Accounting Standard (AS)-21 on Consolidated Financial Statements is provided in the Annual Report.

Transfer to General Reserve

The Directors in their meeting held on May 28, 2018 proposed to transfer H500.00 lacs to the General Reserve.

Directors

Your Company has received declarations from all the Independent Directors viz. Mr. Vijay Kumar Chopra [DIN: 02103940], Ms. Urvashi Saxena [DIN: 02021303] and Ms. Sonali Bhagwati Dalal [DIN: 01105028] confirming that they meet the criteria of independence as prescribed under sub-section (6) of Section 149 of the Companies Act, 2013 and Regulation 16 of the SEBI (Listing

Obligations and Disclosure Requirements) Regulations, 2015.

In accordance with the provisions of the Companies Act, 2013 and the Articles of Association of the Company, Mr. Saurabh Mittal [DIN: 00273917], Managing Director & CEO of the Company, will retire by rotation at the ensuing Annual General Meeting and being eligible offers himself for re-appointment.

During the financial year 2017-18, there was no change in the composition of Board of Directors of the Company. None of the Directors of your Company is disqualified under the provisions of Section 164(2) (a)&(b) of the Companies Act, 2013. However, the name of Ms. Sonali Bhagwati Dalal, Independent Director of the Company was published by the Ministry of the Corporate Affairs (MCA) on its website in the list of disqualified directors under Section 164(2) of the Companies Act, 2013. Subsequently, a petition was filed by her before the Hon''ble High Court of Delhi and the Hon''ble High Court of Delhi has stayed the impugned list of Disqualified Directors to the extent it includes her name. Further, to avail the Condonation of Delay Scheme (CODS), 2018, she has filed an appeal before the National Company Law Tribunal (NCLT) for revival of the concerned defaulting company and the same is pending for disposal. In view of the pendency of the said appeal before NCLT, the Hon''ble High Court of Delhi has vide its order dated May 07, 2018 has extended the stay till disposal of the said appeal by MCA.

Changes in Share Capital

During the year under review, there was no change in the Share Capital of the Company.

Key Managerial Personnel

The details of the Key Managerial Personnel of the Company are provided as under:

Sl. No.	Name	Designation
1.	Mr. Saurabh Mittal	Managing Director & CEO
2.	Ms. Parul Mittal	Whole-time Director
3.	Mr. Ashok Kumar Sharma	Chief Financial Officer
4.	Mr. Prakash Kumar Biswal	Company Secretary & Asst. Vice President - Legal

During the financial year 2017-18, there was no change in the Key Managerial Personnel of the Company. The designation of Ms. Parul Mittal was changed w.e.f. May 25, 2017 from ''Director-Design & Marketing'' to ''Whole-time Director'' of the Company.

Meetings of the Board

Four (4) Board Meetings were held during the financial year ended March 31, 2018. The details of the Board Meetings with regard to their dates and attendance of each of the Directors thereat have been provided in the Corporate Governance Report.

Performance Evaluation

Pursuant to the provisions of the Companies Act, 2013 and Regulation 25(3) & (4) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Independent Directors in their meeting held on March 23, 2018 have evaluated the Performance of Non Independent Directors, Chairperson of the Company after considering the views of the Executive and Non-Executive Directors, Board as a whole and assessed the quality, quantity and timeliness of flow of information between the Company''s Management and the Board. The Nomination and Remuneration Committee has also carried out evaluation of performance of every Director of the Company. On the basis of evaluation made by the Independent Directors and the Nomination and Remuneration Committee and by way of individual and collective feedback from the Non-Independent Directors, the Board has carried out the Annual Performance Evaluation of the Directors individually as well as evaluation of the working of the Board as a whole and Committees of the Board.

The criteria for evaluation are outlined below:

a. For Independent Directors:

- Knowledge and Skills

- Professional conduct

- Duties, role and functions

- Compliance with Code of Business Ethics and Code of Conduct of the Company

- Rendering independent and unbiased opinion and judgements

- Attendance and active participation in meetings of Board and Committees of the Board and Members of the Company

- Assistance in implementing corporate governance practices

- Updating of skills and knowledge

- Information regarding external environment

- Raising of concerns, if any, to the Board

- Study of agenda in depth prior to Meeting

- Contribution towards the formulation and implementation of strategy for achieving the goals of the Company

b. For Executive & Non-Executive Directors:

- Performance as Team Leader/Member

- Evaluating Business Opportunity and analysis of Risk Reward Scenarios

- Professional Conduct and Integrity

- Sharing of Information with the Board

- Attendance and active participation in the Board and Committee of the Board and Meetings of Members of the Company

- Whether difference of opinion was voiced in the meeting

- Whether Executive Directors were able to answer the queries raised by Independent Directors

- Compliance with Code of Business Ethics and Code of Conduct of the Company

- Assistance in implementing corporate governance practices

- Independent view on key appointments and strategy formulation

- Review of integrity of financial information and risk management

- Updating of skills and knowledge

- Information regarding external environment

- Raising of concerns, if any, to the Board

- Assistance in formulation of statutory and non-statutory policies for the Company

- Ensures implementation of decisions of the Board

- Ensures compliance with applicable legal and regulatory requirements

- Alignment of Company''s resources and budgets to the implementation of the organization''s strategic plan

- Creativity and innovations in creating new products

- Understanding of the business and products of the Company

c. For Committees of the Board:

- Adequate and appropriate written terms of reference

- Volume of business handled by the committee set at the right level?

- Whether the committees work in an ''inclusive'' manner

- Effectiveness of the Board''s Committees with respect to their role, composition and their interaction with the Board

- Are the committees used to the best advantage in terms of management development, effective decision, etc.

- Attendance and active participation of each member in the meetings

- Review of the action taken reports and follows up thereon

d. For Board of Directors as a whole:

- Setting of clear performance objectives and how well it has performed against them

- Contribution to the testing and development and strategy

- Contribution to ensuring robust and effective risk management

- Composition of the board and its committees appropriate with the right mix of knowledge and skills sufficient to maximize performance in the light of future strategy

- Effectiveness of inside and outside Board relationship

- Responding to the problems or crises that have emerged

- Relationship between Board and its Committees and between committees themselves

- Communication with employees and others

- Updating with latest developments in regulatory environments and the market in which the Company operates

- Role and functioning of the Board on the matters pertaining to financial reporting and internal controls

- Contribution of the Board for ensuring that the Company adheres to the statutory and regulatory compliances as applicable to the Company

The Directors expressed their satisfaction with the evaluation process.

Audit Committee

As on March 31, 2018, the Audit Committee of the Company comprises of three Independent Directors with Mr. Vijay Kumar Chopra as Chairman and Ms. Urvashi Saxena and Ms. Sonali Bhagwati Dalal as members and one promoter Director Mr. Saurabh Mittal, Managing Director & CEO of the Company. The Committee, inter alia, reviews the Internal Control System and Reports of Internal Auditors and Compliance of various Regulations. The brief terms of reference of the Committee and the details of the Committee meetings are provided in the Corporate Governance Report. The Committee also reviews the Financial Statements before they are placed before the Board.

Nomination and Remuneration Committee

As on March 31, 2018, the Nomination and Remuneration Committee comprises of two Independent Directors with Mr. Vijay Kumar Chopra as Chairman and Ms. Urvashi Saxena as member and also one Non-Executive Director Mr. Shiv Prakash Mittal as member. The Committee, inter alia, identifies persons who are qualified to become directors and who may be appointed in senior management. The brief terms of reference of the Committee and the details of the Committee meetings are provided in the Corporate Governance Report.

Stakeholders'' Relationship Committee

As on March 31, 2018, the Stakeholders'' Relationship Committee comprises of one Non-Executive Director Mr. Shiv Prakash Mittal as Chairman and one Executive Director Mr. Saurabh Mittal as member. The Committee, inter alia, reviews the grievance of the security holders of the Company and redressal thereof. The brief terms of reference of the Committee and the details of the Committee meetings are provided in the Corporate Governance Report.

Vigil Mechanism

Pursuant to the provisions of Section 177(9) & (10) of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a ''Whistle Blower Policy'' to establish Vigil Mechanism for directors and employees to report genuine concerns has been framed. The policy is revised from time to time to realign it with applicable regulations or organisations suitability. The latest policy is available on the website of the Company. This policy provides a platform to disclose information, confidentially and without fear of reprisal or victimization, where there is reason to believe that there has been serious malpractice, fraud, impropriety, abuse or wrong doing within the Company. The Company ensures that no personnel have been denied access to the Audit Committee.

Risk Management

During the financial year 2015-16, your Company appointed an Independent Agency to identify the various risks pertaining to different businesses and functions of the Company and to assist the Company in framing and implementing the Risk Mitigation Programme.

Your Company has adopted a mechanism to identify, assess, monitor and mitigate various risks associated with key business operations. Major risks elements associated with the businesses and functions of the Company have been identified and are being addressed systematically through mitigating actions on a continuing basis. In the meetings of Audit Committee held during the financial year 2017-18, the Committee members have reviewed identified risk elements and have expressed their satisfaction over the risk mitigation measures adopted by the Company.

Statement in respect of adequacy of Internal Financial Controls with reference to the Financial Statements

2. Systems and procedures exist to ensure that all transactions are recorded as necessary to permit preparation of Financial Statements in conformity with Generally Accepted Accounting Principles or any other criteria applicable to such statements, and to maintain accountability for aspects and the timely preparation of reliable financial information.

4. The existing assets of the Company are verified/ checked at reasonable intervals and appropriate action is taken with respect to differences, if any.

5. Proper systems are in place for prevention and detection of frauds and errors and for ensuring adherence to the Company''s policies.

Corporate Social Responsibility

The Corporate Social Responsibility Committee (CSR Committee) has formulated and recommended to the Board, a Corporate Social Responsibility Policy (CSR Policy) indicating the activities to be undertaken by the Company, which has been approved by the Board. The CSR Policy may be accessed on the Company''s website at the link https://www.greenlamindustries.com/pdf-file/CorporateSocialResponsibilityPolicy.pdf

The composition of the CSR Committee is provided in the Annual Report on CSR activities. The Average Net Profits of the Company for the last three financial years is H56,64,32,894.81 and accordingly the prescribed CSR expenditure during the year under review shall not be less than H1,13,28,657.90 (i.e. 2% of the Average Net Profits of the Company for the last three financial years). The Annual Report on CSR activities is annexed as "Annexure II" to this Report.

Policy on Nomination and Remuneration

The summary of Remuneration Policy of the Company prepared in accordance with the provisions of Section 178 of the Companies Act, 2013 read with Part D of Schedule II of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 are provided in the Corporate Governance Report. The Remuneration Policy is approved by the Board of Directors and is uploaded on the website of the Company. The web link to the Remuneration Policy is as under: https://www. greenlamindustries.com/pdf-file/Remuneration-Policy. pdf

Particulars of contracts or arrangements with related parties

Related party transactions that were entered into during the financial year 2017-18, were on arm''s length basis and were in ordinary course of business. The particulars of material related party transactions which were entered into on arm''s length basis are provided in Form AOC-2 as required under Section 134(3)(h) of the Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014 which is annexed herewith as "Annexure-III". There are no materially significant related party transactions made by the Company which may have potential conflict with the interest of the Company. The Board has approved a policy for material related party transactions which has been uploaded on the Company''s website. The web-link to the Policy on Related Party Transactions as required under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is as under: https://www.greenlamindustries.com/pdf-file/Related_ Party_Transaction_Policy.pdf

Directors'' Responsibility Statement

In terms of the provisions of Section 134(3)(c) read with Section 134(5) of the Companies Act, 2013, the Directors state that:

a) In preparation of the annual accounts for the financial year ended March 31, 2018, the applicable Accounting Standards have been followed along with proper explanation relating to material departures;

b) The Directors have selected such Accounting Policies as listed in Note 1 to the Financial Statements and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give true and fair view of the state of affairs of the Company at the end of the financial year as on March 31, 2018 and of the profits of the Company for that period;

d) The Directors have prepared the annual accounts on a going concern basis;

e) The Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively;

f) The Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

Material Changes

There have been no material changes and commitments affecting the financial position of the Company since the close of financial year i.e. since March 31, 2018 and the date of this report. Further, it is hereby confirmed that there has been no change in the nature of business of the Company.

Insurance

Our Company''s properties, including building, plant, machineries and stocks, among others, are adequately insured against risks.

Public deposits

During the period under review, the Company did not invite or accept any deposits from the public in terms of Chapter V of the Companies Act, 2013.

Listing of shares

The Equity Shares of the Company are listed on the BSE Limited (BSE) with scrip code No. 538979 and on National Stock Exchange of India Limited (NSE) with scrip symbol GREENLAM. The Company confirms that the annual listing fees to both the stock exchanges for the financial year 2018-19 have been duly paid.

Loans, Guarantees or Investments under Section 186 of the Companies Act, 2013

Details of Loans granted, Guarantees given and Investments made during the year under review, covered under the provisions of Section 186 of the Companies Act, 2013 are given in the Financial Statements of the Company forms part of this Annual Report.

Auditors and their Report (a) Statutory Auditors:

(b) Secretarial Auditors:

The Board of Directors of the Company at their meeting held on February 06, 2018 appointed Ms. Suhita Mukhopadhyay, Practicing Company Secretary of M/s. L. G. Corp Law having office at D-12 LGF, Lajpat Nagar, New Delhi-110024 for conducting the Secretarial Audit of the Company for the financial year 2017-18. The Secretarial

Audit Report in Form MR-3 for the financial year ended March 31, 2018, is annexed herewith as "Annexure-IV".

(c) Cost Auditors:

Your Company was not required to appoint Cost Auditor for the financial year ended March 31, 2018.

(d) Internal Auditor:

Mr. Rakesh Kumar Budhiraja, President-Internal Audit of the Company, has been appointed as Internal Auditor of the Company to carry out internal audit of Branches, offices and manufacturing Units of the Company. The Audit Committee quarterly reviews the Internal Audit report.

Response to Auditors'' Remarks

Extract of Annual Return

The extract of Annual Return required under Section 134(3)(a) of the Companies Act, 2013 read with Rule 12(1) of the Companies (Management and Administration) Rules, 2014, is provided in Form MGT-9 as "Annexure-V" to this report.

Corporate Governance Report

A detailed Report on Corporate Governance for the financial year 2017-18 pursuant to the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 along with an Auditors'' Certificate on compliance with the conditions of Corporate Governance is annexed to this report.

Management Discussion and Analysis Report

The Management Discussion and Analysis Report for the financial year 2017-18, pursuant to the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is given as a separate statement in the Annual Report.

CEO and CFO Certification

Pursuant to Regulation 17(8) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations,

2015, the CEO and CFO certification as specified in Part B of Schedule II thereof is attached with the Annual Report. The Managing Director & CEO and the Chief Financial Officer also provide quarterly certification on

Financial Results while placing the Financial Results before the Board in terms of Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Code of Conduct for Directors and Senior Management Personnel

The Code of Conduct for Directors and Senior Management Personnel is posted on the Company''s website. The Managing Director & CEO of the Company has given a declaration that all Directors and Senior Management Personnel concerned affirmed compliance with the code of conduct with reference to the financial year ended on March 31, 2018. Declaration is attached with the Annual Report.

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

The information required under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014, is annexed herewith as "Annexure-VI".

Particulars of employees

The information required under Section 197(12) of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is annexed herewith as "Annexure-VII".

Fraud Reporting

There was no fraud reported by the Auditors of the Company under Section 143(12) of the Companies Act, 2013, to the Audit Committee or the Board of Directors during the year under review.

Disclosures under Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013

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

Details of significant and material orders passed by the regulators/courts/tribunals impacting the going concern status and the Company''s operations in future

During the period under review, there were no significant and material orders passed by any regulator/ court/tribunal impacting the going concern status and the Company''s operations in future.

Acknowledgement

For and on behalf of the Board of Directors

Shiv Prakash Mittal

Place: New Delhi Non-Executive Chairman

Date: May 28, 2018 [DIN: 00237242]

Mar 31, 2017

FOR THE FINANCIAL YEAR 2016-17

Dear Shareholders,

The Directors have the pleasure in presenting the 4^th Annual Report on the business and operations of the Company along with the Audited Financial Statements of the Company for the financial year ended March 31, 2017.

Financial Highlights (RS, i_n L_acs)

Particulars	Standalone		Consolidated
Particulars	2016-17	2015-16	2016-17	2015-16
Profit before Finance Cost, Depreciation & Amortization Expenses and Tax Expenses	12,619.52	12,426.95	14,147.01	12,961.21
Less: a) Finance Costs	2,530.05	2,776.69	2,840.25	3,224.81
b) Depreciation & Amortization Expenses	3,360.78	3,151.25	3,685.37	3,497.02
Profit before Tax	6,728.69	6,499.01	7,621.39	6,239.38
Less: Provision for taxation	2,433.77	2,465.23	2,640.35	2,468.56
Less: Minority Interest	-	-	1.18	0.56
Profit for the year	4,294.92	4,033.78	4,979.86	3,770.26
Add: Balance brought forward from previous years	9,408.82	6,065.54	7,784.19	5,654.01
Less: Foreign Currency Translation adjustment	-	-	(15.59)	949.58
Amount available for appropriation	13,703.74	10,099.32	12,779.64	8,474.69
Appropriations:
Proposed dividend on Equity Shares	362.05	241.36	362.05	241.36
Tax on distribution of dividend	73.70	49.14	73.70	49.14
Transferred to General Reserve	500.00	400.00	500.00	400.00
Balance carried to Balance Sheet	12,767.99	9,408.82	11,843.89	7,784.19

Operations and State of Affairs of the Company

During the financial year 2016-17, your Company posted a moderate performance with growth of 3.75% in total revenue to RS,97,329.17 lacs as against RS,93,812.22 lacs in the previous year and a growth of 6.47% in profit to RS,4,294.92 lacs from RS,4,033.78 lacs in the previous year. This performance need to be viewed against the backdrop of the challenging business environment in which this was achieved, namely, weak real estate sales and subdued consumer sentiments and demonetization of specified bank notes.

It would be imperative to apprise our performance against the contextual landscape. During the first half of the financial year 2016-17, we reported y-o-y growth in revenue and net profits of 7.5% and 15.1% respectively, which is a fair index of how prudently the Company utilized its resources. This provided us with an optimistic picture of how we would scale our business in the second half of the year. In the second half of the year, post the announcement of the demonetization, the sector witnessed a temporary setback that led by liquidity squeeze which impacted the demand and the buying of the channel partners. We embraced the challenging times with increasing prudence in marketing spends, managing production programs and a strict watch on the inventory and the debtors'' management. The Company closed the year under review with a positive note with the last quarter of the year showing significant improvement over the demonetization quarter which mirrors our efforts.

During the financial year 2016-17, your Company recorded a growth of 3.57% in export turnover from RS,32,624.17 lacs to RS,33,790.29 lacs and export incentive increased from RS,3,454.81 lacs to RS,3,537.11 lacs.

As per the consolidated financial statements, total revenue and the profit after tax for the financial year 2016-17 stood at RS,1,07,956.27 lacs and RS,4,979.86 lacs respectively.

During the financial year 2016-17, your Company intensified its efforts in the area of product integration and market penetration. Your Company continued to expand its export markets for Laminates, Veneers, Engineered Wood flooring and Engineered Door Sets.

The overall performance of the Company during financial year 2016-17, amid a challenging economic scenario, vindicates the effectiveness of the initiatives undertaken by the Greenlam Management so as to better exploit business opportunities.

Dividend

Your Directors recommend a final dividend of RS,1.50 per equity share (previous year RS,1.00 per equity share) on the Company''s 2,41,36,374 equity shares of RS,5.00 each for 2016-17. The final dividend on the equity shares, if declared as above, would entail an outflow of RS,362.05 lacs towards dividend and RS,73.70 lacs towards dividend tax, resulting in a total outflow of RS,435.75 lacs.

Outlook and Expansion

The Company''s outlook remains favorable on account of its product integration capabilities, growing brand popularity and the continuous support from its employees, shareholders, creditors, consumers, distributors, dealers and lenders. The Company''s vision is to be a one-stop solution for all decorative surface products (in its field of operation). The Company''s pan-India distribution network ensures easy availability of products in almost every part of India. The Company has a presence in over 100 countries, either directly or through its overseas subsidiaries.

The Goods and Services Tax Act ("GST") appears to be primed for launch from July, 2017, the biggest tax reform in Indian history, potentially bringing all indirect taxes under a uniform tax structure that will create a level playing field boosting the competitiveness and build a strong case in favour of organized and tax-compliant players like us. This, coupled with the government''s decision to demonetize high value currency notes are seen as bold reforms expected to reset the economy towards a higher growth trajectory with several structural long-term benefits.

During the financial year 2016-17, the Company has decided to further expand the capacity for manufacturing Laminates at the unit of the Company situated at Nalagarh, Himachal Pradesh to manufacture an additional 2 million laminate sheets per annum. With this addition to the existing manufacturing capacity, the total installed capacity for laminate will become 14.02 million laminate sheets per annum. The revised estimated capital cost for this brown field expansion would be approximately RS,28.00 crores. With respect to the said expansion, the delivery of key plant and equipment, required for augmenting laminate manufacturing capacity, have completed and civil works for its foundation are in completion stage. The delivery of ancillary machinery and other required support equipment are under progress. The key plant and equipment are being erected and in the final stage of completion. The progress is as per the schedule.

Further your Company has established a branch office in Dubai, UAE under the name ''Greenlam Industries Limited (DMCC Branch)'' with a view to strengthen its presence in the Large Middle East markets.

In view of the above, your Directors are confident of achieving significantly better results in the coming year.

Credit Rating

Credit Analysis and Research Limited (CARE) has upgraded the credit rating for the long term bank facilities of RS,246.20 crores to "CARE A ; stable" (Revised from "CARE A") and reaffirmed the credit rating "CARE A1" in respect of its short term bank facilities of RS,260.00 crores.

Subsidiaries and its Performance

Further, two Thai step-down subsidiaries Greenlam Asia Pacific (Thailand) Co., Ltd. and Greenlam Holding Co., Ltd. are engaged in the business of marketing and distribution of high-pressure laminates in Thailand while the Indonesian step-down subsidiary PT. Greenlam Asia Pacific is engaged in the manufacture of promotional material i.e. catalogues, sample folders, chain sets, wall hooks and A4 size samples. Further, UK step-down subsidiary Greenlam Europe (UK) Limited is engaged in the business of marketing and distribution of high-pressure laminates and allied products in United Kingdom.

On April 05, 2016, the Company received the approval from Registrar of Companies on its application dated February 26, 2016 for striking off the name of its wholly owned Indian Subsidiary "Greenlam VT Industries Private Limited" from the Register of Registrar of Companies, pursuant to the provisions of Section 560 of the Companies Act, 1956. The said subsidiary has been struck off and dissolved effective from that date.

Pursuant to Section 129(3) of the Companies Act, 2013 read with Rule 5 of the Companies (Accounts) Rules, 2014, Statement containing salient features of standalone financial statements of subsidiaries in Form AOC-I is attached as "Annexure-I".

As required under Rule 8(1) of the Companies (Accounts) Rules, 2014, the Board''s Report has been prepared based on Standalone Financial Statements. During the financial year 2016-17, the net contribution of all the subsidiaries to the Company''s consolidated turnover, profit before tax (PBT) and profit after tax (PAT) is 9.84%, 11.72% and 13.75%, respectively. The standalone turnover, PBT and PAT of each subsidiary are given in Form AOC-I.

In accordance with third proviso of Section 136(1) of the Companies Act, 2013, the Annual Report of the Company, containing therein its Standalone and the Consolidated Financial Statements would be placed on the website of the Company at www. greenlamindustries.com. Further, as per fourth proviso of the said Section, audited Annual Accounts of each of the subsidiary companies would also be placed on the website of the Company at www.greenlamindustries. com. Shareholders interested in obtaining a copy of the Annual Accounts of the subsidiary companies may write to the Company Secretary at the Company''s corporate office or may drop a mail at investor. Relations@ greenlam.com.

Consolidated Financial Statements

Pursuant to Section 129(3) of the Companies Act, 2013, the Consolidated Financial Statements of the Company prepared in accordance with the Section 133 of the Companies Act, 2013 read with Rule 7 of the Companies (Accounts) Rules, 2014 and Accounting Standard (AS)-21 on Consolidated Financial Statements is provided in the Annual Report.

Transfer to General Reserve

The Directors in their meeting held on May 25, 2017 proposed to transfer H500.00 lacs to the General Reserve.

Directors

In accordance with the provisions of the Companies Act, 2013 and the Articles of Association of the Company, Ms. Parul Mittal [DIN: 00348783], Director-Design & Marketing of the Company, will retire by rotation at the ensuing Annual General Meeting and being eligible offers herself for re-appointment.

During the financial year 2016-17, there was no change in the composition of Board of Directors of the Company. None of the Directors of your Company is disqualified under the provisions of Section 164(2)(a) & (b) of the Companies Act, 2013.

Changes in Share Capital

During the year under review, there was no change in the Share Capital of the Company.

Key Managerial Personnel

The details of the Key Managerial Personnel of the Company are provided as under:

Sl.
No.	Name	Designation
1.	Mr. Saurabh	Managing Director
	Mittal	& CEO
2.	Ms. Parul Mittal	Director-Design &
		Marketing

3.	Mr. Ashok	Chief Financial Officer
	Kumar Sharma
4.	Mr. Prakash	Company Secretary & Asst.
	Kumar Biswal	Vice President - Legal

During the financial year 2016-17, there was no change in the Key Managerial Personnel of the Company.

Meetings of the Board

Four (4) Board Meetings were held during the financial year ended March 31, 2017. The details of the Board Meetings with regard to their dates and attendance of each of the Directors thereat have been provided in the Corporate Governance Report.

Performance Evaluation

Pursuant to the provisions of the Companies Act, 2013 and Regulation 25(3) & (4) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Independent Directors in their meeting held on February 07, 2017 have evaluated the Performance of Non-Independent Directors, Chairperson of the Company after considering the views of the Executive and Non-Executive Directors, Board as a whole and assessed the quality, quantity and timeliness of flow of information between the Company''s Management and the Board. The Nomination and Remuneration Committee has also carried out evaluation of performance of every Director of the Company. On the basis of evaluation made by the Independent Directors and the Nomination and Remuneration Committee and by way of individual and collective feedback from the Non-Independent Directors, the Board has carried out the Annual Performance Evaluation of the Directors individually as well as evaluation of the working of the Board as a whole and Committees of the Board.

The criteria for evaluation are outlined below:

a. For Independent Directors:

- Knowledge and Skills

- Professional conduct

- Duties, role and functions

- Compliance with Code of Business Ethics and Code of Conduct of the Company

- Rendering independent and unbiased opinion and judgments

- Attendance and active participation in meetings of Board and Committees of the Board and Members of the Company

- Assistance in implementing corporate governance practices

- Updating of skills and knowledge

- Information regarding external environment

- Raising of concerns, if any, to the Board

- Study of agenda in depth prior to Meeting

- Contribution towards the formulation and implementation of strategy for achieving the goals of the Company

b. For Executive & Non-Executive Directors:

- Performance as Team Leader/Member

- Evaluating Business Opportunity and analysis of Risk Reward Scenarios

- Professional Conduct and Integrity

- Sharing of Information with the Board

- Attendance and active participation in the Board and Committee of the Board and Meetings of Members of the Company

- Whether difference of opinion was voiced in the meeting

- Whether Executive Directors were able to answer the queries raised by Independent Directors

- Compliance with Code of Business Ethics and Code of Conduct of the Company

- Assistance in implementing corporate governance practices

- Independent view on key appointments and strategy formulation

- Review of integrity of financial information and risk management

- Updating of skills and knowledge

- Information regarding external environment

- Raising of concerns, if any, to the Board

- Assistance in formulation of statutory and non-statutory policies for the Company

- Ensures implementation of decisions of the Board

- Ensures compliance with applicable legal and regulatory requirements

- Alignment of Company''s resources and budgets to the implementation of the organization''s strategic plan

- Creativity and innovations in creating new products

- Understanding of the business and products of the Company

c. For Committees of the Board:

- Adequate and appropriate written terms of reference

- Volume of business handled by the committee set at the right level?

- Whether the committees work in an ''inclusive'' manner

- Effectiveness of the Board''s Committees with respect to their role, composition and their interaction with the Board

- Are the committees used to the best advantage in terms of management development, effective decision, etc.

- Attendance and active participation of each member in the meetings

- Review of the action taken reports and follows up thereon

d. For Board of Directors as a whole:

- Setting of clear performance objectives and how well it has performed against them

- Contribution to the testing and development and strategy

- Contribution to ensuring robust and effective risk management

- Composition of the board and its committees appropriate with the right mix of knowledge and skills sufficient to maximize performance in the light of future strategy

- Effectiveness of inside and outside Board relationship

- Responding to the problems or crises that have emerged

- Relationship between Board and its Committees and between committees themselves

- Communication with employees and others

- Updating with latest developments in regulatory environments and the market in which the Company operates

- Role and functioning of the Board on the matters pertaining to financial reporting and internal controls

- Contribution of the Board for ensuring that the Company adheres to the statutory and regulatory compliances as applicable to the Company

The Directors expressed their satisfaction with the evaluation process.

Audit Committee

As on March 31, 2017, the Audit Committee of the Company comprises of three Independent Directors with Mr. Vijay Kumar Chopra as Chairman and Ms. Urvashi Saxena and Ms. Sonali Bhagwati Dalal as members and one promoter Director Mr. Saurabh Mittal, Managing Director & CEO of the Company. The Committee, inter alia, reviews the Internal Control System and Reports of Internal Auditors and Compliance of various Regulations. The brief terms of reference of the Committee and the details of the Committee meetings are provided in the Corporate Governance Report. The Committee also reviews the Financial Statements before they are placed before the Board.

Nomination and Remuneration Committee

As on March 31, 2017, the Nomination and Remuneration Committee comprises of two Independent Directors with Mr. Vijay Kumar Chopra as Chairman and Ms. Urvashi Saxena as member and also one Non-Executive Director Mr. Shiv Prakash Mittal as member. The Committee, inter alia, identifies persons who are qualified to become directors and who may be appointed in senior management. The brief terms of reference of the Committee and the details of the Committee meetings are provided in the Corporate Governance Report.

Stakeholders'' Relationship Committee

As on March 31, 2017, the Stakeholders'' Relationship Committee comprises of one Non-Executive Director Mr. Shiv Prakash Mittal as Chairman and one Executive Director Mr. Saurabh Mittal as member. The Committee, inter alia, reviews the grievance of the security holders of the Company and redressal thereof. The brief terms of reference of the Committee and the details of the Committee meetings are provided in the Corporate Governance Report.

Vigil Mechanism

Pursuant to the provisions of Section 177(9) & (10) of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a ''Whistle Blower Policy'' to establish Vigil Mechanism for directors and employees to report genuine concerns has been framed. The policy is revised from time to time to realign it with applicable regulations or organizations suitability. The latest policy is available on the website of the Company. This policy provides a platform to disclose information, confidentially and without fear of reprisal or victimization, where there is reason to believe that there has been serious malpractice, fraud, impropriety, abuse or wrong doing within the Company. The Company ensures that no personnel have been denied access to the Audit Committee.

Risk Management

During the financial year 2015-16, your Company appointed an Independent Agency to identify the various risks pertaining different businesses and functions of the Company and to assist the Company in framing and implementing the Risk Mitigation Programme.

Your Company has adopted a mechanism to identify, assess, monitor and mitigate various risks to key business objectives. Major risks elements associated with the businesses and functions of the Company have been identified and are being addressed systematically through mitigating actions on a continuing basis. In the meetings of Audit Committee held during the financial year 2016-17, the Committee members have reviewed the various risk elements and have expressed their satisfaction over the risk mitigation measures of the Company.

Statement in respect of adequacy of Internal Financial Controls with reference to the Financial Statements

2. Systems and procedures exist to ensure that all transactions are recorded as necessary to permit preparation of Financial Statements in conformity with Generally Accepted Accounting Principles or any other criteria applicable to such statements, and to maintain accountability for aspects and the timely preparation of reliable financial information.

4. The existing assets of the Company are verified/ checked at reasonable intervals and appropriate action is taken with respect to differences, if any.

5. Proper systems are in place for prevention and detection of frauds and errors and for ensuring adherence to the Company''s policies.

Corporate Social Responsibility

The Corporate Social Responsibility Committee (CSR Committee) has formulated and recommended to the Board, a Corporate Social Responsibility Policy (CSR Policy) indicating the activities to be undertaken by the Company, which has been approved by the Board. The CSR Policy may be accessed on the Company''s website at the link http://www.greenlamindustries.com/pdf-file/ CorporateSocialResponsibilityPolicy.pdf.

The composition of the CSR Committee is provided in the Annual Report on CSR Activities. The Average Net Profit of the Company for the last three financial years is H33,73,60,569.67 and accordingly the prescribed CSR expenditure during the year under review shall not be less than H67,47,211.39 (i.e. 2% of the Average Net Profits of the Company for the last three financial years). The Annual Report on CSR activities is annexed as "Annexure II" to this Report.

Policy on Nomination and Remuneration

Particulars of contracts or arrangements with related parties

Related party transactions that were entered into during the financial year 2016-17, were on arm''s length basis and were in ordinary course of business. The particulars of material related party transactions which were entered into on arm''s length basis are provided in Form AOC-2 as required under Section 134(3)(h) of the Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014 which is annexed herewith as "Annexure-III". There are no materially significant related party transactions made by the Company which may have potential conflict with the interest of the Company. The Board has approved a policy for material related party transactions which has been uploaded on the Company''s website. The web-link to the Policy on Related Party Transactions as required under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is as under: https://www. greenlamindustries.com/pdf-file/Related Party_ Transaction_Policy.pdf

Directors'' Responsibility Statement

In terms of the provisions of Section 134(3)(c) read with Section 134(5) of the Companies Act, 2013, the Directors state that:

a) In preparation of the annual accounts for the financial year ended March 31, 2017, the applicable Accounting Standards have been followed along with proper explanation relating to material departures;

b) The Directors have selected such Accounting Policies as listed in Note 1 to the Financial Statements and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give true and fair view of the state of affairs of the Company at the end of the financial year as on March 31, 2017 and of the profit of the Company for that period;

d) The Directors have prepared the annual accounts on a going concern basis;

e) The Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively;

f) The Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

Material Changes

There have been no material changes and commitments affecting the financial position of the Company since the close of financial year i.e. since March 31, 2017 and the date of this report. Further, it is hereby confirmed that there has been no change in the nature of business of the Company.

Insurance

Our Company''s properties, including building, plant, machineries and stocks, among others, are adequately insured against risks.

Public deposits

During the period under review, the Company did not invite or accept any deposits from the public in terms of Chapter V of the Companies Act, 2013.

Listing of shares

Loans, Guarantees or Investments under Section 186 of the Companies Act, 2013

Auditors and their Report

(a) Statutory Auditors:

In compliance with the Companies (Audit and Auditors) Rules, 2014, M/s. D. Dhandaria & Company, Chartered Accountants, has been appointed as Statutory Auditors of the Company till the conclusion of 6^th Annual General Meeting (AGM), as approved by the members at their 1^st Annual General Meeting held on October 30, 2014. Further, pursuant to the requirement of Section 139 of the Companies Act, 2013, the appointment of Statutory Auditors is to be ratified by the members at every Annual General Meeting. Based on their declaration and eligibility letter received by the Company under Section 139 and 141 of the Companies Act, 2013, they are eligible for the appointment. Members are requested to ratify their appointment for the financial year 2017-18. The Statutory Auditors'' Report on the Standalone and Consolidated Financial Statements of the Company for the financial year ended March 31, 2017 form part of this Annual report.

(b) Secretarial Auditors:

The Board of Directors of the Company at their meeting held on October 18, 2016 appointed Mr. Manoj Kumar Verma, Practicing Company Secretary of M/s. L. G. Corp Law having office at D-12 LGF, Lajpat Nagar, New Delhi-110024 for conducting the Secretarial Audit of The Company for the financial year 2016-17. The Secretarial Audit Report in Form MR-3 for the financial year ended March 31, 2017, is annexed herewith as "Annexure-IV".

Your Company was not required to appoint Cost Auditor for the financial year ended March 31, 2017.

(d) Internal Auditor:

Mr. Rakesh Kumar Budhiraja, President-Internal Audit of the Company, had been appointed as Internal Auditor of the Company to carry out internal audit of Branches, offices and manufacturing Units of the Company. The Audit Committee quarterly reviews the Internal Audit report.

Response to Auditors'' Remarks

Extract of Annual Return

Corporate Governance Report

A detailed Report on Corporate Governance pursuant to the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 along with an Auditors'' Certificate on compliance with the conditions of Corporate Governance is annexed to this report.

Management Discussion and Analysis Report

The Management Discussion and Analysis Report for the financial year 2016-17, pursuant to the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is given as a separate statement in the Annual Report.

CEO and CFO Certification

Pursuant to Regulation 17(8) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the CEO and CFO certification as specified in Part B of Schedule II thereof is attached with the Annual Report. The Managing Director & CEO and the Chief Financial Officer also provide quarterly certification on Financial Results while placing the Financial Results before the Board in terms of Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Code of Conduct for Directors and Senior Management Personnel

The Code of Conduct for Directors and Senior Management Personnel is posted on the Company''s website. The Managing Director & CEO of the Company has given a declaration that all Directors and Senior Management Personnel concerned affirmed compliance with the code of conduct with reference to the financial year ended on March 31, 2017. Declaration is attached with the Annual Report.

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

The information required under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014, is annexed herewith as "Annexure-VI".

Particulars of employees

Fraud Reporting

There was no fraud reported by the Auditors of the Company under Section 143(12) of the Companies Act, 2013, to the Audit Committee or the Board of Directors during the year under review.

Disclosures under Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013

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

Details of significant and material orders passed by the regulators/courts/tribunals impacting the going concern status and the Company''s operations in future

During the period under review, there were no significant and material orders passed by any regulator/ court/tribunal impacting the going concern status and the Company''s operations in future.

Acknowledgement

For and on behalf of the Board of Directors

Shiv Prakash Mittal

Place: New Delhi Non-Executive Chairman

Date: May 25, 2017 [DIN: 00237242]

Mar 31, 2016

ear shareholders,

Your Directors have the pleasure in presenting the 3rd Annual Report on the business and operations of the Company along with the
Audited Financial Statements of the Company for the Financial Year ended March 31, 2016.

Financial Highlights

(Rs,in Lacs)

Particulars Standalone Consolidated

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

Profit before
Finance Cost,
Depreciation & 12,426.95 9,256.15 12,961.21 9,206.55
Amortization
Expenses and
Tax Expenses

Less: a)
Finance Costs 2,776.69 2,684.04 3,224.81 3,018.77

b) Depreciation
& Amortization
Expenses 3,151.25 3,018.62 3,497.02 3,338.01

Profit before Tax 6,499.01 3,553.49 6,239.38 2,849.77

Less: Provision
for taxation 2,465.23 891.98 2,468.56 915.28

Less: Minority
Interest - - 0.56 1.27

Profit for
the year 4,033.78 2,661.51 3,770.26 1,933.22

Add: Balance
brought forward
from previous
years 6,065.54 (0.80) 5,654.01 (0.80)

Add: Amount
adjusted pursuant
to the Scheme of - 3,718.59 - 4,035.35
Arrangement

Less: Adjustment
of depreciation on
reassessment - 68.51 - 68.51
of useful lives
of the tangible
assets

Less: Foreign
Currency
Translation
adjustment - - 949.58 -

Amount available
for appropriation 10,099.32 6,310.79 8,474.69 5,899.26

Appropriations:

Proposed dividend
on Equity Shares 241.36 120.68 241.36 120.68

Tax on distribution
of dividend 49.14 24.57 49.14 24.57

Transferred to
General Reserve 400.00 100.00 400.00 100.00

Balance carried to
Balance Sheet 9,408.82 6,065.54 7,784.19 5,654.01

Operations and State of Affairs of the Company

During the year 2015-16, your Company posted an excellent performance with moderate growth of 10.89% in total revenue to
H93,812.22 lacs as against H84,602.10 lacs in the previous year and a stellar growth of 51.56% in profit to H4,033.78 lacs from
H2,661.51 lacs in the previous year. This performance is particularly noteworthy when viewed against the backdrop of the
challenging business environment in which this was achieved, namely, weak real estate sales and subdued consumer sentiments.

During the year 2015-16, your Company recorded a growth of 5.23% in export turnover from H31,002.12 lacs to H32,624.18 lacs and
export incentive decreased from H3,974.67 lacs to H3,454.81 lacs.

As per the consolidated financial statements, total revenue and the profit after tax for the year 2015-16 stood at H1,03,257.25
lacs and H3,770.26 lacs, respectively.

The overall performance of the Company during 2015-16, amid a challenging economic scenario, vindicates the effectiveness of the
initiatives undertaken by the Greenlam Management so as to better exploit business opportunities.

During the year 2015-16, your Company intensified its efforts in the area of product integration and market penetration. Your
Company continued to expand its export markets for Laminates, Veneers and Engineered Wood flooring.

Dividend

Your Directors recommend a final dividend of H1.00 per equity share (previous year H0.50 per equity share) on the Company''s
2,41,36,374 Equity Shares of H5.00 each for 2015-16. The final dividend on the Equity Shares, if declared as above, would entail
an outflow of H241.36 lacs towards dividend and H49.14 lacs towards dividend tax, resulting in a total outflow of H290.50 lacs.

Outlook and Expansion

The Company''s outlook remains favorable on account of its product integration capabilities, growing brand popularity and the
continuous support from its employees, shareholders, creditors, consumers, distributors, dealers and lenders. The Company''s
vision is to be a one-stop solution for all decorative surface products (in its field of operation). The Company''s pan-India
distribution network ensures easy availability of products in almost every part of India. The Company has a presence in over 100
countries, either directly or through its overseas subsidiaries.

During the year 2015-16, your Company has commenced the commercial production of Engineered Door Sets and Door Leafs at Company''s
manufacturing unit in Behror, Rajasthan. With an installed capacity to manufacture 1,20,000 engineered door sets and door leafs
per annum across various sizes, thicknesses, designs and specifications, the Company has become the first organized company to
launch engineered, factory finished, door solutions in the country.

Further, during the period under review, the expanded capacity for manufacturing Laminates at the unit of the Company at
Nalagarh, Himachal Pradesh, has become operational. With capacity to manufacture additional 2.00 million laminate sheets per
annum the installed capacity for laminate has become 12.02 million laminate sheets per annum. The said expansion has the
potential to generate revenue of H120.00 crore per annum on full capacity utilization.

Your Directors are confident of achieving significantly better results in the coming year.

Credit Rating

Your Company has been reaffirmed "CARE A" and "CARE A1" in respect of its Long Term Facilities of H230.50 crores and Short Term
Banking Facilities of H255.00 crores respectively by Credit Analysis and Research Ltd. (CARE). Your Company has also been
assigned "CARE A / CARE A1" for Long term / Short Term Banking Facilities by CARE of H30.00 crores.

Subsidiaries

Your Company has six overseas subsidiaries viz. Greenlam Asia Pacific Pte. Ltd., Singapore, Greenlam America, Inc., USA,
Greenlam Asia Pacific (Thailand) Co., Ltd., Thailand, Greenlam Holding Co., Ltd., Thailand, PT. Greenlam Asia Pacific, Indonesia
and Greenlam Europe (UK) Ltd., UK.

Greenlam Asia Pacific Pte. Ltd., Singapore, is engaged in the business of trading of high pressure decorative laminates and
allied products. Greenlam America, Inc., USA, is engaged in the marketing and distribution of high-pressure laminates in North
and South America.

Further, two Thai step-down subsidiaries Greenlam Asia Pacific (Thailand) Co., Ltd. and Greenlam Holding Co., Ltd. are engaged in
the business of marketing and distribution of high-pressure laminates in Thailand while the Indonesian step-down subsidiary PT.
Greenlam Asia Pacific is engaged in the manufacture of promotional material i.e. catalogues, sample folders, chain sets, wall
hooks and A4 size samples. Further, UK step-down subsidiary Greenlam Europe (UK) Limited is engaged in the business of marketing
and distribution of high-pressure laminates and allied products in United Kingdom.

During the year 2015-16, the wholly owned Indian subsidiary Greenlam VT Industries Private Limited, had applied for striking off
its name from the Register of Registrar of Companies pursuant to provisions of Section 560 of the Companies Act, 1956. Approval
to the same was received on April 5, 2016 and the said subsidiary has been struck off and dissolved effective from that date.
However, the dissolution of the said subsidiary will not have any material impact on the results/performance of the Company as
the said subsidiary had not commenced any business.

As required under Rule 8 (1) of the Companies (Accounts) Rules, 2014, the Board''s Report has been prepared on Standalone
Financial Statements and a Report on Performance and Financial Position of each of the subsidiaries included in the Consolidated
Financial Statements is presented herewith in Form AOC - I as Annexure - I. In accordance with third proviso of Section 136 (1)
of the Companies Act, 2013, the Annual Report of the Company, containing therein its Standalone and the Consolidated Financial
Statements would be placed on the website of the Company at www.greenlamindustries. com. Further, as per fourth proviso of the
said section, audited Annual Accounts of each of the subsidiary companies would also be placed on the website of the Company at
www.greenlamindustries.com. Shareholders interested in obtaining a copy of the Annual Accounts of the subsidiary companies may
write to the Company Secretary at the Company''s corporate office or may drop a mail at [email protected].

In terms of the Regulation 46(2)(h) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the policy for
determining material subsidiaries is placed on the website of the Company at www. greenlamindustries.com.

Consolidated Financial Statements

In accordance with the Section 133 of Companies Act, 2013 read with Rule 7 of the Companies (Accounts) Rules, 2014 and Accounting
Standard (AS)-21 on Consolidated Financial Statements, the audited consolidated financial statements is provided in the Annual
Report. Further, the financial statement of Greenlam VT Industries Private Limited has not been consolidated with the financial
statements of the Company as it has been struck off.

Transfer to General Reserve

The Directors in their meeting held on May 27, 2016 proposed to transfer H400.00 lacs to the General Reserve.

Directors

Your Company has received declarations from all the Independent Directors viz. Mr. Vijay Kumar Chopra (DIN: 02103940), Ms.
Urvashi Saxena (02021303) and Ms. Sonali Bhagwati Dalal (01105028) confirming that they meet the criteria of independence as
prescribed under Sub-section (6) of Section 149 of the Companies Act, 2013 and Regulation 16 of SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015.

During the year under review, at the 2nd Annual General Meeting of the Company, held on 24th August, 2015, the members of the
Company regularized the appointment of Ms. Parul Mittal (DIN: 00348783) as a Director of the Company.

In accordance with the provisions of the Companies Act, 2013 and the Articles of Association of the Company, Mr. Shiv Prakash
Mittal (DIN: 00237242), Non - Executive Chairman of the Company, will retire by rotation at the ensuing Annual General Meeting
and being eligible offers himself for re - appointment.

None of the directors of your Company is disqualified under the provisions of Section 164(2)(a) & (b) of the Companies Act, 2013.

Changes in Share Capital

During the year under review, there was no change in the Share Capital
of the Company.

Key Managerial Personnel

The details of the Key Managerial Personnel of the Company are provided as under:

Sl.
No. Name Designation

1. Mr. Saurabh Mittal Managing Director & CEO

2. Ms. Parul Mittal Director - Design & Marketing

3. Mr. Ashok Kumar Sharma Chief Financial Officer

4. Mr. Prakash Kumar Biswal Company Secretary & Asst.
Vice President - Legal

Meetings of the Board

Five (5) Board Meetings were held during the financial year ended March 31, 2016. The details of the Board Meetings with regard
to their dates and attendance of each of the Directors thereat have been provided in the Corporate Governance Report.

Performance Evaluation

Pursuant to the provisions of the Companies Act, 2013 and Regulation 25 (3) & (4) of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, the Independent Directors in their meeting held on March 15, 2016 have evaluated the Performance
of Non -Independent Directors, Chairperson of the Company after considering the views of the other directors, Board as a whole
and assessed the quality, quantity and timely flow of information between the Company''s Management and the Board and the
Nomination and Remuneration Committee also has carried out evaluation of performance of every director. On the basis of
evaluation made by the Independent Directors and the Nomination and Remuneration Committee and by way of individual and
collective feedback from the non-independent Directors, the Board has carried out the Annual Performance Evaluation of the
Directors individually as well as evaluation of the working of the Board and of the Committees of the Board.

The criteria for evaluation are outlined below:

a. For Independent Directors:

- Knowledge and Skills

- Professional conduct

- Duties, Role and functions

- Compliance with Code of Business Ethics and Code of Conduct of the Company

- Rendering independent and unbiased opinion

- Attendance and presence in meetings of Board and Committees

- Assistance in implementing corporate governance practices

- Independent view on key appointments and strategy formulation

- Review of integrity of financial information and risk management

- Updating of skills and knowledge

- Information regarding external environment

- Raising of concerns, if any, to the Board

- Reporting of frauds, violation etc.

b. For Executive & Non- Executive Directors:

- Performance as Team Leader/Member.

- Evaluating Business Opportunity and analysis of Risk Reward Scenarios

- Professional Conduct and Integrity

- Sharing of Information with the Board

- Extent of participation during Board and Committee Meetings

- Whether difference of opinion was voiced in the meeting

- Whether executive directors were able to answer the queries raised by Independent Directors

- Compliance with Code of Business Ethics and Code of Conduct of the Company

- Assistance in implementing corporate governance practices

- Independent view on key appointments and strategy formulation

- Review of integrity of financial information and risk management

- Updating of skills and knowledge

- Information regarding external environment

- Raising of concerns, if any, to the Board

- Reporting of frauds, violation etc.

c. For Committees of the Board:

- Adequate and appropriate written terms of reference

- Volume of business now handled by the committee (particularly the audit committee) set at the right levelRs,

- Whether the committees work in an ''inclusive'' manner

- Effectiveness of the Board''s Committees with respect to their role, composition and their interaction with the Board

- Are the committees used to the best advantage in terms of management development, effective decision, etc.

d. For Board of Directors:

- Setting of clear performance objectives and how well it has performed against them

- Contribution to the testing and development and strategy

- Contribution to ensuring robust and effective risk management

- Composition of the board and its committees appropriate with the right mix of knowledge and skills sufficient to maximize
performance in the light of future strategy

- Effectiveness of inside and outside board relationship

- Responding to the problems or crises that have emerged

- Relationship between Board and its Committees and between committees themselves

- Communication with employees and others

- Updating with latest developments in regulatory environments and the market in which the Company operates

The Directors expressed their satisfaction with the evaluation process.

Audit Committee

As on March 31, 2016, the Audit Committee of the Company comprises of three independent directors with Ms. Urvashi Saxena as
Chairperson and Mr. Vijay Kumar Chopra and Ms. Sonali Bhagwati Dalal as members and also one promoter director Mr. Saurabh
Mittal, Managing Director & CEO of the Company. The Committee, inter alia reviews the Internal Control System and Reports of
Internal Auditors and Compliance of various Regulations. The brief terms of reference of the Committee are provided in the
Corporate Governance Report. The Committee also reviews the Financial Statements before they are placed before the Board.

Nomination and Remuneration Committee

As on March 31, 2016, the Nomination and Remuneration Committee comprises of two independent directors with Mr. Vijay Kumar
Chopra as Chairman and Ms. Urvashi Saxena as member and also one Non - executive director Mr. Shiv Prakash Mittal as member. The
Committee inter alia identifies persons who are qualified to become directors and who may be appointed in senior management. The
brief terms of reference of the Committee are provided in the Corporate Governance Report.

Stakeholders'' Relationship Committee

As on March 31, 2016, the Stakeholders'' Relationship Committee comprises of one Non - executive director Mr. Shiv Prakash Mittal
as Chairman and one Executive Director Mr. Saurabh Mittal as member. Mr. Vijay Kumar Chopra resigned from the Committee w.e.f.
30th December, 2015. The Committee inter alia reviews the grievance of the security holders of the Company and redressal thereof.
The brief terms of reference of the Committee is provided in the Corporate Governance Report.

Vigil Mechanism

Pursuant to the provisions of Section 177(9) & (10) of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, a ''Whistle Blower Policy'' to establish Vigil Mechanism for directors and employees to report
genuine concerns has been framed. The same is also uploaded on the website of the Company. This policy provides a platform to
disclose information, confidentially and without fear of reprisal or victimization, where there is reason to believe that there
has been serious malpractice, fraud, impropriety, abuse or wrong doing within the Company. The Company ensures that no personnel
have been denied access to the Audit Committee.

Risk Management

During the financial year 2015- 16, your Company has appointed an Independent Agency to identify the various risks pertaining to
different businesses and functions of the Company and to assist the Company in framing and implementing the Risk Mitigation
Programme.

Your Company has adopted a mechanism to identify, assess, monitor and mitigate various risks to key business objectives. Major
risks elements associated with the businesses and functions of the Company have been identified and will be systematically
addressed through mitigating actions on a continuing basis. These are already discussed at the meetings of the Audit Committee
and the Board of Directors of the Company.

Statement in respect of adequacy of Internal Financial Controls with reference to the Financial Statements

The Directors had laid down Internal Financial Controls procedures to be followed by the Company which ensure compliance with
various policies, practices and statutes in keeping with the organization''s pace of growth and increasing complexity of
operations for orderly and efficient conduct of its business. The Audit Committee of the Board, from time to time, evaluated the
adequacy and effectiveness of internal financial control of the Company with regard to:- 1. Systems have been laid to ensure
that all transactions are executed in accordance with management''s general and specific authorization.

There are well - laid manuals for such general or specific authorization.

2. Systems and procedures exist to ensure that all transactions are recorded as necessary to permit preparation of Financial
Statements in conformity with Generally Accepted Accounting Principles or any other criteria applicable to such statements, and
to maintain accountability for aspects and the timely preparation of reliable financial information.

3. Access to assets is permitted only in accordance with management''s general and specific authorization. No assets of the
Company are allowed to be used for personal purposes, except in accordance with terms of employment or except as specifically
permitted.

4. The existing assets of the Company are verified / checked at reasonable intervals and appropriate action is taken with
respect to any differences, if any.

5. Proper systems are in place for prevention and detection of frauds and errors and for ensuring adherence to the Company''s
policies.

Corporate Social Responsibility

The Corporate Social Responsibility Committee (CSR Committee) has formulated and recommended to the Board, a Corporate Social
Responsibility Policy (CSR Policy) indicating the activities to be undertaken by the Company, which has been approved by the
Board. The CSR Policy may be accessed on the Company''s website at the link http://www.greenlamindustries.com/pdf-file/
CorporateSocialResponsibilityPolicy.pdf

The Average Net Profit of the Company for the last three Financial Years is H17,52,28,670.00 and accordingly the prescribed CSR
expenditure during the year under review shall not be less than H35,04,573.00 (i.e. 2% of the Average Net Profits of the Company
for the last three Financial Years).

The Annual Report on CSR activities is annexed as "Annexure II" to this Report.

Policy on Nomination and Remuneration

The summary of Nomination and Remuneration Policy of the Company prepared in accordance with the provisions of Section 178 of the
Companies Act, 2013 read with Para A Part D of Schedule II of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 are provided in the Corporate Governance Report.

Particulars of contracts or arrangements with related parties

Related party transactions that were entered into during the Financial Year were on arm''s length basis and were in ordinary
course of business. The particulars of material related party transactions which were entered into on arm''s length basis are
provided in Form AOC- 2 as required under section 134(3)(h) of the Companies Act, 2013 read with Rule 8(2) of the Companies
(Accounts) Rules, 2014 which is annexed herewith as Annexure- III. There are no materially significant related party transactions
made by the Company which may have potential conflict with the interest of the Company. The Board has approved a policy for
material related party transactions which has been uploaded on the Company''s website. The web-link to the Policy on Related Party
Transactions as required under Listing Regulations is as under: http://www.greenlamindustries.com/pdf-file/
Related_Party_Transaction_Policy.pdf.

Directors'' Responsibility Statement

In terms of the provisions of Section 134(3)(c) read with section 134(5) of the Companies Act, 2013, the Directors state that:

a) In preparation of the annual accounts for the Financial Year ended March 31, 2016, the applicable Accounting Standards have
been followed along with proper explanation relating to material departures;

b) The directors have selected such Accounting Policies as listed in Note 1 to the Financial Statements and applied them
consistently and made judgments and estimates that are reasonable and prudent so as to give true and fair view of the state of
affairs of the Company at the end of the Financial Year as on March 31, 2016 and of the profit of the Company for that period.

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

d) The directors have prepared the annual accounts on a going concern basis;

e) The directors have laid down internal financial controls to be followed by the Company and that such internal financial
controls are adequate and are operating effectively;

f) The directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such
systems were adequate and operating effectively.

Material Changes

There have been no material changes and commitments affecting the financial position of the Company since the close of financial
year i.e. since March 31, 2016 and the date of this report. Further, it is hereby confirmed that there has been no change in the
nature of business of the Company.

Insurance

Our Company''s properties, including building, plant, machineries and stocks, among others, are adequately insured against risks.

Public deposits

During the period under review, the Company did not invite or accept any deposits from the public in terms of Chapter V of the
Companies Act, 2013.

Listing of shares

The Equity Shares of the Company are listed on the BSE Limited (BSE) with scrip code No. 538979 and on National Stock Exchange of
India Limited (NSE) with scrip symbol GREENLAM. The Company confirms that the annual listing fees to both the stock exchanges for
the Financial Year 2016â17 have been duly paid.

Loans, Guarantees or Investments under Section 186 of the Companies Act, 2013

Details of Loans granted, Guarantees given and Investments made during the year under review, covered under the provisions of
Section 186 of the Companies Act, 2013 are given in the Financial Statement of the Company.

Auditors and their Report

(a) Statutory Auditors:

In compliance with the Companies (Audit and Auditors) Rules, 2014, M/s. D. Dhandaria & Company, Chartered Accountants, has been
appointed as Statutory Auditors of the Company till the conclusion of 6th Annual General Meeting (AGM), as approved by the
members at their 1st Annual General Meeting held on October 30, 2014. Further, pursuant to the requirement of Section 139 of the
Companies Act, 2013, the appointment of Statutory Auditors is to be ratified by the members at every Annual General Meeting.
Based on their declaration received by the Company under Section 139 and 141 of the Companies Act, 2013, they are eligible for
the appointment. Members are requested to ratify their appointment for the financial year 2016â17. The Statutory Auditors''
Report on the Standalone and Consolidated Financial Statements of the Company for the financial year ended March 31, 2016 forms
part of this Annual report.

(b) Secretarial Auditors:

The Board of Directors of the Company at their meeting held on January 22, 2016 appointed Manoj Kumar Verma, Practicing Company
Secretary of M/s. L. G. Corp Law having office at D-12 LGF, Lajpat Nagar, New Delhi â 110024 for conducting the Secretarial
Audit of the company for the financial year 2015 â 16. The Secretarial Audit Report in Form MR-3 for the financial year ended
March 31, 2016, is annexed herewith as Annexure-IV.

Your Company was not required to appoint Cost Auditor for the Financial Year ending March 31, 2016.

(d) Internal Auditor:

Mr. Rakesh Kumar Budhiraja, President â Finance of the Company had been appointed as Internal Auditor of the Company to carry out
internal audit of Branches, offices and manufacturing Units of the Company. The Audit Committee quarterly reviews the Internal
Audit report.

Response to Auditors'' Remarks

There is no qualification, reservation, adverse remark or disclaimer by the Statutory Auditors in their report or by the
Secretarial Auditor in their Secretarial Audit Report and hence no explanation or comments of the Board is required in this
matter.

Extract of Annual Return:

The extract of Annual Return required under Section 134(3)(a) of the Companies Act, 2013 read with Rule 12(1) of the Companies
(Management and Administration) Rules, 2014, is provided in Form MGT- 9 as Annexure-V to this report.

Corporate Governance Report

A detailed Report on Corporate Governance pursuant to SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015
along with Auditors'' Certificate on compliance with the conditions of Corporate Governance, is annexed to this report.

Management Discussion and Analysis Report

The Management Discussion and Analysis Report for the year 2015 - 16, pursuant to SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 is given as a separate statement in the Annual Report.

CEO and CFO certification

Pursuant to Regulation 17(8) of SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015, the CEO and CFO
certification is attached with the Annual Report. The Managing Director and CEO and the Chief Financial Officer also provide
quarterly certification on Financial Results while placing the Financial Results before the Board in terms of Regulation 33 of
SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015.

Code of Conduct for Directors and Senior Management Personnel

The Code of Conduct for Directors and Senior Management Personnel is posted on the Company''s website. The Managing Director & CEO
of the Company has given a declaration that all directors and Senior Management Personnel concerned affirmed compliance with the
code of conduct with reference to the year ended on March 31, 2016. Declaration is attached with the annual report.

Conservation of energy, Technology Absorption, Foreign Exchange earnings and outgo

The information required under section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts)
Rules, 2014, is annexed herewith as Annexure-VI.

Particulars of employees

The information required under Section 197(12) 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 annexed herewith as Annexure-VII.

Fraud Reporting

There was no fraud reported by the Auditors of the Company under Section 143(12) of the Companies Act, 2013, to the Audit
Committee or the Board of directors during the year under review.

Disclosures under Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013

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

Details of significant and material orders passed by the regulators / courts / tribunals impacting the going concern status and
the Company''s operations in future

During the period under review, there were no significant and material orders passed by any regulator / court / tribunal
impacting the going concern status and the Company''s operations in future.

Acknowledgement

Your Directors place on record their sincere thanks and appreciation for the continuing support of financial institutions,
consortium of banks, vendors, clients, investors, Central Government, State Governments and other regulatory authorities.
Directors also place on record their heartfelt appreciation for employees of the Company for their dedication and contribution.

For and on behalf of the Board of Directors

Shiv Prakash Mittal

Place: New Delhi Non-Executive Chairman

Date: May 27, 2016 DIN: 00237242

Mar 31, 2015

DEAR MEMBERS,

The Directors have pleasure in presenting the 2nd Annual Report on the business and operations of the Company and the Audited Financial Statement of the Company for the financial year ended March 31, 2015.

Financial highlights (Rs. in lac)

Particulars Standalone Consolidated 2014-15 2013-14 2014-15

Profit before finance cost, Depreciation and 9256.15 (0.47) 9206.55

Amortisation Expenses and Tax Expenses

Less: a) Finance Costs 2684.04 Nil 3018.77

b) Depreciation & Amortisation Expenses 3018.62 0.33 3338.01

profit before tax 3553.49 (0.80) 2849.77

Provision for taxation 891.98 Nil 915.28

Less: Minority Interest 1.27

profit for the year 2661.51 (0.80) 1933.22

Add: Balance brought forward from previous years (0.80) Nil (0.80)

Amount adjusted pursuant to the Scheme of Arrangement 3718.59 4035.35

Less: Adjustment of depreciation on reassessment of 68.51 68.51 useful lives of the tangible assets

Amount available for appropriation 6310.79 Nil 5899.26

Appropriations:

Proposed dividend on Equity Shares 120.68 Nil 120.68

Tax on distribution of dividends 24.57 Nil 24.57

Transferred to General Reserve 100.00 Nil 100.00

Balance carried to Balance sheet 6065.54 (0.80) 5654.01

operations and state of affairs of the company

During the year 2014-15, your Company posted a moderate performance with revenue and profit standing at Rs.84,602.10 lac and Rs.2,661.51 lac, respectively. This performance is particularly noteworthy when viewed against the backdrop of the challenging business environment in which this was achieved, namely, the steep increase in cost of various raw materials and subdued consumer sentiments.

During the year 2014-15, your Company recorded an export turnover of Rs.31,002.12 lac and export incentive entitlement of Rs.3,974.67 lac.

As per the consolidated financial statements, revenues from operations and profit for the year 2014-15 stood at Rs.92,753.96 lac and Rs.1,933.22 lac, respectively.

The overall performance of the Company during 2014-15, amid a challenging economic scenario, vindicates the effectiveness of the initiatives undertaken by the Greenlam management so as to better exploit business opportunities.

During 2014-15, your Company intensified its efforts in the area of product integration and market penetration. Your Company continued to expand its export markets for laminates during 2014-15.

Dividend

Your Directors recommend a final dividend of 10% i.e. Rs.0.50 per share (previous year nil per share) on the Company''s 2,41,36,374 Equity Shares of Rs.5.00 each for 2014-15. The final dividend on the Equity Shares, if declared as above, would entail an outflow of Rs.120.68 lac towards dividend and Rs.24.57 lac towards dividend tax, resulting in a total outflow of Rs.145.25 lac.

Outlook and expansion

The Company''s outlook remains favourable on account of its product integration capabilities, growing brand popularity and the continuous support from its employees, shareholders, creditors, consumers, dealers and lenders. The Company''s vision is to be a one-stop solution for all decorative surface products (in its field of operation). The Company''s pan-India distribution network ensures easy availability of products in almost every part of India. The Company has presence in over 100 countries, either directly or through its overseas subsidiaries.

During the year under review, your Company has commenced the commercial production of the engineered wood flooring product line, also commonly known as multi-layer parquet at the Company''s manufacturing unit in Behror, Rajasthan. With an installed capacity to manufacture 1 million square metres per annum, we have become the first to manufacture this product in India. Earlier, the entire demand for these products was being met through imports. The new products are being marketed by the Company under the brand name ''Mikasa''.

Your Company has decided to set up an engineered door manufacturing unit at Behror, Rajasthan, with a capacity to manufacture 1,20,000 engineered door sets and door leafs per annum across various sizes, thicknesses, designs and specifications. The

capital cost for this project would be approximately Rs.27 crore. With respect to the said project, civil construction work is already under progress, the installation of machineries for the new production lines have been completed and trial production has commenced. Commercial production is expected to start soon.

Your Company has also decided to expand the manufacturing capacity for laminates at its unit at Nalagarh, Himachal Pradesh, to manufacture an additional 2 million laminate sheets per annum. The capital cost for this brownfield expansion would be approximately Rs.20 crore. With respect to the said expansion, civil construction work is already under progress and orders for all major equipment have been placed. The progress is as per schedule.

Your Directors are confident of achieving significantly better results in the coming years.

Composite Scheme of Arrangement

During the year under review, approval of the Hon''ble Gauhati High Court was received on October 31, 2014 to the on-going Composite Scheme of Arrangement between Greenply Industries Limited and Greenlam Industries Limited and their respective shareholders and creditors for the demerger of the Decorative Business (comprised of Laminates and Allied Products) of Greenply Industries Limited to Greenlam Industries Limited with effect from the Appointed Date i.e. April 1, 2013. The said Scheme became effective upon filing of copy of the order of Hon''ble Gauhati High Court with concerned Registrar of Companies on November 17, 2014. In consideration of the demerger and transfer of the Demerged Undertaking, Greenlam Industries Limited issued and allotted 2,41,36,374 equity shares to the eligible shareholders of Greenply Industries Limited, 1 (One) equity share of Rs.5.00 each in Greenlam Industries Limited, credited as fully paid up for every 1 (One) equity share of Rs.5.00 each held by them in Greenply Industries Limited. The equity shares issued and allotted by Greenlam Industries Limited pursuant to the Scheme got listed with BSE Limited and National Stock Exchange of India Limited on March 2, 2015.

Credit Rating

Your Company has been assigned "CARE A" and "CARE A1" in respect of its long term and short term banking facilities respectively by Credit Analysis and Research Ltd. (CARE). Your Company has also been assigned "CARE A1" for short term debt instrument (including Commercial Paper) programme carved out of the sanctioned working capital limits of the Company by CARE.

Subsidiaries

Your Company has six overseas subsidiaries viz. Greenlam Asia Pacific Pte. Ltd., Singapore, Greenlam America, Inc., USA, Greenlam Asia Pacific (Thailand) Co., Ltd., Thailand, Greenlam Holding Co., Ltd., Thailand, PT. Greenlam Asia Pacific, Indonesia and Greenlam Europe (UK) Ltd., UK and one subsidiary in India viz. Greenlam VT Industries Private Limited as at the end of the financial year ended March 31, 2015.

Greenlam Asia Pacific Pte. Ltd., Singapore, is engaged in the business of trading of high pressure laminates and allied products. Greenlam America, Inc., USA, is engaged in the marketing and distribution of high- pressure laminates and allied products in North and South America. Greenlam VT Industries Private Limited, India, was incorporated in the year 2013 with the object to carry on the business of manufacturing and trading of Doors and High-end Doors & allied products, however, there was no business carried on by this Indian subsidiary since its incorporation.

Further, two Thai step-down subsidiaries Greenlam Asia Pacific (Thailand) Co., Ltd. and Greenlam Holding Co., Ltd. are engaged in the business of marketing and distribution of high-pressure laminates and allied products in Thailand while the Indonesian step-down subsidiary PT. Greenlam Asia Pacific is engaged in the manufacture of promotional material i.e. catalogues, sample folders, chain sets, wall hooks and A4 size samples. Further, UK step-down subsidiary Greenlam Europe (UK) Limited is engaged in the business of marketing and distribution of high- pressure laminates and allied products in United Kingdom.

As required under Rule 8(1) of the Companies (Accounts) Rules, 2014, the Board''s Report has been prepared on standalone financial statements and a report on performance and financial position of each of the subsidiaries included in the consolidated financial statements is presented herewith in Form AOC-I as Annexure-I. In accordance with third proviso of Section 136(1) of the Companies Act, 2013, the Annual Report of the Company, containing therein its standalone and the consolidated financial statements would be placed on the website of the Company at www.greenlamindustries.com. Further, as per fourth proviso of the said section, audited annual accounts of each of the subsidiary companies would also be placed on the website of the Company at www. greenlamindustries.com. Shareholders interested in obtaining a copy of the annual accounts of the subsidiary companies may write to the Company Secretary at the Company''s corporate office or may drop mail at [email protected].

In terms of the provisions of Clause 49 of the Listing Agreement, the policy for determining material subsidiaries is placed on the website of the Company at www.greenlamindustries.com.

Consolidated financial statements

The consolidated financial statements comprising financial statements of the Company and its subsidiaries are also annexed.

Transfer to General Reserve

Your Directors propose to transfer Rs.100.00 lac to the General Reserve.

Directors

During the year under review, Mr. Vijay Kumar Chopra (DIN: 02103940), Ms. Urvashi Saxena (DIN: 02021303) and Ms. Sonali Bhagwati Dalal (DIN: 01105028) were appointed as Independent Directors of the Company at the last Annual General Meeting of the Company held on October 30, 2014. They hold office up to the 6th Annual General Meeting of the Company to be held in the calendar year 2019. Your Company has received declarations from all the Independent Directors viz. Mr. Vijay Kumar Chopra, Ms. urvashi Saxena and Ms. Sonali Bhagwati Dalal confirming that they meet 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.

During the year under review, the Board has appointed Ms. Parul Mittal (DIN: 00348783) as Additional Director as well as Director-Design & Marketing of the Company w.e.f. November 11, 2014. She holds office as an Additional Director up to the ensuing Annual General Meeting of the Company. The Company has received a notice in writing together with requisite deposit of Rs.1 Lac under Section 160 of the Companies Act, 2013, from a member of the Company proposing her candidature for the office of a director liable to retire by rotation.

In accordance with the provisions of the Companies Act, 2013 and the Articles of Association of the Company, Mr. Saurabh Mittal (DIN: 00273917), Managing Director & CEO of the Company, will retire by rotation at the ensuing Annual General Meeting and being eligible offers himself for re-appointment.

Further, during the year under review, Mr. Rajesh Mittal (DIN: 00240900) and Mr. Shobhan Mittal (DIN: 00347517) resigned from the Board of the Company w.e.f. the close of the working hours of November 10, 2014.

None of the directors of your Company is disqualified under the provisions of Section 164(2)(a) & (b) of the Companies Act, 2013.

Changes in Share Capital

During the year under review, the authorised share capital of the Company has been increased from Rs.1,00,00,000/- (Rupees One Crore only) divided into 20,00,000 (Twenty Lakh) equity shares of Rs.5/- (Rupees Five only) each to Rs.15,00,00,000/- (Rupees Fifteen Crore only) divided into 3,00,00,000 (Three Crore) equity shares of Rs.5/- (Rupees Five only).

Further, pursuant to composite Scheme of Arrangement the Company issued and allotted 2,41,36,374 Equity Shares of Rs.5/- each to the eligible shareholders of Greenply Industries Limited and cancelled 1,00,000 equity shares of Rs.5/- each held by Greenply Industries Limited.

Key Managerial Personnel

Mr. Saurabh Mittal, Managing Director and CEO, Ms. Parul Mittal, Director-Design & Marketing, Mr. Ashok Kumar Sharma, Chief Financial Officer and Mr. Prakash Kumar Biswal, Company Secretary & Asst. Vice President-Legal are the Key Managerial Personnel of the Company. Mr. Saurabh Mittal was appointed as Managing Director and CEO w.e.f. November 11, 2014. Ms. Parul Mittal was appointed as Director-Design & Marketing w.e.f. November 11, 2014. Mr. Ashok Kumar Sharma was appointed as Chief Financial Officer w.e.f. November 17, 2014 and Mr. Prakash Kumar Biswal was appointed as Company Secretary & Asst. Vice President-Legal w.e.f. November 17, 2014.

Meetings of the Board

Six (6) Board Meetings were held during the financial year ended March 31, 2015. The details of the Board Meetings with regard to their dates and attendance of each of the Directors thereat have been provided in the Corporate Governance Report.

Performance Evaluation

Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Equity Listing Agreement, the Independent Directors have evaluated the performance of non-independent directors, chairperson of the Company after considering the views of the other directors, board as a whole and assessed the quality, quantity and timely flow of information between the Company''s management and the Board and the Nomination and Remuneration

Committee also has carried out evaluation of performance of every director. On the basis of evaluation made by the Independent Directors and the Nomination and Remuneration Committee and by way of individual and collective feedback from the non-independent Directors, the Board has carried out the annual performance evaluation of the Directors individually as well as evaluation of the working of the Board and of the Committees of the Board.

The followings were the Evaluation Criteria:

a. For Independent Directors:

* Knowledge and Skills

* Professional conduct

* Duties, Role and functions

* Compliance with Code of Business Ethics and Code of Conduct of the Company

* Rendering independent and unbiased opinion

* Attendance and presence in meetings of Board and Committees

* Assistance in implementing corporate governance practices

* Independent view on key appointments and strategy formulation

* Review of integrity of financial information and risk management

* updation of skills and knowledge

* Information regarding external environment

* Raising of concerns, if any, to the Board

* Reporting of frauds, violation etc.

b. For Executive & Non- Executive Directors:

* Performance as Team Leader/Member.

* Evaluating Business Opportunity and analysis of Risk Reward Scenarios

* Professional Conduct and Integrity

* Sharing of Information with the Board

* Extent of participation during Board and Committee Meetings

* Whether difference of opinion was voiced in the meeting

* Whether executive directors were able to answer

the queries raised by Independent Directors

* Compliance with Code of Business Ethics and Code of Conduct of the Company

* Assistance in implementing corporate governance practices

* Independent view on key appointments and strategy formulation

* Review of integrity of financial information and risk management

* updation of skills and knowledge

* Information regarding external environment

* Raising of concerns, if any, to the Board

* Reporting of frauds, violation etc.

c. For Committees of the Board:

* Adequate and appropriate written terms of reference

* Volume of business now handled by the committee (particularly the audit committee) set at the right level

* Whether the committees work in an ''inclusive'' manner

* Effectiveness of the Board''s Committees with respect to their role, composition and their interaction with the Board

* Are the committees used to the best advantage in terms of management development, effective decision etc.

d. For Board of Directors:

* Setting of clear performance objectives and how well it has performed against them

* Contribution to the testing and development and strategy

* Contribution to ensuring robust and effective risk management

* Composition of the board and its committees appropriate with the right mix of knowledge and skills sufficient to maximise performance in the light of future strategy

* Effectiveness of inside and outside board relationship

* Responding to the problems or crises that have emerged

* Relationship between Board and its Committees and between committees themselves

* Communication with employees and others

* updation with latest developments in regulatory environments and the market in which the Company operates

The Directors expressed their satisfaction with the evaluation process.

Audit Committee

The Audit Committee consists of three independent directors with Ms. urvashi Saxena as Chairperson and Mr. Vijay Kumar Chopra and Ms. Sonali Bhagwati Dalal as members and also one promoter director Mr. Saurabh Mittal, Managing Director & CEO of the Company. The Committee inter alia reviews the Internal Control System and reports of Internal Auditor and compliance of various regulations. The brief terms of reference of the Committee is provided in the Corporate Governance Report. The Committee also reviews the Financial Statements before they are placed before the Board.

Nomination and Remuneration Committee

The Nomination and Remuneration Committee consists of two independent directors with Mr. Vijay Kumar Chopra as Chairman and Ms. urvashi Saxena as member and also one non-executive director Mr. Shiv Prakash Mittal as member. The brief terms of reference of the Committee is provided in the Corporate Governance Report.

Stakeholders'' Relationship Committee

The Stakeholders'' Relationship Committee consists of one non-executive director Mr. Shiv Prakash Mittal as Chairman, one Executive Director Mr. Saurabh Mittal as member and also one Independent Director Mr. Vijay Kumar Chopra as member. The Committee, inter alia, reviews the grievance of the security holders of the Company and redressal thereof. The brief terms of reference of the Committee is provided in the Corporate Governance Report.

Vigil Mechanism

Pursuant to the provisions of Section 177(9) & (10) of the Companies Act, 2013 and Listing Agreements, a ''vigil mechanism'' or ''Whistle Blower Policy'' for directors and employees to report genuine concerns has been established. The same is also uploaded on the website of the Company.

Risk Management

The Company is taking necessary steps to identify, assess, monitor and mitigate various risks to key business objectives. Major risks to be identified on the businesses and functions, if any, would be systematically addressed through mitigating actions on a continuing basis. These are discussed at the meetings of the Audit Committee of the Company. The detailed steps that were undertaken by the Company as its risk mitigating initiatives are provided in the Management Discussion and Analysis Report.

internal Financial Controls with reference to the financial statements The Directors had laid down internal financial controls procedures to be followed by the Company which ensure compliance with various policies, practices and statutes in keeping with the organization''s pace of growth and increasing complexity of operations for orderly and efficient conduct of its business. The Audit Committee of the Board, from time to time, evaluated the internal financial control of the Company with regard to-

1. Systems have been laid to ensure that all transactions are executed in accordance with management''s general and specific authorization. There are well-laid manuals for such general or specific authorization.

2. Systems and procedures exist to ensure that all transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles or any other criteria applicable to such statements, and to maintain accountability for aspects and the timely preparation of reliable financial information.

3. Access to assets is permitted only in accordance with management''s general and specific authorization. No assets of the Company are allowed to be used for personal purposes, except in accordance with terms of employment or except as specifically permitted.

4. The existing assets of the Company are verified/ checked at reasonable intervals and appropriate action is taken with respect to any differences, if any.

5. Proper systems are in place for prevention and detection of frauds and errors and for ensuring adherence to the Company''s policies.

Corporate social responsibility

Greenlam has been proactively carrying out CSR activities and funding various non-profit organisations towards honing vocational skills, preventing early marriage and pregnancy and sensitising adolescents about life skills and reproductive health.

During the year under review, the compliance of the requirements of Section 135 of the Companies Act, 2013 was not applicable to the Company. Nonetheless, the Company has continued to carry out its CSR activities voluntarily which demonstrate its commitment and responsibility towards the betterment of the society.

Policy on Nomination and Remuneration

The contents of Nomination and Remuneration Policy of the Company prepared in accordance with the provisions of Section 178 of the Companies Act, 2013 and Clause 49 (IV) of the Listing Agreements are provided in the Corporate Governance Report.

Related Party Transactions

Related party transactions that were entered into during the financial year were on arm''s length basis and were in ordinary course of business. The particulars of material related party transactions which were entered into on arm''s length basis are provided in Form AOC- 2 as required under Section 134(3)(h) of the Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014 which is annexed herewith as Annexure-II. There are no materially significant related party transactions made by the Company which may have potential conflict with the interest of the Company. The Board has approved a policy for material related party transactions which has been uploaded on the Company''s website. The web-link as required under Listing Agreement is as under: http://www.greenlamindustries.com/pdf-file/ Related_Party_Transaction_Policy.pdf.

Directors'' responsibility statement

In terms of the provisions of Section 134 (3)(c) of the Companies Act, 2013, the Directors state that:

a) in preparation of the annual accounts for the financial year ended March 31, 2015, the applicable accounting standards have been followed along with proper explanation relating to material departures;

b) the directors have selected such accounting policies as listed in Note 1.00 to the financial statements and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give true and fair view of the state of affairs of the Company at the end of the financial year as on March 31, 2015 and of the profit of the Company for that period.

c) the directors have taken proper and sufficient care for 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;

d) the directors have prepared the annual accounts on a going concern basis; and

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

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

Material Changes

There have been no material changes and commitments affecting the financial position of the Company since the close of financial year i.e. since March 31, 2015. Further, it is hereby confirmed that there has been no change in the nature of business of the Company.

insurance

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

Public deposits

During 2014-15, the Company did not invite or accept any deposits from the public.

Listing of shares

The Equity Shares of the Company are listed on the BSE Limited (BSE) with scrip code No. 538979 and on National Stock Exchange of India Limited (NSE) with scrip symbol GREENLAM. The Company confirms that the annual listing fees to both the stock exchanges for the financial year 2015-16 have been paid.

Loans, Guarantees or Investments under Section 186 of the Companies Act, 2013 Details of Loans granted, Guarantees given and Investments made during the year under review, covered under the provisions of Section 186 of the Companies Act, 2013 are given in the Financial Statement of the Company.

Auditors and their report

(a) Statutory Auditors:

In compliance with the Companies (Audit and Auditors) Rules, 2014, M/s. D. Dhandaria & Company, Chartered Accountants, has been appointed as Statutory Auditors of the Company till the conclusion of 6th Annual General Meeting (AGM) as approved by the members at their 1st Annual General Meeting held on October 30, 2014. Further, pursuant to the requirement of Section 139 of the Companies Act, 2013, the appointment of Statutory Auditors is to be ratified by the members at every Annual General Meeting. Based on their declaration received by the Company under Section 139 and 141 of the Companies Act, 2013, they are eligible for the appointment. Members are requested to ratify their appointment for the F. Y. 2015-16.

(b) Secretarial Auditors:

The Board of Directors of the Company appointed Ms. Manju Pathak, Practicing Company Secretary of M/s. L. G. Corp Law having office at D-12 LGF, Lajpat Nagar, New Delhi - 110024, to conduct Secretarial Audit for the F.Y. 2014-15. The Secretarial Audit Report in Form MR-3 for the financial year ended March 31, 2015, is annexed herewith as Annexure- III.

(c) Cost Auditors:

Your Company was not required to appoint Cost Auditor for the financial year ending March 31, 2015.

(d) Internal Auditor:

During the year under review, the Board of Directors has appointed Mr. Rakesh Kumar Budhiraja, President-Finance of the Company as Internal Auditor of the Company to carry out internal audit of Branches, offices and manufacturing units of the Company.

Response to Auditors'' Remarks

There is no qualification, reservation, adverse remark or disclaimer by the Statutory Auditors in their report or by the Secretarial Auditor in their Secretarial Audit Report and hence no explanation or comments of the Board is required in this matter.

Extract of Annual Return:

The extract of Annual Return required under Section 134(3)(a) of the Companies Act, 2013 read with Rule 12(1) of the Companies (Management and Administration) Rules, 2014, is provided in Form MGT- 9 as Annexure-IV to this report.

Corporate Governance report

A detailed report on Corporate Governance pursuant to Clause 49 of the Listing Agreement with Stock Exchanges, along with an Auditors'' Certificate on compliance with the conditions of Corporate Governance, is annexed to this report.

Management discussion and analysis report

The Management discussion and analysis report for the year 2014-15, pursuant to Clause 49 of the Listing Agreement with Stock Exchanges is given as a separate statement in the annual report.

CEO and CFO certification

Pursuant to Clause 49 of the Listing Agreement, the CEO and CFO certification is attached with the annual report. The Managing Director and CEO and the Chief Financial Officer also provide quarterly certification on financial results while placing the financial results before the Board in terms of Clause 41 of the Listing Agreement.

Code of Conduct for Directors and senior management personnel

The Code of Conduct is posted on the Company''s website. The Managing Director & CEO of the Company has given a declaration that all directors and senior management personnel concerned affirmed compliance with the code of conduct with reference to the year ended on March 31, 2015. Declaration is attached with the annual report.

Conservation of energy, Technology Absorption, Foreign Exchange earnings and outgo

The information required under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014, is annexed herewith as Annexure-V.

Particulars of employees

The information required under Section 197 of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is annexed herewith as Annexure-VI.

Fraud Reporting

There was no fraud reported by the Auditors of the Company to the Audit Committee or the Board of directors during the year under review.

Disclosures under Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013

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

Details of significant and material orders passed by the regulators / courts / tribunals impacting the going concern status and the Company''s operations in future

During the period under review, there were no significant and material orders passed by any regulator / court / tribunal impacting the going concern status and the Company''s operations in future.

Acknowledgement

Your Directors place on record their sincere thanks and appreciation for the continuing support of financial institutions, consortium of banks, vendors, clients, investors, Central Government, State Governments and other regulatory authorities. Directors also place on record their heartfelt appreciation for employees of the Company for their dedication and contribution.

For and on behalf of the Board of Directors

S. P. Mittal Place: New Delhi Non-Executive Chairman Date : May 28, 2015

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