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Directors Report of Greenlam Industries Ltd.

Mar 31, 2017

FOR THE FINANCIAL YEAR 2016-17

Dear Shareholders,

The Directors have the pleasure in presenting the 4th 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, in Lacs)

Particulars

Standalone

Consolidated

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

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 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 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.

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.

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

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, 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

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 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

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.

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;

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.

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

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 2017-18 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:

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 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".

(c) Cost Auditors:

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

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.

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 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

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

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 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 – 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 investor.relations@greenlam.com.

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 2016–17 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 2016–17. 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 – 110024 for conducting the Secretarial
Audit of the company for the financial year 2015 – 16. The Secretarial Audit Report in Form MR-3 for the financial year ended
March 31, 2016, is annexed herewith as Annexure-IV.

(c) Cost Auditors:

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 – 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 investor.relations@greenlam.com.

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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