Directors Report of Greenply Industries Ltd.

Mar 31, 2018

To

The Members,

The Directors have pleasure in presenting their 28th Annual Report on the business and operations of the Company along with the Audited Accounts of the Company for the Financial Year ended March 31, 2018.

Financial highlights

The financial performance of your Company, for the year ended March 31, 2018 is summarized below:

(Rs. in lacs)

	2017-18		2016-17
Particulars	Standalone	Consolidated	Standalone	Consolidated
Turnover	167511.75	170795.76	176882.53	177344.71
Profit before finance charges, Tax, Depreciation/Amortization (PBITDA)	24348.73	23290.33	25759.72	24866.32
Less: Finance Charges	947.23	1135.63	1811.77	1891.94
Profit before Depreciation/ Amortization (PBTDA)	23401.50	22154.70	23947.95	22974.38
Less: Depreciation	4481.41	4981.11	4853.09	5066.28
Net Profit before Taxation (PBT)	18920.09	17173.59	19094.86	17908.10
Provision for taxation	5350.63	5350.63	5587.65	5587.65
Profit/(Loss) after Taxation (PAT)	13569.46	11822.96	13507.21	12320.45
Share of profit/(loss) of Joint Venture	NA	(760.25)	NA	223.92
Profit/(Loss) after Taxation and share of profit/(loss) of Joint Venture	13569.46	11062.71	13507.21	12544.37
Transfer to General Reserve	6500.00	6500.00	6500.00	6500.00

Result of operations and the state of Company’s affairs

During the year under review, your Company has achieved revenue of Rs.167511.75 lacs as against Rs.176882.53 lacs in the previous year. Profit for the year 2017-18 was Rs.13569.46 lacs as against Rs.13507.21 lacs in the previous year.

Exports during the year 2017-18 was Rs.3301.73 lacs. Your Company is continuously trying to locate new export markets for its products and see good potential for growth in the exports business. As per the consolidated financial statements, the revenue from operations and profit for the year 2017-18 were Rs.170795.76 lacs and Rs.11062.71 lacs respectively as against Rs.177344.71 lacs and Rs.12544.37 lacs in the previous year.

Your Company is the preferred partner of choice for a large number of offices and home builders, having a comprehensive product portfolio servicing clients at every point of the price spectrum. Your Company continues to retain and reinforce its market share under organised sector with a pan-India distribution network comprising of distributors/dealers and retailers. Your Company is present across different price points to cater to the needs of all customers across the high-end, midmarket and value-for-money segments. The Company’s pan-India distribution network ensures easy availability of products in almost every part of India. During the year under review, your Company is continuously trying to locate new markets for its business venture of trading in Acrylic Solid Surface sheets, sourced from various overseas suppliers and marketed in India.

Outlook and expansion

The Company’s outlook remains favourable on account of its product integration capabilities, increasing brand visibility and the continuous support from its stakeholders. Wood panel market is one of the major verticals of the interior infrastructure, comprising materials used in building furniture. Such materials include plywood, engineered wood panels and decorative surface products. Your Company is currently operating primarily in the structural sphere of interior infrastructure domain with almost all the products in its basket catering to the structural needs of the customers. The demand for readymade furniture, manufactured with engineered panels like medium density fibreboards (MDF), is growing. The real estate industry is one of the most significant growth drivers for the plywood sector. Your company also focused on the value added products to improve margin.

An increasing shift towards the organised sector is foreseen in the industry. Growing customer awareness, brand consciousness and a plethora of choices at the disposal of consumers is encouraging product innovation and quality focus from the organised players. However, high price differentiation between the unorganised and organised segment persists. The industry is hopeful that the implementation of GST will bridge this price gap and lead to formalisation of the industry.

Indian furniture industry is one of the world’s largest furniture markets. It is primarily driven by a substantial middle-class population, rapid urbanisation, favourable demographics, increasing per capita income and growing nuclear families. This will encourage strong demand growth for plywood, MDF and allied products. Reconstituted wood products, such as plywood, board and medium density fibreboards are likely to be used increasingly by consumers, real estate developers, furniture makers, railways and defence, are among others users. Innovations and use of technology shall help the wood industry to grow profitably, and leverage opportunities in the future.

Going forward, there is an increasing shift being witnessed towards the organised sector owing to brand and quality awareness. With wider choice, product innovation and warranty, being offered by organised players, customers are putting more focus on this segment.

In respect of setting-up of new MDF manufacturing unit in Routhu Suramala, Chittoor, Andhra Pradesh, necessary steps are being taken to obtain the remaining statutory approvals/licenses. Civil construction and Structural work are completed. Installation of all imported and domestic machineries are approaching completion and trail production has commenced. The said facility is expected to be commissioned shortly.

In respect of setting-up of new Veneer, Lumber and Panel products manufacturing unit at Nkok SEZ, Gabon, West Africa, through step-down wholly owned subsidiary Greenply Gabon SA, the Company has started commercial production of Veneer and getting good response from the market. The Board of Directors of the Company accorded their approval for the expansion of Veneer line in the existing manufacturing unit of Greenply Gabon SA, Gabon, step-down wholly owned subsidiary of the Company, situated at Nkok SEZ, Gabon, West Africa.

The Company has commenced commercial production of “Decorative Plywood / Decorative Veneers” at its manufacturing unit situated at Bamanbore, Gujarat.

In respect of setting-up of new unit in Sandila Industrial Area, Sandila, Dist: Hardoi, Uttar Pradesh for manufacturing of Plywood and its allied products, the Company has received land allotment letter from the respective government authority. Transfer of forest licenses in the name of the Company are under process.

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

Subsidiaries and Joint Venture

Presently, your Company has three overseas wholly owned subsidiaries viz.(i) Greenply Trading Pte. Ltd., Singapore, engaged in the business of trading and marketing of veneers, panel products, wooden flooring & allied products and also investments in companies engaged in manufacturing and trading of said products. (ii) Greenply Holdings Pte. Ltd., Singapore, with the objective to hold the investment (presently held by Greenply Trading Pte. Limited, Singapore) in Greenply Alkemal (Singapore) Pte. Ltd., Singapore. (iii) Greenply Middle East Limited, Dubai, UAE, with the objective to manage, control and hold investment in Greenply Gabon SA, Gabon, West Africa and general trading business.

Further, your Company has an overseas step-down wholly owned subsidiary viz. Greenply Gabon SA, Gabon, West Africa, (Subsidiary of Greenply Middle East Limited, Dubai, UAE) having manufacturing unit at Nkok SEZ in Gabon, West Africa. The same is engaged in the business of manufacturing and marketing of veneers.

Your Company also has one overseas joint venture namely Greenply Alkemal (Singapore) Pte. Ltd. (a joint venture company of Greenply Industries Limited, India through its wholly owned subsidiary Greenply Trading Pte.Ltd., Singapore and Alkemal Singapore Pte. Ltd., Singapore) engaged in the business of trading and marketing of commercial veneers and panel products. Further, the joint venture Company has a subsidiary in Myanmar which is engaged in the business of manufacturing and trading of veneer and lumber.

During the year under review, your Company has incorporated Greenpanel Industries Limited, a wholly owned subsidiary in India. The Board of Directors at its meeting held on March 20, 2018 has consented to explore an option to de-merge few businesses of the Company into Greenpanel Industries Limited.

The statement in form AOC-1 containing the salient features of the financial statements of subsidiaries/ associate companies/joint ventures pursuant to first proviso to sub-section (3) of section 129 read with rule 5 of Companies (Accounts) Rules, 2014 is annexed to this Report. Further, the contribution of Greenply Trading Pte. Ltd., Singapore, Greenply Holdings Pte. Ltd., Singapore, Greenply Middle East Limited, Dubai, UAE, and Greenpanel Industries Limited, India, wholly owned subsidiaries to overall performance of the Company during the year under review is as mentioned below:

	Net Assets
	i.e. Total Assets minus Total Liabilities		Share in Profit or Loss
	As % of consolidated		As % of consolidated
	Net Assets	Rs.in Lacs	Profit or Loss	Rs. in Lacs
Parent - Greenply Industries Limited	104.28%	91505.38	122.66%	13569.46
Subsidiary
Greenply Trading Pte. Ltd.	-3.52%	(3094.24)	-16.81%	(1859.46)
Greenply Holdings Pte. Ltd.	-0.01%	(10.04)	-0.04%	(4.66)
Greenply Middle East Ltd.	-0.74%	(645.37)	-5.76%	(637.44)
Greenpanel Industries Ltd.	-0.01%	(5.19)	-0.05%	(5.19)
Total	100.00%	87750.54	100.00%	11062.71

	Share in Other Comprehensive Income		Share in Total Comprehensive Income
	As % of consolidated		As % of consolidated
	Other Comprehensive Income	Rs.in Lacs	Total Comprehensive Income	Rs. in Lacs
Parent - Greenply Industries Limited	38.87%	119.41	120.40%	13688.87
Subsidiary
Greenply Trading Pte. Ltd.	-4.66%	(14.32)	-16.48%	(1873.78)
Greenply Holdings Pte. Ltd.	-0.01%	(0.04)	-0.04%	(4.70)
Greenply Middle East Ltd.	65.80%	202.17	-3.83%	(435.27)
Greenpanel Industries Ltd.	0.00%	0.00	-0.05%	(5.19)
Total	100.00%	307.22	100.00%	11369.93

Change(s) in the nature of business

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

Consolidated financial statements

For the period under review, the Company has consolidated the financial statements of its wholly owned subsidiaries viz. Greenply Trading Pte. Ltd., Singapore, Greenply Holdings Pte. Ltd., Singapore, Greenply Middle East Limited, Dubai (UAE) and Greenpanel Industries Limited, India. 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 has been placed on the website of the Company, www.greenply.com. Further, as per fourth proviso of the said section, audited annual accounts of the subsidiary companies and Joint Venture Company have also been placed on the website of the Company, www.greenply.com. Shareholders interested in obtaining a copy of the audited annual accounts of the subsidiary companies and Joint Venture Company may write to the Company Secretary at the Company’s registered office. A statement containing salient features of the financial statements of subsidiary/associate companies/joint venture in form AOC -1 is annexed to this Report.

Credit Rating

During the year “Credit Analysis and Research Ltd. (CARE)”and “India Ratings & Research” have re-affirmed our external credit rating for both long term and short term borrowings as detailed below:

Rating Agency	Instrument	Rating
CARE	Banking Facilities -Long Term	CARE AA-
CARE	Banking Facilities -Short Term	CARE A1
CARE	Short Term Debt (including Commercial Paper)	CARE A1
India Ratings & Research	Banking Facilities -Long Term	IND AA-
India Ratings & Research	Banking Facilities -Short Term	IND A1
India Ratings & Research	Short Term Debt (including Commercial Paper)	IND A1

Above credit rating reflects Company’s commitment and capability to persistent growth through prudence and focus on financial discipline.

Dividend

Your Directors recommend a final dividend of 60% i.e. Re.0.60 per equity share (previous year 60% i.e.Re.0.60 per equity share of Re.1/-) on the Company’s 122627395 equity shares of Re.1/- each for financial year 2017-18. The final dividend on the equity shares, if declared as above, would involve an outflow of Rs.735.76 lacs towards dividend and Rs.149.78 lacs towards dividend distribution tax, resulting in a total outflow of Rs.885.54 lacs.

Transfer to Reserves

Your Directors propose to transfer Rs.6500 lacs to the General Reserve.

Share Capital

During the year under review there is no change in the share capital of the Company.

Directors and Key Managerial Personnel

Mr. Moina Yometh Konyak, Non-Executive & NonIndependent Director of the Company has passed away on 8th January, 2018. The Board of the Company conveyed their sympathy, sorrow and condolences to his family.

In accordance with the provisions of the Companies Act, 2013 and the Articles of Association of the Company, Mr. Shobhan Mittal [DIN: 00347517), Joint Managing Director & CEO of the Company, will retire by rotation at the ensuing Annual General Meeting and is eligible for re- appointment.

The Board of Directors of the Company at its meeting held on 7th February, 2018 has appointed Mr. Sanidhya Mittal, as an Additional Director of the Company with effect from 7th February, 2018. Pursuant to Section 161 of the Companies Act, 2013 and Articles of Association of the Company, Mr. Sanidhya Mittal holds office as such upto the ensuing 28th Annual General Meeting of the Company. The Company has received a notice under Section 160 of the Companies Act, 2013 from a Member proposing his candidature for appointment as director of the Company, liable to retire by rotation. The Board of Directors at their said meeting, subject to approval of Members of the Company has accorded their approval to appoint Mr. Sanidhya Mittal, as an Executive Director of the Company for a period of 5 years w.e.f. 07.02.2018. The same was recommended to the Board of Directors by the Nomination and Remuneration Committee at its meeting held on 7th February, 2018. The detailed terms and conditions including remuneration have been mentioned in the Notice convening 28th Annual General Meeting. Further, the details of Mr. Sanidhya Mittal [DIN: 06579890) as required under Listing Regulations and SS-2 have also been provided in the Corporate Governance Report and the Notice of 28th Annual General Meeting.

The SEBI has recently come out with a Notification on 9th May, 2018 amending the existing Listing Regulations by issuing the SEBI (Listing Obligations and Disclosure Requirements) (Amendment) Regulations, 2018 (hereinafter referred to as “New Regulations”). The New Regulations shall be effective from 1st April, 2019 unless any other specific date is provided for a specific Regulation. Regulation 17 is one of the provisions in which the amendments have been made by insertion of a new sub- regulation (1A) thereunder and the same shall be applicable with effect from 1st April, 2019. In terms of the said new sub- regulation, a person shall not be eligible to get appointed as a non-executive director or in case of an existing non- executive director, shall not be eligible to continue such directorship, if he/she has attained the age of seventy five years unless the approval of the shareholders of the company is obtained by way of a special resolution. Though, the aforesaid provision shall be applicable to the Company from 1st April, 2019, however, considering the implication of such amendment, the same shall result in the immediate vacation of such directors as the restriction is not imposed only on the appointment but on the continuation of the existing tenure too. In view of the above, the Company is required to take approval from the shareholders by way of a special resolution beforehand so that the existing nonexecutive directors attaining such age can complete their existing term as approved by the shareholders earlier. This is to inform that Mr. Susil Kumar Pal (DIN: 00268527) and Mr. Anupam Kumar Mukerji (DIN: 00396878) were appointed as Non-Executive Independent Directors by the Company in its Annual General Meeting held on 22nd August, 2014 for a period of five years from the said date till the Annual General Meeting to be held in 2019. Since Mr. Pal and Mr. Mukerji, both have already attained the specified age limit of 75 years, continuation of their directorship shall require approval of shareholders by way of special resolutions. Keeping in view that both the aforesaid directors possess requisite qualifications and also carry rich and varied experience in the industry in which the Company operates and that their continued association with the Company would be of immense benefit to the Company, it is desirable to continue to avail their services as Non-executive Independent Directors of the Company. Accordingly, the Board recommends their continuation in the Company.

None of the Directors of your Company is disqualified under the provisions of Section 164(2)(a) & (b) of the Companies Act, 2013. However, the name of Ms. Sonali Bhagwati Dalal, Independent Director of the Company was published by the Ministry of the Corporate Affairs (MCA) on its website in the list of directors disqualified under Section 164(2) of the Companies Act, 2013. Subsequently a petition was filed by her before the Hon’ble High Court of Delhi and the Hon’ble High Court of Delhi has stayed the impugned list of Disqualified Directors to the extent it includes her name. Further, to avail the Condonation of Delay Scheme (CODS), 2018, she has filed an appeal before the National Company Law Tribunal (NCLT) for revival of the concerned defaulting company and the same is pending for disposal. In view of the pendency of the said appeal before NCLT, the Hon’ble High Court of Delhi has vide its order dated May 07, 2018 has extended the stay till disposal of the said appeal by MCA.

Declaration by Independent directors

The Independent Directors of the Company have given their declarations to the Company that they meet the criteria of independence as provided in Section 149 (7) read with Section 149(6) of the Companies Act, 2013 and Listing Regulations.

Meetings of the Board of Directors

Five (5) Board Meetings were held during the financial year ended 31st March, 2018. The details of the Board Meetings with regard to their dates and attendance of each of the Directors there at have been provided in the Corporate Governance Report.

Performance Evaluation

Pursuant to the provisions of the Companies Act, 2013 and Listing Regulations, the Board has carried out the annual performance evaluation of the Directors individually as well as evaluation of the working of the Board and of the Committees of the Board, by way of individual and collective feedback from Directors.

Pursuant to Para VII of Schedule IV of the Companies Act, 2013 and Listing Regulations, a meeting of the Independent Directors of the Company was convened on March 20, 2018 to perform the following:

- review the performance of non-independent directors and the Board as a whole;

- review the performance of the Chairperson of the Company, taking into account the views of executive directors and non-executive directors;

- assess the quality, quantity and timeliness of flow of information between the Company management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

Further, the Nomination and Remuneration Committee also evaluated the performance of all the directors of the Company.

The criteria for evaluation are briefly provided below:

a. For Independent Directors:

- General parameters

- Roles & responsibilities to be fulfilled as an Independent director

- Participation in Board process.

b. For Executive & Non-executive Directors:

- Governance

- Strategy

- Stakeholder focus

- Communication & influence

- Quality or capability

- Performance improvement

- Financial & risk awareness

The Directors expressed their satisfaction with the evaluation process.

Familiarisation Programme

The details of the familiarisation programme undertaken have been provided in the Corporate Governance Report along with the web link thereof.

Managerial Remuneration

As per the provisions of Section 197 of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company is required to disclose the following information in the Board’s Report.

(a) ratio of the remuneration of each director to the median remuneration of the employees of the Company for the financial year;

Name	Designation	Ratio to median remuneration of employees
Mr. Shiv Prakash Mittal	Executive Chairman	304.49
Mr. Rajesh Mittal	Managing Director	297.58
Mr. Shobhan Mittal	Joint Managing Director & CEO	208.02
Mr. Sanidhya Mittal	Executive Director (w.e.f 7th Feb 2018)	51.26
Mr. Moina Yometh Konyak	Non-executive Director	Nil
Mr. Susil Kumar Pal	Independent Director	5.65
Mr. Vinod Kumar Kothari	Independent Director	5.65
Mr. Anupam Kumar Mukerji	Independent Director	5.65
Ms. Sonali Bhagwati Dalal	Independent Director	5.65
Mr. Upendra Nath Challu	Independent Director	5.65

(b) percentage increase in remuneration of each director, Chief Financial Officer, Chief Executive Officer, Company Secretary or Manager, if any, in the financial year;

Name	Designation	% Increase
Mr. Shiv Prakash Mittal	Executive Chairman	-00.48
Mr. Rajesh Mittal	Managing Director	-00.50
Mr. Shobhan Mittal	Joint Managing Director & CEO	03.23
Mr. Sanidhya Mittal	Executive Director (w.e.f 7th Feb 2018)	338.06
Mr. Moina Yometh Konyak	Non-executive Director	-100.00
Mr. Susil Kumar Pal	Independent Director	00.00
Mr. Vinod Kumar Kothari	Independent Director	00.00
Mr. Anupam Kumar Mukerji	Independent Director	00.00
Ms. Sonali Bhagwati Dalal	Independent Director	00.00
Mr. Upendra Nath Challu	Independent Director	00.00
Mr. Vishwanathan Venkatramani	Chief Financial Officer	05.47
Mr. Kaushal Kumar Agarwal	Company Secretary & Vice President-Legal	08.68

(c) percentage increase in the median remuneration of employees in the financial year 2017-18;

1 3.56

(d) number of permanent employees on the rolls of Company;

3655

(e) average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration;

9.72% (non-Managerial personnel) 6.77% (Managerial Personnel)

(f) We hereby affirm that the remuneration paid to the Executives is as per the Remuneration Policy of the Company approved by the Board of Directors.

(g) Managing Directors and Whole-time Directors of the Company do not receive any commission from its subsidiary companies. However, Mr. Shobhan Mittal, Joint Managing Director & CEO of the Company is drawing remuneration from Greenply Trading Pte. Ltd., WOS of the Company.

All elements of remuneration package as required under Listing Regulations have been provided in the Corporate Governance Report.

Statutory Auditors and their report

The Shareholders of the Company at their 27th Annual General Meeting held on 21.08.2017, approved appointment of M/s. B S R & Co. LLP, Chartered Accountants (ICAI Firm Registration No. 101248W/W-100022) as the Statutory Auditors of the Company to hold office for a term of 5 (five) consecutive years from the conclusion of 27th Annual General Meeting, until the conclusion of the 32nd Annual General Meeting.

The Notes on Financial Statements referred to in the Auditors’ Report are self-explanatory and, therefore, do not call for further clarification. The Auditor’s Report for Financial Year ended March 31, 2018 does not have any qualifications.

Cost Auditors

During the year under review, cost audit was not applicable to the Company.

Internal Auditor

The Company has in-house Internal Audit team headed by qualified and experienced Executive. The scope, functioning, periodicity and methodology for conducting internal audit were approved by the Board of Directors and reviewed by the Audit Committee from time to time. Further, the Audit committee discussed and reviewed the adequacy of internal audit function, including the structure of the internal audit department, staffing and seniority of the official, heading the department, reporting structure coverage and frequency of internal audit.

Secretarial Auditor

The Board of Directors of the Company had appointed M/s. Nidhi Bagri & Company, Practising Company Secretary (Membership No. ACS 24765/COP No.9590), Kolkata, to conduct Secretarial Audit for the financial year 2017-18. The Secretarial Audit Report of M/s. Nidhi Bagri & Company, Practising Company Secretary, in Form MR-3, for the financial year ended 31st March, 2018, is annexed to this report.

Response to Secretarial Auditor’s observation

It has been observed by the Secretarial Auditor that during the financial year 2017-18, though the Company has spent Rs.341.72 lacs towards CSR activities (directly and through Trust-Greenply Foundation) during the year under review but the maximum amount was relating to earlier year(s) lying with the Trust and implementing agencies. Accordingly, the amount spent is less than the minimum allocation of CSR being 2% of the average net profit of last 3 financial years amounting to Rs.341.69 lacs in total. In response to the same, your Company would like to submit that the Trust has utilized unspent amount lying with it as on 31.03.2017 for the CSR activities. Further, to maintain the integrity of CSR expenditure, the Company has transferred Rs.267.00 lacs to the Trust during FY 2017-18. Though the Company has spent Rs.341.72 lacs towards CSR activities (directly and through Trust-Greenply Foundation) during the year under review but the maximum amount was relating to earlier year(s) lying with the Trust and Implementing Agencies. Accordingly, the amount spent is less than the minimum allocation of CSR being 2% of the average net profit of last 3 financial years amounting to Rs.341.69 lacs in total. The Trust has also earned Rs.5.76 lacs on temporary investment with Banks during FY 2017-18. The unutilized fund lying with the Trust as on 31.03.2018 amounting to Rs.296.66 lacs (net of liabilities of Rs.0.98 lacs) will be used for CSR activities along with fresh funding, if any, from the Company, during FY 2018-19. The Company is committed to the underlying intent of CSR and is optimistic of meeting its obligations under section 135 of the Companies Act, 2013 and thereby make a positive impact on the society.

Audit Committee

The Company’s Audit Committee comprises of four Non-Executive Independent Directors viz. Mr. Susil Kumar Pal, Mr. Vinod Kumar Kothari, Mr. Anupam Kumar Mukerji and Mr. Upendra Nath Challu and two Executive-Promoter Directors viz. Mr. Rajesh Mittal and Mr. Shobhan Mittal.The Committee inter-alia reviews the Internal Control System, reports of Internal Auditors, compliance of various regulations and evaluates the internal financial controls and risk management system of the Company. The Committee also reviews at length the Financial Statements and results before they are placed before the Board. The terms of reference of the Audit Committee and other details have been provided in the Corporate Governance Report.

Vigil mechanism

In pursuance to the provisions of section 177(9) & (10) of the Companies Act, 2013 and erstwhile equity listing agreement, a vigil mechanism or ‘Whistle Blower Policy’ for directors and employees to report genuine concerns had been established and implemented. The policy safeguards the whistle blowers to report concerns or grievances and also provides a direct access to the Chairman of the Audit Committee. During the year under review none of the personnel has been denied access to the Chairman of the Audit Committee. The policy has been uploaded on the website of the Company and is available at the weblink at http://www.greenply.com/ images/pdf/Vigil Mechanism Policy.pdf.

Nomination and Remuneration Committee

The Company’s Nomination and Remuneration Committee comprises of three Non-Executive

Independent Directors viz. Mr. Susil Kumar Pal, Mr. Vinod Kumar Kothari, Mr. Anupam Kumar Mukerji and one Executive-Promoter Director Mr. Shiv Prakash Mittal. The Remuneration Policy of the Company is uploaded on the website of the Company. The weblink is http://www. greenply.com/images/pdf/Greenply-remuneration-policy.pdf. The terms of reference and other details of the Nomination and Remuneration Committee has also been provided in the Corporate Governance Report. However, brief outline of the Remuneration Policy is as follows:

The Remuneration Policy applies to all the “Executives” of the Company. The Policy also helps the Company to attain Board diversity and creates a basis for succession planning. In addition, it is intended to ensure that-

a) the Company is able to attract, develop and retain high-performing and motivated Executives in a competitive international market;

b) the Executives are offered a competitive and market aligned remuneration package, with fixed salaries being a significant remuneration component, as permissible under the Applicable Law;

c) remuneration of the Executives are aligned with the Company’s business strategies, values, key priorities and goals.

In framing the aforesaid Remuneration Policy, the Nomination and Remuneration Committee ensures that a competitive remuneration package for all Executives is maintained and is also benchmarked with other companies operating in national and global markets.

The nomination of the Independent Directors of the Company shall be in accordance with the principles as stated under the said Policy.

The assessment for Functional Heads are done on the basis of below parameters by the concerned interview panel of the Company -

a) Competencies

b) Capabilities

c) Compatibility

d) Commitment

e) Character

f) Strong interpersonal skills

g) Culture among others.

The various remuneration components would be combined to ensure an appropriate and balanced remuneration package.

The five remuneration components are -

fixed remuneration (including fixed supplements) performance based remuneration (variable salary)

pension schemes, where applicable

other benefits in kind

severance payment, where applicable

The fixed remuneration is determined on the basis of the role and position of the individual, including professional experience, responsibility, job complexity and local market conditions.

The performance-based remuneration motivates and rewards high performers who significantly contribute to sustainable results, perform according to set expectations for the individual in question, and generates stakeholder value within the Group.

Any fee/remuneration payable to the Non-Executive directors of the Company shall abide by the following norms -

i. If any such director draws or receives, directly or indirectly, by way of fee/remuneration any such sums in excess of the limit as prescribed or without the prior sanction, where it is required, under the Applicable law such remuneration shall be refunded to the Company and until such sum is refunded, hold it in trust for the Company. The Company shall not waive the recovery of any sum refundable to it;

ii. Such directors may receive remuneration by way of fee for attending meetings of the Board or Committee thereof or for any other purpose whatsoever as may be decided by the Board, as permissible under Applicable law;

iii. An independent director shall not be entitled to any stock option and may receive remuneration only by way of fees and reimbursement of expenses for participation in meetings of the Board or Committee thereof and profit related commission, as may be permissible by the Applicable law.

Apart from above, the Policy also entitles Executives to a severance fee.

Stakeholders Relationship Committee

The Stakeholders Relationship Committee comprises two Promoter Directors viz. Mr. Rajesh Mittal and Mr. Shobhan Mittal and two Non-Executive Independent Directors viz. Mr. Anupam Kumar Mukerji and Mr. Susil Kumar Pal. The detailed terms of reference and other details of the Committee has been provided in the Corporate Governance Report.

Risk Management Policy

On the basis of risk assessment criteria, your Company has identified risks as minor/moderate/important/ material or severe depending on their impact on turnover, profit after tax and return on capital employed. A risk library wherein the Company has allotted scores to the risks based on risk significance and risk likelihood. On the basis of risk scores the Company has identified few material risks for the organisation. The risks scores were initially done at the level of Operational Heads of Finance & Accounts, Sales, Production and HR and finally assessment was done based on scores given by an internal committee of the Company. However, the risks are dynamic and the Company will be adding new risks and removing some of the existing risks as and when the Company develop solutions for the existing risks. Accordingly, the Company has in place a mechanism to identify, assess, monitor and mitigate various risks to key business objectives. The Audit Committee of the Board evaluating risks management policy of the company on quarterly basis.

Extract of the annual return

The extract of Annual Return as required under section 134(3) (a) of the Companies Act, 2013 read with Rule 12(1) of the Companies (Management and Administration) Rules, 2014 in Form No. MGT-9, is annexed to this Report.

Material changes and commitments

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

Significant and material orders passed by the Regulators/Courts/Tribunals impacting the going concern status and the Company’s operations in future

As such there is no significant and material order has been passed by any Regulator/Court/Tribunals impacting the going concern status and the Company’s operation in future.

Internal financial controls

Your Company has, in all material respects, an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting are operating effectively based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control. Your Company had laid down guidelines, policies, procedures and structure for appropriate internal financial controls across the company. These control processes enable and ensure orderly and efficient conduct of Company’s business, including safeguarding of assets, prevention and detection of frauds and errors, the accuracy and completeness of the accounting records and timely preparation & disclosure of financial statements. Review and control mechanisms are built in to ensure that such control systems are adequate and operating effectively. The Audit Committee evaluated the internal financial controls based on the following criteria:

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.

A report on the internal financial controls under clause (i) of sub-section 3 of Section 143 of the Companies Act, 2013 issued by M/s. B S R & Co. LLP, Chartered Accountants (ICAI Firm Registration No. 101248W/W-100022), Statutory Auditors of the Company is attached with their Independent Auditor’s report and the same is self-explanatory.

Indian Accounting Standards (Ind AS) -IFRS Converged Standards

Your Company has adopted Ind AS with effect from April 1, 2016 pursuant to Ministry of Corporate Affairs notification dated February 16, 2015 notifying the Companies (Indian Accounting Standard) Rules, 2015.

Insurance

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

Particulars of loans/advances/ investments as required under Schedule V of the Listing Regulations

The details of related party disclosures with respect to loans/advances/investments at the year end and maximum outstanding amount thereof during the year as required under Part A of Schedule V of the Listing Regulations have been provided in the notes to the Financial Statements of the Company.

Loans/advances, guarantee and investments under Section 186 of the Companies Act, 2013

Details of loans/advances granted, guarantees given and investments made during the year under review, covered under the provisions of Section 186 of the Companies Act, 2013 are annexed to this Report.

Deposits

During the financial year 2017-18, the Company did not invite or accept any deposits from the public under Section 76 of the Companies Act, 2013.

Related party transactions

There are no materially significant related party transactions made by the Company which may have potential conflict with the interest of the Company. Related party transactions that were entered into during the year under review were on arm’s length basis and were in ordinary course of business. The Particulars of material related party transaction is provided in Form AOC-2 as required under section 134(3)(h) of the Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014. Further, suitable disclosure as required by the Accounting Standards (Ind AS 24) has been made in the notes to the Financial Statements. The Board has approved a policy for related party transactions which has been uploaded on the Company’s website. The web link as required under Listing Regulations is as under: http://www.greenply.com/images/pdf/Related-Party-Transaction(s)-Policy.pdf

Corporate Governance

Your Company is committed to observe good Corporate Governance practices. The report on Corporate Governance for the financial year ended March 31, 2018, as per Regulation 34(3) read with Schedule V of the Listing Regulations forms part of this Annual Report and annexed to this Report. The requisite certificate from Statutory Auditors, M/s. B S R & Co. LLP, Chartered Accountants (ICAI Firm Registration No. 101248W/W-100022) confirming compliance with the conditions of corporate governance, is attached to this Report on Corporate Governance.

Management Discussion and Analysis Report

The Report on Management Discussion and Analysis Report as required under Listing Regulations forms part of this Annual Report and is annexed to this Report. Certain Statements in the said report may be forward looking. Many factors may affect the actual results, which could be different from what the Directors envisage in terms of the future performance and outlook.

Policy on Sexual Harassment of Women at Workplace

The Company has in place a Policy on prevention of Sexual Harassment in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. There were no complaints pending for the redressal at the beginning of the year. One complaint received during the financial year, which was redressed by the Company.

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 to this Report.

Corporate Social Responsibility

During the year under review, the Company has undertaken CSR activities directly and through its Trust namely GREENPLY FOUNDATION. The Trust has utilized unspent amount lying with it as on 31.03.2017 for the CSR activities. Further, to maintain the integrity of CSR expenditure, the Company has transferred Rs.267.00 lacs to the Trust during FY 2017-18. Though the Company has spent Rs.341.72 lacs towards CSR activities (directly and through Trust-Greenply Foundation) during the year under review but the maximum amount was relating to earlier year(s) lying with the Trust and Implementing Agencies. Accordingly, the amount spent is less than the minimum allocation of CSR being 2% of the average net profit of last 3 financial years amounting to Rs.341.69 lacs in total. The Trust has also earned Rs.5.76 lacs on temporary investment with Banks during FY 2017-18. The unutilized fund lying with the Trust as on 31.03.2018 amounting to Rs.296.66 lacs (net of liabilities of Rs.0.98 lacs) will be used for CSR activities along with fresh funding, if any, from the Company, during FY 2018-19. The Company is committed to the underlying intent of CSR and is optimistic of meeting its obligations under section 135 of the Companies Act, 2013 and thereby make a positive impact on the society. In compliance with requirements of Section 135 of the Companies Act, 2013, the Company has a CSR Policy. The composition of the Committee, contents of CSR Policy and report on CSR activities carried out during the Financial Year ended 31st March, 2018 in the format prescribed under Rule 9 of the Companies (Accounts) Rules, 2014 is annexed to this Report.

Directors’ Responsibility Statement

In terms of provisions of Section 134(5) of the Companies Act, 2013, your directors state that:

(i) in the preparation of the annual financial statements for the financial year ended March 31, 2018, the applicable accounting standards had been followed along with proper explanation relating to material departures, if any;

(ii) the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit of the company for that period;

(iii) the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

(iv) the directors had prepared the annual accounts on a going concern basis;

(v) the directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively and

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

CEO and CFO certification

Pursuant to the Listing Regulations, the CEO and CFO certification is attached with the Annual Report. The Joint 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 the Listing Regulations.

Code of Conduct for Directors and senior management personnel

The Code of Conduct is posted on the Company’s website. The Joint Managing Director & CEO of the Company has given a declaration that all Directors and Senior Management Personnel concerned, affirmed compliance with the Code of Conduct with reference to the year ended on March 31, 2018. Declaration is attached with the annual report.

Compliance certificate regarding compliance of conditions of Corporate Governance

The certificate received from M/s. B S R & Co. LLP, Chartered Accountants (ICAI Firm Registration No. 101248W/W-100022), Statutory Auditors of the Company, to the effect of compliance of conditions of Corporate Governance as required under Schedule V of the Listing Regulations is annexed with the Report.

Business Responsibility Report

The Business Responsibility Report, describing the initiatives taken by the Company during the period under review from an environmental, social and governance perspective, has been annexed to this Report in the format suggested under the Listing Regulations.

Demerger

During the year under review, the Board of Directors has consented to explore an option for the demerger of few businesses into Greenpanel Industries Ltd., a wholly owned subsidiary of the Company. The same is under consideration.

Fraud Reporting

There have been no frauds reported by the Auditors of the Company to the Audit Committee or the Board of Directors under sub-section (12) of section 143 of the Companies Act, 2013 during the financial year.

Disclosures with respect to Demat Suspense Account/ Unclaimed Suspense Account

The relevant details in this regard have been provided in the Corporate Governance Report annexed to this Report.

Particulars of employees

The information required under section 197 of the Companies Act, 2013 read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed to this Report.

Acknowledgements

Your Directors place on record their sincere thanks and appreciation for the continuing support of financial institutions, consortium of banks, vendors, clients, investors, Central Government, State Governments and other regulatory authorities. The Directors also place on record their heartfelt appreciation for the commitment and dedication of the employees of the Company across all the levels who have contributed to the growth and sustained success of the Company.

For and on behalf of the Board of Directors

Shiv Prakash Mittal

Place: Kolkata Executive Chairman

Date: May 29, 2018 DIN: 00237242

---

Mar 31, 2017

To

The Members,

The Directors have pleasure in presenting their 27th Annual Report on the business and operations ofthe Company along with the Audited Accounts ofthe Company for the Financial Year ended March 31,2017.

FINANCIAL HIGHLIGHTS

The financial performance of your Company, for the year ended March 31,2017 is summarized below:

(Rs, in lacs)

Particulars	2016-17		2015-16
	Standalone	Consolidated	Standalone	Consolidated
Turnover	176882.53	177344.71	171349.48	171311.01
Profit before finance charges, Tax, Depreciation/	25759.72	25090.24	25050.32	24875.55
Amortization (PBITDA)
Less: Finance Charges	1811.77	1891.94	2891.07	2938.78
Profit before Depreciation/Amortization (PBTDA)	23947.95	23198.30	22159.25	21936.77
Less: Depreciation	4853.09	5066.28	4900.94	4968.40
Net Profit before Taxation (PBT)	19094.86	18132.02	17258.31	16968.37
Provision for taxation	5587.65	5587.65	4141.66	4141.66
Profit/(Loss) after Taxation (PAT)	13507.21	12544.37	13116.65	12826.71
Transfer to General Reserve	6500.00	6500.00	6500.00	6500.00

RESULT OF OPERATIONS AND THE STATE OF COMPANY''S AFFAIRS

During the year under review, your Company posted a stable performance with revenue of Rs, 176882.53 lacs as against Rs, 171349.48 lacs in the previous year. Profit for the year 2016-17 was Rs, 13507.21 lacs as against Rs, 13116.65 lacs in the previous year.

Exports during the year 2016-17 was Rs, 2738.49 lacs. Your Company is continuously trying to locate new export markets for its products and see good potential for growth in the exports business. As per the consolidated financial statements, the revenue from operation and profit for the year 2016-17 were Rs, 177344.71 lacs and Rs, 12544.37 lacs respectively as against Rs, 171311.01 lacs and Rs, 12826.71 lacs in the previous year.

Your Company continues to retain and reinforce its market share under organised sector with a pan India distribution network comprising of distributors/ dealers and retailers. Your Company is the preferred partner of choice for a large number of offices and home builders, having a comprehensive product portfolio servicing clients at every point of the price spectrum. Your Company is present across different price points to cater to the needs of all customers across the high-end, mid-market and value-for-money segments. During the year under review, your

Company continuously trying to locate new markets for its business venture of trading in wallpaper of different categories, sourced from various overseas suppliers and marketed in India under the Company''s brand.

OUTLOOK AND EXPANSION

TheCompa ny''s pan-India distribution networkensures easy availability of products in almost every part of India. The Company''s outlook remains favourable on account of its product integration capabilities, increasing brand visibility and the continuous support from its stakeholders. Wood panel market is one ofthe major verticals of the interior infrastructure, comprising materials used in building furniture. Such materials include plywood, engineered wood panels and decorative surface products. Your Company is currently operating primarily in the structural sphere of interior infrastructure domain with almost all the products in its basket catering to the structural needs of the customers. The demand for readymade furniture, manufactured with engineered panels like MDF, is rapidly growing. The real estate industry is one of the most significant growth drivers for the plywood sector. Your company also focused on the value added products to improve margin. Goods and Services (GST) Tax scheduled to be effective from 1 st July, 2017 is expected to bolster the economy with a simplified indirect tax system and more competitive and transparent markets.

Indian furniture industry is one of the world''s largest furniture markets. It is primarily driven by a substantial middle-class population, rapid urbanisation, favourable demographics, increasing per capita income and growing nuclear families. This will encourage strong demand growth for plywood and MDF. Reconstituted wood products, such as plywood, board and medium density fibreboards are likely to be used increasingly by consumers, real estate developers, furniture makers, railways and defence, are among others users. Innovations and use of technology shall help the wood industry to grow profitably, and leverage opportunities in the future.

Going forward, there is an increasing shift being witnessed towards the organised sector owing to brand and quality awareness. With wider choice, product innovation and warranty, being offered by organised players, customers are putting more focus on this segment.

In respect of setting-up of new MDF manufacturing unit in Chittoor, Andhra Pradesh, necessary steps are being taken to obtain the remaining statutory approvals/licenses to set-up the Unit. Contracts with the principal Process Equipment Suppliers, Engineering Consultancy Services, major Civil & Fabrication contractors, major Electrical Contractors & Suppliers have been executed/ are in the process of execution. Civil construction and Structural work are in progress. Majority ofthe imported machineries have reached the project site and the same are under process of installation. The said facility is expected to be commissioned in FY 2019.

In respect of setting-up of new Veneer, Lumber and Panel products manufacturing unit at Nkok SEZ, Gabon, West Africa, through step-down wholly owned subsidiary Greenply Gabon SA, the construction of the first shed has been completed. Peeling lines along with dryers and other ancillary machineries have arrived at the project site and installed. Raw material has begun to arrive at the site and trial runs is under process. The unitwill start commercial production of Veneer shortly.

In respect of setting-up of a new unit adjacent to the existing unit ofthe Company in Bamanbore, Gujarat, for manufacturing of decorative plywood/decorative veneers, the Company has discussed with vendors and finalized the machineries and civil construction work for the upcoming unit.

In respect of setting-up of a new unit in Sandila Industrial Area, Sandila, Dist: Hardoi, Uttar Pradesh for manufacturing of Plywood and its allied products, the Company has made an application for the allotment of land with respective government authority.

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

SUBSIDIARIES AND JOINT VENTURE

Presently, your Company has three overseas wholly owned subsidiaries viz.(i) Greenply Trading Pte. Ltd., Singapore, engaged in the business of trading and marketing of veneers, panel products, wooden flooring & allied products and also investments in companies engaged in manufacturing and trading of said products.(ii) Greenply Holdings Pte. Ltd., Singapore, with the objective to hold the investment (presently held by Greenply Trading Pte. Limited, Singapore) in Greenply Alkemal (Singapore) Pte. Ltd., Singapore, (iii) Greenply Middle East Limited, Dubai, UAE, with the objective to manage, control and hold investment in Greenply Gabon SA, Gabon, West Africa and general trading business.

Further, your Company has an overseas step-down wholly owned subsidiary viz. Greenply Gabon SA, Gabon, West Africa, (Subsidiary of Greenply Middle East Limited, Dubai, UAE) with the objective to manage and control the proposed veneer, lumber and panel products manufacturing unit at Nkok SEZ in Gabon, West Africa.

Your Company also has one overseas joint venture namely Greenply Alkemal (Singapore) Pte. Ltd. (a joint venture company of Greenply Industries Limited, India through its wholly owned subsidiary Greenply Trading Pte.Ltd., Singapore and Alkemal Singapore Pte. Ltd., Singapore) engaged in the business of trading and marketing of commercial veneers and panel products. Further, the joint venture Company also control the Myanmar based Company, which is engaged in the business of manufacturing and trading of veneer and lumber.

The statement in form AOC-1 containing the salient features of the financial statements of subsidiaries/ associate companies/joint ventures pursuant to first proviso to sub-section (3) of section 129 read with rule 5 of Companies (Accounts) Rules, 2014 is annexed to this Report. Further, the contribution of Greenply Trading Pte. Ltd., Singapore, Greenply

Holdings Pte. Ltd., Singapore and Greenply Middle East Limited, Dubai, UAE, wholly owned subsidiaries to overall performance of the Company during the year under review is mentioned in Note no. 4.1 ofthe Consolidated Financial Statements.

CHANGE(S) IN THE NATURE OF BUSINESS

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

CONSOLIDATED FINANCIAL STATEMENTS

For the period under review, the Company has consolidated the financial statements of its wholly owned subsidiaries viz. Greenply Trading Pte. Ltd., Singapore, Greenply Holdings Pte. Ltd., Singapore and Greenply Middle East Limited, Dubai (UAE). 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 has been placed on the website of the Company, www.areenplv.com. Further, as per fourth proviso of the said section, audited annual accounts of the subsidiary companies and Joint Venture Company have also been placed on the website of the Company, www.areenplv.com. Shareholders interested in obtaining a copy of the audited annual accounts of the subsidiary companies and JointVenture Company may write to the Company Secretary at the Company''s registered office. A statement containing salient features of the financial statements of subsidiary/associate companies/joint venture in form AOC -1 is annexed to this Report.

CREDIT RATING

During the year "Credit Analysis and Research Ltd. (CARE)"and "India Ratings & Research" have reaffirmed our external credit rating for both long term and short term borrowings as detailed below:

Rating Agency	Instrument	Rating
CARE	Banking Facilities - Long Term	CARE AA-
CARE	Banking Facilities - Short Term	CAREA1
CARE	Short Term Debt (including Commercial Paper)	CAREA1
India Ratings & Research	Banking Facilities - Long Term	IND AA-
India Ratings & Research	Banking Facilities - Short Term	INDA1
India Ratings & Research	Short Term Debt (including Commercial Paper)	INDA1

Above credit rating reflects Company''s commitment and capability to persistent growth through prudence and focus on financial discipline.

DIVIDEND

Your Directors recommend a final dividend of 60%

i.e. Rs, 0.60 per equity share (previous year 60% i.e. Rs, 0.60 per equity share of Rs, 1/-) on the Company''s 122627395 equity shares of Rs, 1/- each for financial year 2016-17. The final dividend on the equity shares, if declared as above, would involve an outflow of Rs, 735.76 lacs towards dividend and Rs, 149.78 lacs towards dividend distribution tax, resulting in a total outflow ofRs, 885.54 lacs.

TRANSFERTO RESERVES

Your Directors propose to transfer Rs, 6500 lacs to the General Reserve.

CHANGES IN SHARE CAPITAL

Pursuant to a special resolution passed by the members of the Company, through postal ballot voting (including e-voting) process on 31st July, 2016 (the last date specified by the Company for receipt of duly completed postal ballot forms or e-voting), for issuance of equity shares including convertible bonds/ debentures through Qualified Institutional Placement (QIP) and / or depository receipts and / or any other modes for an amount not exceeding Rs, 1000 million, the Company has issued and allotted 19,45,525 equity shares of face value of Rs, 1 each through QIP to Qualified Institutional Buyers at the issue price of Rs, 257 per equity share, aggregating to Rs, 49,99,99,925. Accordingly, issued, subscribed & paid up share capital of the Company has been increased from Rs, 1206.82 lacs (12,06,81,870 equity shares ofRs, 1 each) to Rs, 1226.27 lacs (12,26,27,395 equity shares ofRs, 1 each). The objects of the QIP was to use the gross proceeds of the issue for the purpose of setting-up new MDF manufacturing unit in Chittoor, Andhra Pradesh. Pursuant to Regulation 32 ofthe Listing Regulations, your directors confirm thatthere has been no deviation in the use of QIP proceeds from the objects stated in the Placement Document dated August 12,2016.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

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

The Board of Directors at their meeting held on 24th January, 2017, subject to approval of members ofthe Company has accorded their approval to re-appoint Mr. Shiv Prakash Mittal as the Executive Chairman of the Company for a further period of 5 years w.e.f. 01.02.2017 on the existing terms and conditions including remuneration. During the proposed tenure commencing w.e.f. 01.02.2017, Mr. Shiv Prakash Mittal would be attaining the age of 70 years and hence, his re-appointment would require approval of members ofthe Company by way of passing of special resolution in terms of Part I of Schedule V of the Companies Act, 2013. The same was recommended to the Board of Directors by the Nomination and Remuneration Committee at its meeting held on 24th January, 2017. The detailed terms and conditions including remuneration have been mentioned in the Notice convening 27th Annual General Meeting. Further, the details of Mr. Shiv Prakash Mittal [DIN: 00237242] as required under Listing Regulations and SS-2 have also been provided in the Corporate Governance Report and the Notice of 27th Annual General Meeting.

During the year under review, the Company has received all necessary approvals from the concerned authorities regarding re-appointment of Mr. Shobhan Mittal [DIN: 00347517] as a Joint Managing Director & CEO of the Company for a period of five years with effect from September 1,2016.

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

DECLARATION BY INDEPENDENT DIRECTORS

The Independent Directors of the Company have given their declarations to the Company to the effect of meeting the criteria of independence as provided in Section 149 (7) read with Section 149(6) of the Companies Act, 2013 and Listing Regulations.

MEETINGS OF THE BOARD OF DIRECTORS

Six (6) Board Meetings were held during the financial year ended 31st March, 2017. The details ofthe Board Meetings with regard to their dates and attendance of each ofthe Directors there at have been provided in the Corporate Governance Report.

PERFORMANCE EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and Listing Regulations, the Board has carried out the annual performance evaluation of the Directors individually as well as evaluation of the working ofthe Board and ofthe Committees ofthe Board, by way of individual and collective feedback from Directors.

Pursuant to Para VII of Schedule IV ofthe Companies Act, 2013 and Listing Regulations, a meeting ofthe Independent Directors ofthe Company was convened on March 16,2017 to perform the following:

- review the performance of non-independent directors and the Board as a whole;

- review the performance of the Chairperson of the Company, taking into account the views of executive directors and non-executive directors;

- Assess the quality, quantity and timeliness of flow of information between the Company management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

Further, the Nomination and Remuneration Committee also evaluated the performance of all the directors ofthe Company.

The criteria for evaluation are briefly provided below:

a. For Independent Directors:

- General parameters

- Roles & responsibilities to be fulfilled as an Independent director

- Participation in Board process.

b. For Executive & Non-executive Directors:

- Governance

- Strategy

- Stakeholder focus

- Communication & influence

- Quality or capability

- Performance improvement

- Financial & riskawareness

The Directors expressed their satisfaction with the evaluation process.

FAMILIARISATION PROGRAMME

The details of the familiarisation programme undertaken have been provided in the Corporate Governance Report along with the web link thereof.

MANAGERIAL REMUNERATION

As per the provisions of Section 197 of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of managerial personnel) Rules, 2014, the Company is required to disclose the following information in the Board''s Report.

(a) ratio ofthe remuneration of each director to the median remuneration ofthe employees ofthe Company for the financial year;

Name	Designation	Ratio to median remuneration of employees
Mr. Shiv Prakash Mittal	Executive Chairman	347.45
Mr. Rajesh Mittal	Managing Director	339.60
Mr. Shobhan Mittal	Joint Managing Director & CEO	228.83
Mr. Moina Yometh Konyak	Non-executive Director	6.42
Mr. Susil Kumar Pal	Independent Director	6.42
Mr. Vinod Kumar Kothari	Independent Director	6.42
Mr. Anupam Kumar Mukerji	Independent Director	6.42
Ms. Sonali Bhagwati Dalai	Independent Director	6.42
Mr. Upendra Nath Challu	Independent Director	6.42

(b) percentage increase in remuneration of each director. Chief Financial Officer, Chief Executive Officer, Company Secretary or Manager, if any, in the financial year;

Name	Designation	% increase
Mr. Shiv Prakash Mittal	Executive Chairman	05.32
Mr. Rajesh Mittal	Managing Director	05.45
Mr. Shobhan Mittal	Joint Managing Director & CEO	-19.21
Mr. Moina Yometh Konyak	Non-executive Director	00.00
Mr. Susil Kumar Pal	Independent Director	00.00
Mr. Vinod Kumar Kothari	Independent Director	00.00
Mr. Anupam Kumar Mukerji	Independent Director	00.00
Ms. Sonali Bhagwati Dalai	Independent Director	00.00
Mr. Upendra Nath Challu	Independent Director	00.00
Mr. Vishwanathan Venkatramani	Chief Financial Officer	06.00
Mr. Kaushal Kumar Agarwal	Company Secretary & Vice President-Legal	08.00

(c) percentage increase in the median remuneration of employees in the financial year 2016-17;

06.58

(d) number of permanent employees on the rolls of Company;

3451

(e) average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration;

7.81% (non-Managerial personnel) - 1.37% (Managerial Personnel)

(f) We hereby affirm that the remuneration paid to the Executives is as per the Remuneration Policy of the Company approved by the Board of Directors.

(g) Managing Directors and Whole-time Directors ofthe Company do not receive any commission from its subsidiary companies. However, Mr. Shobhan Mittal, Joint Managing Director &

CEO of the Company is drawing remuneration from Greenply Trading Pte. Ltd., WOS of the Company.

All elements of remuneration package as required under Listing Regulations have been provided in the Corporate Governance Report.

STATUTORY AUDITORS AND THEIR REPORT

As per the provisions of Section 139 ofthe Companies Act 2013, the term of office of M/s. D. Dhandaria & Company, Chartered Accountants (Firm Registration no. 306147E), as Statutory Auditors of the Company will conclude from the close of the forthcoming Annual General Meeting ofthe Company.The Board of Directors places on record its appreciation for the services rendered by M/s. D. Dhandaria & Company as the Statutory Auditors ofthe Company.

Subject to the approval of the Members, the Board of Directors of the Company has recommended the appointment of M/s. B S R & Co. LLP, Chartered Accountants (ICAI Firm Registration No. 101248W/W-100022) as the Statutory Auditors of the Company pursuant to Section 139 of the Companies Act, 2013. Members''attention is drawn to a Resolution proposing the appointment of M/s. B S R & Co. LLP, Chartered Accountants (ICAI Firm Registration No. 101248W/W-100022) as Statutory Auditors of the Company which is included at Item No.4 ofthe Notice convening the Annual General Meeting.

The Notes on Financial Statements referred to in the Auditors'' Report are self-explanatory and, therefore, do not call for further clarification. The Auditor''s Report for Financial Year ended March 31, 2017 does not have any qualifications.

COST AUDITORS

During the year under review, cost audit was not applicable to the Company.

INTERNAL AUDITOR

The Company has in-house Internal Audit team headed by qualified and experienced Executive. The scope, functioning, periodicity and methodology for conducting internal audit were approved by the Board of Directors and reviewed by the Audit Committee from time to time. Further, the Audit committee discussed and reviewed the adequacy of internal audit function, including the structure of the internal audit department, staffing and seniority of the official, heading the department, reporting structure coverage and frequency of internal audit.

SECRETARIAL AUDITOR

The Board of Directors of the Company had appointed M/s. Nidhi Bagri & Company, Practising Company Secretary (Membership No. ACS 24765/COP No.9590), Kolkata, to conduct Secretarial Audit for the financial year 2016-17. The Secretarial Audit Report of M/s. Nidhi Bagri & Company, Practising Company Secretary, in Form MR-3, for the financial year ended 31 st March, 2017, is annexed to this report.

RESPONSE TO SECRETARIAL AUDITOR''S OBSERVATION

It has been observed by the Secretarial Auditor that during the financial year 2016-17, the Company has spent Rs, 226.84 Lacs towards CSR activities, which is less than 2% ofthe average net profit of last 3 financial years. In response to the same, your Company would like to submit that during the year under review, the Company has undertaken CSR activities directly and through its Trust namely GREENPLY FOUNDATION. The Trust has utilized unspent amount lying with it as on 31.03.2016 for the CSR activities. Further, to maintain the integrity of CSR expenditure, the Company has transferred Rs, 240.00 lacs to the Trust during FY 2016-17. The Company has spentRs, 226.84 lacs towards CSR activities (directly and through Trust-Greenply Foundation) during the year, which is less than the minimum allocation of CSR being 2% of the average net profit of last 3 financial years amounting to Rs, 307.26 lacs in total. Though the Company has actually contributed more than the aforesaid amount of minimum allocation during FY 2016-2017, however, the same could not be fully utilized by few Implementing Agencies as on 31.03.2017. The Trust has also earned Rs, 7.01 lacs on temporary investment with Banks during FY

2016-17. The unutilized fund lying with the Trust as on 31.03.2017 amounting to Rs, 144.84 lacs (net of liabilities ofRs, 0.45 lacs) and unutilized fund lying with the Implementing Agencies as on 31.03.2017 will be used for CSR activities along with fresh funding, if any, from the Company, during FY 2017-18. The Company is committed to the underlying intent of CSR and is optimistic of meeting its obligations under section 135 of the Companies Act, 2013 and thereby make a positive impact on the society.

AUDIT COMMITTEE

The Company''s Audit Committee comprises of four Non-Executive Independent Directors viz. Mr. Susil Kumar Pal, Mr. Vinod Kumar Kothari, Mr. Anupam Kumar Mukerji and Mr. Upendra Nath Challu and two Executive-Promoter Directors viz. Mr. Rajesh Mittal and Mr. Shobhan Mittal.The Committee inter-alia reviews the Internal Control System, reports of Internal Auditors, compliance of various regulations and evaluates the internal financial controls and risk management system ofthe Company.The Committee also reviews at length the Financial Statements and results before they are placed before the Board. The terms of reference of the Audit Committee and other details have been provided in the Corporate Governance Report.

VIGIL MECHANISM

In pursuance to the provisions of section 177(9) & (10) of the Companies Act, 2013 and erstwhile equity listing agreement, a vigil mechanism or ''Whistle Blower Policy'' for directors and employees to report genuine concerns had been established and implemented. The policy safeguards the whistle blowers to report concerns or grievances and also provides a direct access to the Chairman ofthe Audit Committee. During theyear under review none ofthe personnel has been denied access to the Chairman of the Audit Committee. The policy has been uploaded on the website ofthe Company and is available at the weblink at http://www.areenplv.com/imaaes/pdf/ Vigil Mechanism Policv.pdf.

NOMINATION AND REMUNERATION COMMITTEE

The Company''s Nomination and Remuneration Committee comprises of three Non-Executive Independent Directors viz. Mr. Susil Kumar Pal, Mr. Vinod Kumar Kothari, Mr. Anupam Kumar Mukerji and one Executive-Promoter Director Mr. Shiv Prakash Mittal. The Remuneration Policy of the Company is uploaded on the website ofthe Company. The weblink is http://www.areenplv.com/imaaes/ pdf/Greenplv-remuneration-policv.pdf. The terms of reference and other details of the Nomination and Remuneration Committee has also been provided in the Corporate Governance Report. However, brief outline ofthe Remuneration Policy is as follows:

The Remuneration Policy applies to all the "Executives" of the Company.The Policy also helps the Company to attain Board diversity and creates a basis for succession planning. In addition, it is intended to ensure that-

a) theCompanyisabletoattract.developand retain high-performing and motivated Executives in a competitive international market;

b) the Executives are offered a competitive and market aligned remuneration package, with fixed salaries being a significant remuneration component.as permissible underthe Applicable Law;

c) remuneration ofthe Executives are aligned with the Company''s business strategies, values, key priorities and goals.

In framing the aforesaid Remuneration Policy, the Nomination and Remuneration Committee ensures that a competitive remuneration package for all Executives is maintained and is also benchmarked with other companies operating in national and global markets.

The nomination of the Independent Directors of the Company shall be in accordance with the principles as stated under the said Policy.

The assessment for Functional Heads are done on the basis of below parameters by the concerned interview panel ofthe Company -

a) Competencies

b) Capabilities

c) Compatibility

d) Commitment

e) Character

f) Strong interpersonal skills

g) Culture among others.

The various remuneration components would be combined to ensure an appropriate and balanced remuneration package.

The five remuneration components are -

- fixed remuneration (including fixed supplements)

- performance based remuneration (variable salary)

- pension schemes, where applicable

- other benefits in kind

- severance payment, where applicable

The fixed remuneration is determined on the basis of the role and position of the individual, including professional experience, responsibility, job complexity and local market conditions.

The performance-based remuneration motivates and rewards high performers who significantly contribute to sustainable results, perform according to set expectations for the individual in question, and generates stakeholder value within the Group.

Any fee/remuneration payable to the Non-Executive directors ofthe Company shall abide by the following norms -

i. If any such director draws or receives, directly or indirectly, by way of fee/remuneration any such sums in excess ofthe limit as prescribed or without the prior sanction, where it is required, under the Applicable law such remuneration shall be refunded to the Company and until such sum is refunded, hold it in trust for the Company. The Company shall not waive the recovery of any sum refundable to it;

ii. Such directors may receive remuneration by way of fee for attending meetings of the Board or Committee thereof or for any other purpose whatsoever as may be decided by the Board, as permissible under Applicable law;

iii. An independent director shall not be entitled to any stock option and may receive remuneration only by way of fees and reimbursement of expenses for participation in meetings of the Board or Committee thereof and profit related commission, as may be permissible by the Applicable law.

Apart from above, the Policy also entitles Executives to a severance fee.

STAKEHOLDERS RELATIONSHIP COMMITTEE

The Stakeholders Relationship Committee comprises two Promoter Directors viz. Mr. Rajesh Mittal and Mr. Shobhan Mittal and two Non-Executive Independent Directors viz. Mr. Anupam Kumar Mukerji and Mr. Susil Kumar Pal. The detailed terms of reference and other details ofthe Committee has been provided in the Corporate Governance Report.

RISK MANAGEMENT POLICY

On the basis of riskassessment criteria,yourCompany has identified risks as minor/moderate/important/ material or severe depending on their impact on turnover, profit after tax and return on capital employed. A risk library wherein the Company has allotted scores to the risks based on risk significance and risk likelihood. On the basis of risk scores the Company has identified few material risks for the organisation. The risks scores were initially done at the level of Operational Heads of Finance & Accounts, Sales, Production and HR and finally assessment was done based on scores given by an internal committee of the Company. However, the risks are dynamic and the Company will be adding new risks and removing some ofthe existing risks as and when the Company develop solutions for the existing risks. Accordingly, the Company has in place a mechanism to identify, assess, monitor and mitigate various risks to key business objectives. The Audit Committee of the Board evaluating risks management policy of the company on quarterly basis.

EXTRACT OF THE ANNUAL RETURN

The extract of Annual Return as required under section 134(3) (a) of the Companies Act, 2013 read with Rule 12(1) ofthe Companies (Management and Administration) Rules, 2014 in Form No. MGT-9, is annexed to this Report.

MATERIAL CHANGES AND COMMITMENTS

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

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS/COURTS/TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND THE COMPANY''S OPERATIONS IN FUTURE

As such there is no significant and material order has been passed by any Regulator/Court/Tribunals impacting the going concern status and the Company''s operation in future.

INTERNAL FINANCIAL CONTROLS

Your Company has, in all material respects, an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting are operating effectively based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control. Your Company had laid down guidelines.

policies, procedures and structure for appropriate internal financial controls across the company. These control processes enable and ensure orderly and efficient conduct of Company''s business, including safeguarding of assets, prevention and detection of frauds and errors, the accuracy and completeness of the accounting records and timely preparation & disclosure of financial statements. Reviewand control mechanisms are built in to ensure that such control systems are adequate and operating effectively. The Audit Committee evaluated the internal financial controls based on the following criteria:

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 ofthe 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.

A report on the internal financial controls under clause (i) of sub-section 3 of Section 143 of the Companies Act, 2013 issued by M/s. D. Dhandaria & Company, Chartered Accountants, Statutory Auditors of the Company is attached with their Independent Auditor''s report and the same is self-explanatory.

INDIAN ACCOUNTING STANDARDS (IND AS) -IFRS CONVERGED STANDARDS

Your Company has adopted Ind AS with effect from April 1,2016 pursuant to Ministry of Corporate Affairs notification dated February 16, 2015 notifying the Companies (Indian Accounting Standard) Rules, 2015.

INSURANCE

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

PARTICULARS OF LOANS/ADVANCES/ INVESTMENTS AS REQUIRED UNDER SCHEDULE V OFTHE LISTING REGULATIONS

The details of related party disclosures with respect to loans/advances/investments at the year end and maximum outstanding amount thereof during the year as required under Part A of Schedule V of the Listing Regulations have been provided in the notes to the Financial Statements ofthe Company.

LOANS/ADVANCES, GUARANTEE AND INVESTMENTS UNDER SECTION 186 OFTHE COMPANIES ACT, 2013

Details of loans/advances granted, guarantees given and investments made during the year under review, covered under the provisions of Section 186 of the Companies Act, 2013 are annexed to this Report.

DEPOSITS

During the financial year 2016-17, the Company did not invite or accept any deposits from the public under Section 76 ofthe Companies Act, 2013.

RELATED PARTY TRANSACTIONS

There are no materially significant related party transactions made by the Company which may have potential conflict with the interest of the Company. Related party transactions that were entered into during the year under review were on arm''s length basis and were in ordinary course of business. The Particulars of material related party transaction is provided in Form AOC-2 as required under section 134(3)(h) ofthe Companies Act, 2013 read with Rule 8(2) ofthe Companies (Accounts) Rules, 2014. Further, suitable disclosure as required by the Accounting Standards (Ind AS 24) has been made in the notes to the Financial Statements. The Board has approved a policy for related party transactions which has been uploaded on the Company''s website. The web link as required under Listing Regulations is as under: http://www.greenplv.com/images/pdf/Related-Partv-Transaction(s)-Policv.pdf

CORPORATE GOVERNANCE

Your Company is committed to observe good Corporate Governance practices. The report on Corporate Governance for the financial year ended March 31, 2017, as per Regulation 34(3) read with Schedule V of the Listing Regulations forms part of this Annual Report and annexed to this Report. The requisite certificate from Statutory Auditors, M/s.

D. Dhandaria & Company, Chartered Accountants confirming compliance with the conditions of corporate governance, is attached to this Report on Corporate Governance.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Report on Management Discussion and Analysis Report as required under Listing Regulations forms part of this Annual Report and is annexed to this Report. Certain Statements in the said report may be forward looking. Many factors may affect the actual results, which could be different from what the Directors envisage in terms ofthe future performance and outlook.

POLICY ON SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

The Company has in place a Policy on prevention of Sexual Harassment in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. There were no complaints pending for the redressal at the beginning of the year and no complaints received during the financial year.

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 to this Report.

CORPORATE SOCIAL RESPONSIBILITY

During the year under review, the Company has undertaken CSR activities directly and through its Trust namely GREENPLY FOUNDATION. The Trust has utilized unspent amount lying with it as on 31.03.2016 for the CSR activities. Further, to maintain the integrity of CSR expenditure, the Company has transferred Rs, 240.00 lacs to the Trust during FY 2016-17. The Company has spent Rs, 226.84 lacs towards CSR activities (directly and through Trust-Greenply Foundation) during the year, which is less than the minimum allocation of CSR being 2% ofthe average net profit of last 3 financial years amounting to Rs, 307.26 lacs in total. Though the Company has actually contributed more than the aforesaid amount of minimum allocation during FY 2016-2017 , however, the same could not be fully utilized by few Implementing Agencies as on 31.03.2017. The Trust has also earned Rs, 7.01 lacs on temporary investment with Banks during FY 2016-17. The unutilized fund lying with the Trust as on 31.03.2017 amounting to Rs, 144.84 lacs (net of liabilities of Rs, 0.45 lacs) and unutilized fund lying with the Implementing Agencies as on 31.03.2017 will be used for CSR activities along with fresh funding, if any, from the Company, during FY 2017-18. The Company is committed to the underlying intent of CSR and is optimistic of meeting its obligations under section 135 of the Companies Act, 2013 and thereby make a positive impact on the society. In compliance with requirements of Section 135 of the Companies Act, 2013, the Company has a CSR Policy. The composition of the Committee, contents of CSR Policy and report on CSR activities carried out during the Financial Year ended 31st March, 2017 in the format prescribed under Rule 9 of the Companies (Accounts) Rules, 2014 is annexed to this Report.

DIRECTORS''RESPONSIBILITY STATEMENT

In terms of provisions of Section 134(5) of the Companies Act, 2013, your directors state that:

(i) in the preparation of the annual financial statements for the financial year ended March 31, 2017, the applicable accounting standards had been followed along with proper explanation relating to material departures, if any;

(ii) the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs ofthe company at the end ofthe financial year and ofthe profit of the company for that period;

(iii) the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

(iv) the directors had prepared the annual accounts on a going concern basis;

(v) the directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively and

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

CEO AND CFO CERTIFICATION

Pursuant to the Listing Regulations, the CEO and CFO certification is attached with the Annual Report. The Joint 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 ofthe Listing Regulations.

CODE OF CONDUCT FOR DIRECTORS AND SENIOR MANAGEMENT PERSONNEL

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

COMPLIANCE CERTIFICATE REGARDING COMPLIANCE OF CONDITIONS OF CORPORATE GOVERNANCE

The certificate received from M/s. D. Dhandaria & Company, Chartered Accountants (Firm Registration no. 306147E), Statutory Auditors of the Company, to the effect of compliance of conditions of Corporate Governance as required under Schedule V of the Listing Regulations is annexed with the Report.

BUSINESS RESPONSIBILITY REPORT

The Business Responsibility Report, describing the initiatives taken by the Company during the period under review from an environmental, social and governance perspective, has been annexed to this Report in the format suggested under the Listing Regulations.

FRAUD REPORTING

There have been no frauds reported by the Auditors ofthe Company to the Audit Committee or the Board of Directors under sub-section (12) of section 143 of the Companies Act, 2013 during the financial year.

DISCLOSURES WITH RESPECT TO DEMAT SUSPENSE ACCOUNT/ UNCLAIMED SUSPENSE ACCOUNT

The relevant details in this regard have been provided in the Corporate Governance Report annexed to this Report.

PARTICULARS OF EMPLOYEES

The information required under section 197 ofthe Companies Act, 2013 read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed to this Report.

ACKNOWLEDGEMENTS

Your Directors place on record their sincere thanks and appreciation for the continuing support of financial institutions, consortium of banks, vendors, clients, investors. Central Government, State Governments and other regulatory authorities. The Directors also place on record their heartfelt appreciation for the commitment and dedication ofthe employees ofthe Company across all the levels who have contributed to the growth and sustained success ofthe Company.

Forand on behalf ofthe Board of Directors

Shiv Prakash Mittal

Executive Chairman

DIN: 00237242

Place: Kolkata

Date: May 29, 2017

---

Mar 31, 2015

The Members,

The Directors have pleasure in presenting their 25th Annual Report on the business and operations of the Company along with the Audited Accounts of the Company for the Financial Year ended March 31, 2015.

FINANCIAL HIGHLIGHTS

The financial performance of your Company, for the year ended March 31,2015 is summarized below:

(Rs. in lacs) Particulars 2014-15 2013-14 Standalone Consolidated Standalone Consolidated

Turnover 156058.41 156058.41 215802.05 221511.49

Profit before finance charges, Tax, 20600.48 20841.69 26523.72 27257.93 Depreciation/Amortization (PBITDA)

Less : Finance Charges 3591.30 3591.30 5829.46 6017.22

Profit before Depreci ation/Amortization (PBTDA) 17009.18 17250.39 20694.26 21240.71

Less : Depreciation 4706.11 4706.11 5756.86 5957.22

Net Profit before Excep tional Item and Taxation 12303.07 12544.28 14937.40 15283.49

Exceptional Items - Loss/(Gain) (1575.53) (1575.53) - -

Net Profit before Taxation (PBT) 13878.60 14119.81 14937.40 15283.49

Provision for taxation 1696.87 1696.87 3490.73 3525.70

Minority Interest - - - 0.55

Profit/(Loss) after Taxation (PAT) 12181.73 12422.94 11446.67 11757.24

Provision for proposed dividend 724.09 724.09 724.09 724.09

Dividend tax 147.41 147.41 123.06 123.06

Transfer to General Reserve 6500.00 6500.00 1400.00 1400.00

RESULT OF OPERATIONS AND THE STATE OF COMPANY''S AFFAIRS

During the year under review, your Company posted a stable performance with revenue of Rs. 156425.04 lacs. Profit for the year 2014-15 was Rs. 12181.73 lacs.

Exports during the year 2014-15 was Rs. 586.71 lacs. The Company is trying to locate new export markets for its products and see good potential for growth in the exports business. As per the consolidated financial statements, the revenue from operation and profit for the year 2014- 15 were Rs. 156425.04 lacs and Rs. 12422.94 lacs respectively.

In respect of manufacture of new value added products in the Company''s existing MDF Unit at Pantnagar, Uttarakhand, your Company has started commercialproduction of ''laminated wooden flooring''.

Your Company is the preferred partner of choice for a large number of office and home builders. It has a comprehensive product portfolio of servicing clients under its various brands. Your company also focused on the value added products to improve margin.

During 2014-15, your Company continued its efforts in the area of product integration and deeper market penetration. Your Company is present across different price points to cater to all customers across the high-end, mid-market and value-for-money segments.

OUTLOOK AND EXPANSION

The Company''s outlook remains favourable on account of its product integration capabilities, increasing brand visibility and the continuous support from its stakeholders. The Company''s pan-India distribution network ensures easy availability of products in almost every part of India. With the emerging positive sentiment in the market-place owing to conducive investment climate the product categories in which the organization is currently operating will see healthy growth in the coming years. Greenply is currently operating primarily in the structural sphere of interior infrastructure domain with almost all the products in its basket catering to the structural needs of the customers.

A growing middle class in India seeks new wood products, especially in the sustainable green wood segment. Reconstituted wood products, such as plywood, board, particleboard and medium density fibreboards are likely to be used increasingly by consumers, real estate developers, furniture makers, railways and defence, among others. Innovations and use of technology shall help the wood industry to grow profitably, and leverage opportunities in the future.

Strong growth trends in the housing and real estate sectors makes us believe that the organization can reap further benefits in form of sustainable revenue growth and improved profitability by exploring diversification opportunities in areas where a latent but high potential demand is present.

In respect of setting-up of the new MDF Unit in Andhra Pradesh, necessary steps are being taken to obtain various statutory approvals/licenses and technical discussions are in progress with various agencies to set up the unit. Further, in respect of manufacture of new value added products in the Company''s existing MDF Unit at Pantnagar, Uttarakhand, the civilconstruction work and installation of machineries have been completed for the new production lines of UV Coated Panels and the trial production is in process.

Your Company has decided to start new business venture of trading in wallpaper of different categories to be sourced from various overseas suppliers and marketed in India under the Company''s brand. Indian wallpaper market is currently estimated to be worth Rs. 800 Crores growing at a CAGR of 20%. Retail segment constitutes 46% of the totalmarket size and the balance 54% comes from sales in the Institutional segment. Globally, wallpapers have emerged as a strong substitute for textured paints.

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

SUBSIDIARIES AND JOINT VENTURE

The Company had incorporated a subsidiary viz. Greenply Industries (Myanmar) Pvt. Ltd. in Myanmar and obtained approval of the Myanmar Investment Commission to set-up a veneer or veneer cum plywood unit. Greenply Industries (Myanmar) Pvt. Ltd. has commenced commercial production of "CommercialVeneers". Further, GREENPLY ALKEMAL (SINGAPORE) PTE. LTD. (a joint venture company of Greenply Industries Limited, India and Alkemal Singapore Pte. Ltd., Singapore) was incorporated on 14.05.2014 as a Private Limited Company in Singapore. The said Joint Venture Company is equally owned (50:50 investments owned directly or through subsidiary/ affiliates) by Greenply Industries Limited and Alkemal Singapore Pte. Limited. The Joint Venture Company has started its business and subject to necessary regulatory approvals, will acquire and own 100% share of Greenply Industries (Myanmar) Pvt. Ltd. Company''s wholly owned subsidiary. Greenply Trading Pte. Ltd., Singapore was incorporated with an objective to carry on the business of manufacturing and trading of Plywood, veneers, MDF, wooden flooring & allied products and investments in companies manufacturing and trading said products. The Company is exploring market for trading of Plywood, veneers, MDF, wooden flooring & allied products through its wholly owned subsidiary, Greenply Trading Pte. Ltd., Singapore.

CHANGE(S) IN THE NATURE OF BUSINESS AND COMPOSITE SCHEME OF ARRANGEMENT

During the year under review, the Hon''ble Gauhati High Court has, on October 31, 2014, approved the composite Scheme of Arrangement under Sections 100 to 104 and 391 to 394 of the Companies Act, 1956 between Greenply Industries Limited ("Greenply") and Greenlam Industries Limited ("Greenlam") and their respective shareholders and creditors, for demerger of the Decorative Business (comprising of Laminates and Allied Products) of Greenply with all its assets and liabilities, into Greenlam with effect from April 01, 2013 (Appointed Date). The Scheme was effective w.e.f. November 17, 2014 i.e. the date of filing of the certified copy of the order of the Hon''ble Gauhati High Court with the Registrar of Companies, Shillong. Consequent to the scheme becoming effective, shareholders of Greenply Industries Limited were allotted one fully paid up equity share of Rs. 5 each of Greenlam Industries Limited for every one equity share held by them in the Company as on the record date i.e., 27th November, 2014. Further, the existing equity capital of Greenlam Industries Limited which was fully held by Greenply Industries Limited was cancelled and Greenlam Industries Limited has ceased to be a subsidiary of the Company.

Pursuant to the said Scheme, 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 Indian subsidiary viz. Greenlam VT Industries Pvt. Ltd. were transferred to Greenlam Industries Limited and have ceased to be subsidiaries of the Company.

CONSOLIDATED FINANCIAL STATEMENTS

For the period under review, the Company has consolidated its subsidiary viz., Greenply Trading Pte. Ltd., Singapore. The financial statements of the Company''s Wholly owned subsidiary Greenply Industries (Myanmar) Pvt. Ltd., Myanmar has not been considered for consolidation in the current year since the control over the same is intended to be temporary and held exclusively with a view to its subsequent disposal in the near future. 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 financialstatements has been placed on the website of the Company, www.greenply.com. Further, as per fourth proviso of the said section, audited annualaccounts of each of the subsidiary companies and Joint Venture Company have also been placed on the website of the Company, www.greenply.com. Shareholders interested in obtaining a copy of the audited annual accounts of the subsidiary companies and Joint Venture Company may write to the Company Secretary at the Company''s registered office. A statement containing salient features of the financial statement of subsidiaries/ associate companies/joint ventures is annexed to this report.

CREDIT RATING

The Credit Analysis and Research Ltd. (CARE) has reaffirmed and removed from credit watch the following credit rating(s) of the Company:

Rating Agency Instrument Rating

CARE Banking Facilities - Long Term CARE A

CARE Banking Facilities - Short Term CARE A1

CARE Short Term Debt (including CARE A1

Commercial Paper)

This consistency in rating reflects Company''s commitment and capability to persistent growth through prudence and focus on financial discipline.

DIVIDEND

Your Directors recommend a finaldividend of 60% i.e. Rs. 3.00 per share (previous year Rs. 3.00 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 involve an outflow of Rs. 724.09 lacs towards dividend and Rs. 147.41 lacs towards dividend tax, resulting in a totaloutflow of Rs. 871.50 lacs.

TRANSFER TO RESERVES

Your Directors propose to transfer Rs. 6500 lacs to the General Reserve.

CHANGES IN SHARE CAPITAL

During the year under review, there was no change in the share capital of the Company.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

During the year under review, Mr. Saurabh Mittal who was Joint Managing Director & CEO of the Company, relinquished the office of the Company w.e.f. the close of the working hours of November 10, 2014.

Mr. Shobhan Mittal has been designated as Joint Managing Director & CEO of the Company w.e.f. February 5, 2015.

In accordance with the provisions of the Companies Act, 2013 and the Articles of Association of the Company, Mr. Moina Yometh Konyak, non-executive director of the Company, will retire by rotation at the ensuing Annual General Meeting and is eligible for re- appointment. Details of Mr. Moina Yometh Konyak as required under Clause 49 (VIII) (E) (1) of equity listing agreement is provided in the Corporate Governance Report and notice of 25th Annual General Meeting.

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

DECLARATION BY INDEPENDENT DIRECTORS

The Independent Directors of the Company have given the declaration to the Company that they meet the criteria of independence as provided in sub-section (6) of Section 149 of the Companies Act, 2013 and Clause 49 of the equity listing agreement.

MEETINGS OF THE BOARD OF DIRECTORS

Four (4) Board Meetings were held during the financialyear ended 31st March, 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 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, by way of individual and collective feedback from Directors.

Pursuant to Para VII of Schedule IV of the Companies Act, 2013 and Clause 49(II)(B)(6) of the Equity Listing Agreement, a meeting of the Independent Directors of the Company was convened to perform the following:

Review the performance of non-independent directors and the Board as a whole;

Review the performance of the Chairperson of the Company, taking into account the views of executive directors and non- executive directors;

Assess the quality, quantity and timeliness of flow of information between the Company management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

Further, the Nomination and Remuneration Committee also evaluated the performance of all the directors of the Company.

The criteria for evaluation are briefly provided below:

a. For Independent Directors:

- General parameters

- Roles & responsibilities to be fulfilled as an Independent director

- Participation in Board process

b. For Executive & Non-executive Directors:

- Governance

- Strategy

- Stakeholder focus

- Communication & influence

- Quality or capability

- Performance improvement

- Financial & risk awareness

The Directors expressed their satisfaction with the evaluation process.

MANAGERIAL REMUNERATION

As per the provisions of Section 197 of the Companies Act, 2013 read with Companies (Appointment and Remuneration of managerial personnel) Rules, 2014, every listed company is required to disclose following information in the Board report.

(a) ratio of the remuneration of each director to the median remuneration of the employees of the Company for the financial year;

Name Designation Ratio to median remuneration of employees

Mr. Shiv Prakash Mittal Executive Chairman 312.16

Mr. Rajesh Mittal Managing Director 300.96

Mr. Shobhan Mittal Joint Managing Director & CEO 278.54

Mr. Moina Yometh Konyak Non-executive Director 8.00

Mr. Susil Kumar Pal Independent Director 8.00

Mr. Vinod Kumar Kothari Independent Director 8.00

Mr. Anupam Kumar Mukerji Independent Director 8.00

Ms. Sonali Bhagwati Dalal Independent Director 8.00

Mr. Upendra Nath Challu Independent Director 8.00

(b) percentage increase in remuneration of each director, Chief Financial Officer, Chief Executive Officer, Company Secretary or Manager, if any, in the financial year;

Name Designation % increase

Mr. Shiv Prakash Mittal Executive Chairman 17.74

Mr. Rajesh Mittal Managing Director 18.52

Mr. Shobhan Mittal Joint Managing Director & CEO 20.31

Mr. Moina Yometh Konyak Non-executive Director 33.33

Mr. Susil Kumar Pal Independent Director 33.33

Mr. Vinod Kumar Kothari Independent Director 33.33

Mr. Anupam Kumar Mukerji Independent Director 33.33

Ms. Sonali Bhagwati Dalal Independent Director 33.33

Mr. Upendra Nath Challu Independent Director 33.33

Mr. Vishwanathan Venkatramani Chief Financial Officer 38.29

Mr. Kaushal Kumar Agaal Company Secretary & Vice President-Legal 19.03

(c) percentage increase in the median remuneration of employees in the financial year;

32.24%

(d) number of permanent employees on the rolls of company;

3,524

(e) explanation on the relationship between average increase in remuneration and company performance;

The profit before tax for the financial year ended March 31, 2015 increased by 33.87% (on post-demerger basis) and the profit after tax for the financial year ended March 31, 2015 increased by 57.63% (on post-demerger basis), whereas the increase in median remuneration is 32.24%. The average increase in median remuneration is in line with the performance of the company.

(f) comparison of the remuneration of the Key Managerial Personnelagainst the performance of the company;

The total remuneration of KMP increased by 19.83%, whereas the profit before tax increased by 33.87% (on post-demerger basis) and the profit after tax increased by 57.63% (on post-demerger basis).

(g) average percentile increase already made in the salaries of employees other than the managerial personnelin the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration;

18.17% (non-Managerial personnel) 19.83% (Managerial Personnel)

(h) comparison of remuneration of each of the Key Managerial Personnel against the performance of the company;

Name Designation % increase Comparison

Mr. Shiv Prakash Mittal Executive Chairman 17.74 Profit before

Mr. Rajesh Mittal Managing Director 18.52 tax increased

Mr. Shobhan Mittal Joint Managing Director & CEO 20.31 by 33.87% and

Mr. Vishwanathan Venkat Chief Financial aramani Officer 38.29 Profit after tax

Mr. Kaushal Kumar Agarwal Company Secretary increased by & Vice President- 19.03 57.63% on Legal post-demerger basis).

(i) the key parameters for any variable component of remuneration availed by the directors;

Company''s financial results, the performance of the business unit, individual performance, skills and competence, fulfillment of various improvement targets or the attainment of certain financial objectives.

(j) the ratio of the remuneration of the highest paid director to that of the employees who are not directors but receive remuneration in excess of the highest paid director during the year; and

Nil

(k) We hereby affirm that the remuneration paid to the managerial and non-managerial personnel is as per the Remuneration Policy of the Company approved at the board meeting dated 18.07.2014.

STATUTORY AUDITORS AND THEIR REPORT

In compliance with the Companies (Audit and Auditors) Rules, 2014, M/s. D. Dhandaria & Company, Chartered Accountants, have been appointed as Statutory Auditors of the Company till the conclusion of Annual General Meeting for the financial year 2016-17, as approved by the members at their 24th Annual General Meeting held on 22nd August, 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 GeneralMeeting. Members are requested to ratify their appointment for the financial year 2015-16. The Company has received written consent and certificate from M/s. D. Dhandaria & Company, Chartered Accountants in keeping with the requirements of section 139 of Companies Act, 2013 and allied Rules thereunder.

The Notes on Financial Statements referred to in the Auditors'' Report are self-explanatory and, therefore, do not call for further clarification. The Auditor''s Report for Financial Year ended March 31, 2015 does not have any qualifications.

COST AUDITORS

During the year under review, cost audit was not applicable to the Company.

INTERNAL AUDITOR

The Company has in-house InternalAudit team headed by qualified and experienced Executive. The scope, functioning, periodicity and methodology for conducting internal audit were approved by the Audit Committee. Further, the Audit committee discussed and reviewed the adequacy of internal audit function, including the structure of the internal audit department, staffing and seniority of the official heading the department, reporting structure coverage and frequency of internal audit.

SECRETARIAL AUDITOR

The Board of Directors of the Company had appointed M/s. Nidhi Bagri & Company, Practising Company Secretary, Kolkata, to conduct Secretarial Audit for the financial year 2014-15. The Secretarial Audit Report of M/s. Nidhi Bagri & Company, Practising Company Secretary for the financial year ended 31st March, 2015, is annexed to this report.

RESPONSE TO SECRETARIAL AUDITOR''S OBSERVATION

It has been observed by the Secretarial Auditor that during the financialyear 2014-15, the Company has spent Rs. 10.68 Lacs towards CSR activities, which is less than 2% of the average net profit of last 3 financial years. In response to the same, your Company would like to submit that this being the first year of structured implementation of CSR initiatives, considerable time was spent on deciding on the CSR projects of interest to Company and putting systems in place to ensure effective implementation of CSR initiatives. Consequently, only a part of the year was available for implementation of CSR projects and a number of initiatives pertaining to the identified CSR projects are stillin the concept stage while the Company is continuing to fine-tune the execution process. Hence, the Company was unable to spend the entire allocated amount of Rs. 243.79 lakhs during the financial year 2014-2015. The Company is committed to the underlying intent of CSR and is optimistic of meeting its obligations under section 135 of Companies Act, 2013 and thereby make a positive impact on the society.

AUDIT COMMITTEE

The Company''s Audit Committee comprises four Non-Executive Independent Directors viz. Mr. Susil Kumar Pal, Mr. Vinod Kumar Kothari, Mr. Anupam Kumar Mukerji and Mr. Upendra Nath Challu and two Executive-Promoter Directors viz. Mr. Rajesh Mittaland Mr. Shobhan Mittal. The Committee inter alia reviews the Internal Control System and reports of InternalAuditors and compliance of various regulations. The Committee also reviews at length the Financial Statements and results before they are placed before the Board. The terms of reference of the Audit Committee has been provided in the Corporate Governance Report.

VIGIL MECHANISM

In pursuance to the provisions of section 177(9) & (10) of the Companies Act, 2013 and equity listing agreement, 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.

NOMINATION AND REMUNERATION COMMITTEE

The Company''s Nomination and Remuneration Committee comprises three

Non-Executive Independent Directors viz. Mr. SusilKumar Pal, Mr. Vinod Kumar Kothari, Mr. Anupam Kumar Mukerji and one Executive- Promoter Director Mr. Shiv Prakash Mittal. The 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 equity listing agreements is uploaded on the website of the Company. The web link is http://www.greenply.com/images/pdf/Greenply- remuneration-policy.pdf. The terms of reference of the Nomination and Remuneration Committee has also been provided in the Corporate Governance Report. However, brief outline of the Remuneration Policy is as follows:

The Remuneration policy applies to all the "Executives" of the Company. The Policy also helps the Company to attain Board diversity and create a basis for succession planning. In addition, it is intended to ensure that-

a) the Company is able to attract, develop and retain high-performing and motivated Executives in a competitive international market;

b) the Executives are offered a competitive and market aligned remuneration package, with fixed salaries being a significant remuneration component, as permissible under the Applicable Law;

c) remuneration of the Executives are aligned with the Company''s business strategies, values, key priorities and goals.

In determining the remuneration policy, the Nomination and Remuneration Committee ensures that a competitive remuneration package for allExecutives is maintained and is also benchmarked with other companies operating in national and global markets.

The nomination of the Independent Directors of the Company shall be in accordance with the principles as stated under the policy.

The assessment for Functionalhead willbe done on the basis of below parameters by the concerned interview panel of the Company -

a) Competencies

b) Capabilities

c) Compatibility

d) Commitment

e) Character

f) Strong interpersonal skills

g) Culture among others.

The various remuneration components would be combined to ensure an appropriate and balanced remuneration package.

The five remuneration components are - fixed remuneration (including fixed supplements) performance based remuneration (variable salary) pension schemes, where applicable other benefits in kind severance payment, where applicable

The fixed remuneration is determined on the basis of the role and position of the individual, including professional experience, responsibility, job complexity and local market conditions.

The performance-based remuneration motivates and rewards high performers who significantly contribute to sustainable results, perform according to set expectations for the individual in question, and generates stakeholder value within the Group.

Any fee/remuneration payable to the Non- Executive directors of the Company shall abide by the following norms -

i. If any such director draws or receives, directly or indirectly, by way of fee/remuneration any such sums in excess of the limit as prescribed or without the prior sanction, where it is required, under the Applicable law such remuneration shall be refunded to the Company and until such sum is refunded, hold it in trust for the Company. The Company shall not waive the recovery of any sum refundable to it;

ii. Such directors may receive remuneration by way of fee for attending meetings of the Board or Committee thereof or for any other purpose whatsoever as may be decided by the Board, as permissible under Applicable law;

iii. An independent director shallnot be entitled to any stock option and may receive remuneration only by way of fees and reimbursement of expenses for participation in meetings of the Board or Committee thereof and profit related commission, as may be permissible by the Applicable law.

Apart from above, the Policy also entitles Executives to a severance fee.

STAKEHOLDERS RELATIONSHIP COMMITTEE

The Stakeholders Relationship Committee comprises two Promoter Directors viz. Mr. Rajesh Mittal and Mr. Shobhan Mittal and two Non-Executive Independent Directors viz. Mr. Anupam Kumar Mukerji and Mr. SusilKumar Pal. The detailed terms of reference of the Committee has been provided in the Corporate Governance Report.

RISK MANAGEMENT POLICY

The Company has in place a mechanism to identify, assess, monitor and mitigate various risks to key business objectives. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis. However, your company is taking necessary steps to finalize and implement an appropriate Risk Management Policy in the organization. The Board is of the opinion that there are no identified risks which may threaten the existence of the Company.

EXTRACT OF THE ANNUAL RETURN

The extract of AnnualReturn 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 annexed to this report.

MATERIAL CHANGES AND COMMITMENTS

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

Significant and material orders passed by the regulators / courts / tribunals impacting the going concern status and the Company''s operations in future As such there is no significant and material order by the regulator/court/tribunals impacting the going concern status and the Company''s operation in future.

INTERNAL FINANCIAL CONTROLS

The Board is of the view that the Company has laid adequate internal financial controls, commensurate with the nature, scale and complexity of its operations, in view of the following

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

(b) 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.

(c) 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.

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

INSURANCE

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

LOANS, GUARANTEE AND INVESTMENTS

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 annexed to this report.

DEPOSITS

During 2014-15, the Company did not invite or accept any deposits from the public under Section 76 of the Companies Act, 2013.

RELATED PARTIES TRANSACTIONS

There are no materially significant related party transactions made by the Company which may have potential conflict with the interest of the Company. There are no material related party transactions which were entered into by the Company and hence there is no information to be provided as required under section 134(3)(h) of the Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014. The Board has approved a policy for related party transactions which has been uploaded on the Company''s website. The web link as required under Listing Agreement is as under: http:// www.greenply.com/images/pdf/Related-Party- Transaction(s)-Policy.pdf

CORPORATE GOVERNANCE

The Report on corporate governance as stipulated under Clause 49 of the equity listing Agreement forms part of the AnnualReport. The requisite certificate from M/s. D. Dhandaria & Company, Chartered Accountants confirming compliance with the conditions of corporate governance as stipulated under the aforesaid Clause 49, is attached to the Report on corporate governance.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Report on Management Discussion and Analysis Report as required under clause 49 of the equity listing Agreement is included in this Report. Certain Statements in the said report may be forward looking. Many factors may affect the actual results, which could be different from what the Directors envisage in terms of the future performance and outlook.

POLICY ON SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

The Company has in place a Policy on prevention of Sexual Harassment in line with the requirements of the SexualHarassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. During the year the Company had not received any complaint.

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 to this report.

CORPORATE SOCIAL RESPONSIBILITY

During the financial year 2014-15, the Company has spent Rs. 10.68 Lacs towards CSR activities, which is less than 2% of the average net profit of last 3 financialyears. In response to the same, your Company would like to submit that this being the first year of structured implementation of CSR initiatives, considerable time was spent on deciding on the CSR projects of interest to Company and putting systems in place to ensure effective implementation of CSR initiatives. Consequently, only a part of the year was available for implementation of CSR projects and a number of initiatives pertaining to the identified CSR projects are still in the concept stage while the Company is continuing to fine- tune the execution process. Hence, the Company was unable to spend the entire allocated amount of Rs. 243.79 lakhs during the FY 2014-2015. The Company is committed to the underlying intent of CSR and is optimistic of meeting its obligations under section 135 of the Companies Act, 2013 and thereby make a positive impact on the society.

In compliance with requirements of Section 135 of the Companies Act, 2013, the Company has laid down a CSR Policy. The composition of the Committee, contents of CSR Policy and report on CSR activities carried out during the Financial Year ended 31st March, 2015 in the format prescribed under Rule 9 of the Companies (Accounts) Rules, 2014 is annexed to this Report.

DIRECTORS'' RESPONSIBILITY STATEMENT

In terms of provisions of Section 134(5) of the Companies Act, 2013, your directors state that:

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

(ii) the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit of the company for that period;

(iii) the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

(iv) the directors had prepared the annual accounts on a going concern basis;

(v) the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively and

(vi) the directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

CEO AND CFO CERTIFICATION

Pursuant to Clause 49 of the equity listing Agreement, the CEO and CFO certification is attached with the AnnualReport. The Joint Managing Director and CEO and the Chief FinancialOfficer also provide quarterly certification on financial results while placing the financial results before the Board in terms of Clause 41 of the equity Listing Agreement.

CODE OF CONDUCT FOR DIRECTORS AND SENIOR MANAGEMENT PERSONNEL

The Code of Conduct is posted on the Company''s website. The Joint Managing Director and 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.

PARTICULARS OF EMPLOYEES

The information required under section 197 of the Companies Act, 2013 read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is annexed to this report.

ACKNOWLEDGEMENTS

Your Directors place on record their sincere thanks and appreciation for the continuing support of financialinstitutions, 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 Executive Chairman (DIN: 00237242)

Date: May 25, 2015 Place: Kolkata

---

Mar 31, 2014

The Directors are pleased to present the 24th Annual Report and audited accounts of the Company for the financial year ended March 31, 2014.

Financial highlights

The financial performance of the Company, for the year ended March 31, 2014 is summarized below:

(Rs. in lacs)

Particulars 2013-14 2012-13

Profit before finance cost, depreciation and amortisation expenses 26,523.72 26,409.49 and tax expenses

Less: a) Finance costs 5,829.46 6,072.18

b) Depreciation and amortisation expenses 5,756.86 5,198.74

Profit before tax 14,937.40 15,138.57

Provision for taxation 3,490.73 3,722.41

Profit for the year 11,446.67 11,416.16

Add: Balance brought forward from previous years 27,721.73 18,552.72

Amount available for appropriation 39,168.40 29,968.88

Appropriations:

Proposed dividend on Equity Shares 724.09 724.09

Tax on distribution of dividends 123.06 123.06

Transferred to General Reserve 1,400.00 1,400.00

Balance carried to Balance Sheet 36,921.25 27,721.73

Review of operations

During the year 2013-14, your Company posted a stable performance with revenue growth of 7.92% to Rs.2,16,627.42 lacs from Rs.2,00,731.34 lacs for the year 2012-13. Profit for the year 2013-14 was Rs.11,446.67 lacs in comparison to Rs.11,416.16 lacs for the year 2012-13. The growth in the top line reflects the stable performance of your Company''s business. This performance is particularly noteworthy when viewed against the backdrop of the challenging business context in which this was achieved, namely, the steep increase in cost of various raw materials and increased competition from the unorganised players.

Exports recorded a growth of 24.16% from Rs.25,722.56 lacs in the previous year to Rs.31,937.59 lacs in the current year.

As per the consolidated financial statements, the revenue from operation and profit for the year 2013- 14 were Rs.2,22,491.72 lacs and Rs.11,757.24 lacs respectively.

The overall performance of the Company during 2013-14, amid an adverse economic scenario, vindicates the effectiveness of the abilities and prudency of the initiatives undertaken by Greenply''s management to better exploit business opportunities.

During 2013-14, your Company continued its efforts in the area of product integration and deeper market penetration. Your Company continued to expand its export markets for laminates during 2013-14. Over the years, your Company has steadily grown as an interior infrastructure solutions provider, offering the gamut of products to satisfy customers'' diverse requirement viz. plywood, laminates, decorative veneers and medium density fibreboard (MDF). Your Company is present across different price points to cater to all customers across the high-end, mid-market and value-for-money segments.

Dividend

Your Directors recommend a final dividend of 60% i.e. Rs.3.00 per share (previous year Rs.3.00 per share) on the Company''s 2,41,36,374 Equity Shares of Rs.5.00 each for 2013-14. The final dividend on the Equity Shares, if declared as above, would involve an outflow of Rs.724.09 lacs towards dividend and Rs.123.06 lacs towards dividend tax, resulting in a total outflow of Rs.847.15 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 interior infrastructure products (in its field of operation) in the country. The Company''s pan-India distribution network ensures easy availability of products in almost every part of India.

In respect of setting-up of the new MDF Unit in Andhra Pradesh, necessary steps are being taken to obtain various statutory approvals/licenses to set up the unit. Additionally, in respect of manufacture of new value added products in the Company''s existing MDF Unit at Pantnagar, Uttarakhand, the lamination line has been commissioned and commercial production has commenced. The civil construction work and installation of machineries have been completed for the new production lines of flooring and UV coated panels and the trial production is in process. The flooring line is expected to commence commercial production shortly.

Further, in respect of expansion of the existing manufacturing unit of the Company at Behror, Rajasthan to manufacture new value added products viz. High-end Veneered Engineering Flooring and Pre-laminated Particle Board, the Company has completed purchase of Land adjacent to the Unit. Civil construction work is nearing completion and all the major equipment has been delivered at the site and are being installed.

In respect of setting-up of a Veneer or Veneer- cum-Plywood Unit in Myanmar, the Company had incorporated a subsidiary viz. Greenply Industries (Myanmar) Pvt. Ltd. in Myanmar and obtained approval of the Myanmar Investment Commission to set-up the Unit. The Company has already commissioned the veneering line and trial production has been started. We are in discussions with machine manufacturers for placing orders for plywood machines. Further, the Company has executed a joint venture agreement with Alkemal Singapore Pte. Ltd., Singapore in connection with owning and operating the said Myanmar Unit through an equally owned (50:50 investments owned directly or through subsidiary/affiliates) joint venture company in Singapore. GREENPLY ALKEMAL (SINGAPORE) PTE. LTD., a joint venture company of Greenply Industries Limited, India and Alkemal Singapore Pte. Ltd., Singapore has been incorporated as a Private Limited Company in

Singapore. The joint venture Company will, subject to necessary regulatory approvals, acquire and own 100% share of Greenply Industries (Myanmar) Pvt. Ltd.

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

Composite Scheme of Arrangement

Your Board of Directors, subject to approval of the concerned Authorities, approved a Composite Scheme of Arrangement between Greenply Industries Limited and Greenlam Industries Limited, a wholly owned subsidiary of the Company 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 or such other date as the Hon''ble High Court may direct. Further, upon the said Scheme becoming effective and in consideration of the demerger and transfer of the Demerged Undertaking, Greenlam Industries Limited shall issue and allot to the shareholders of Greenply Industries Limited whose names appear in the register of members of Greenply Industries Limited as on the Record Date, 1 (One) equity share of INR 5.00 (Indian Rupees Five only) each in Greenlam Industries Limited, credited as fully paid up for every 1 (One) equity share of INR 5.00 (Indian Rupees Five only) each held by them in Greenply Industries Limited. The equity shares to be issued pursuant to the Scheme in Greenlam Industries Limited will be listed with BSE Ltd. and National Stock Exchange of India Limited.

Credit Rating

During the year under review, your Company''s long term credit rating has been upgraded by one notch to "CARE A" by CARE. Your Company continues to have second highest rating of "CARE A1" by CARE for short term banking facilities. This consistent improvement in rating reflects Company''s commitment and capability to persistent growth through prudence and focus on financial discipline.

Subsidiaries

During the year under review, your Company has incorporated two overseas wholly-owned subsidiaries viz. Greenply Industries (Myanmar) Pvt. Ltd. in Myanmar and Greenply Trading Pte. Ltd. in Singapore and also incorporated two wholly-owned subsidiaries in India viz. Greenlam Industries Limited and Greenlam VT Industries Pvt. Ltd. Further, a wholly-owned subsidiary of the Company in United Kingdom viz. Greenlam Europe (UK) Limited has ceased to be a direct subsidiary of the Company and become a step-down subsidiary of the Company owing to fresh issue and allotment of shares by Greenlam Europe (UK) Limited to an existing wholly-owned subsidiary of the Company in Singapore viz. Greenlam Asia Pacific Pte. Ltd. Accordingly, as on March 31, 2014, your Company had eight overseas subsidiaries viz. Greenlam Asia Pacific Pte. Ltd., Singapore, Greenlam America, Inc., USA, Greenply Industries (Myanmar) Pvt. Ltd., Myanmar, Greenply Trading Pte. Ltd., Singapore, 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 plywood, 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. Greenlam Industries Limited, India is a newly incorporated subsidiary with an objective to carry on the business of manufacturing and trading of Decorative Laminates, High Pressure Laminates & allied products. Greenlam VT Industries Private Limited, India is also a newly incorporated subsidiary with an objective to carry on the business of manufacturing and trading of Doors and High-end Doors & allied products. Greenply Industries (Myanmar) Private Limited, Myanmar is incorporated as subsidiary with an objective to set-up plywood-cum-veneers manufacturing unit in Myanmar. Greenply Trading Pte. Ltd., Singapore incorporated as subsidiary with an objective to carry on the business of manufacturing and trading of Plywood, veneers & allied products and investment in the company manufacturing and trading said products.

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 in European Union.

The following may be read in conjunction with the consolidated financial statements enclosed with the accounts. Ministry of Corporate Affairs, Government of India, vide General Circular No: 2/2011 and 3/2011 dated 8th February, 2011 and 21st February, 2011 respectively read with General Circular No. 8/2014 dated April 4, 2014, has granted general exemption by directing that the provisions of Section 212 of the Companies Act, 1956 shall not apply in relation to subsidiaries of those companies which fulfil certain conditions mentioned in the said Circular. Accordingly, by fulfilling the conditions mentioned in the said Circular, the Balance Sheet, Profit and Loss account and other documents of the subsidiaries are not attached with the Company''s accounts. As required by the said circular, the financial information of the subsidiaries are being disclosed in the Annual report and the Company will make available the annual accounts of the subsidiaries and the related detailed information to any member of the Company who may be interested in obtaining the same. The annual accounts of the subsidiaries will also be kept open for inspection by any shareholders at the Company''s registered office and that of the respective subsidiaries. The consolidated financial statements presented by the Company include financial results of the subsidiaries. A statement of holding Company''s interest in subsidiaries is also furnished.

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.1,400.00 lacs to the General Reserve.

Directors

Your Company has received declarations from the Independent Directors Mr. Susil Kumar Pal, Mr. Vinod Kumar Kothari, Mr. Anupam Kumar Mukerji, Ms. Sonali Bhagwati Dalal and Mr. Upendra Nath Challu 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.

None of the directors of your Company is disqualified under the provisions of Section 274(1) (g) of the Companies Act, 1956 and Section 164(2) (a) & (b) of the Companies Act, 2013.

Your Company has received requisite notices in writing from members proposing Mr. Susil Kumar Pal, Mr. Vinod Kumar Kothari, Mr. Anupam Kumar Mukerji, Ms. Sonali Bhagwati Dalal and Mr. Upendra Nath Challu for appointment as Independent Directors for a term of 5 (five) consecutive years, not liable to retire by rotation. Accordingly, Mr. Shiv Prakash Mittal, being the Executive Director of the Company, retires at the ensuing Annual General Meeting and being eligible offers himself for re-appointment. With a view to ensure compliance with the provisions of the Companies Act, 2013, your Directors propose to change the terms of appointment of Mr. Saurabh Mittal to make him a director liable to retire by rotation. Further, your Directors also propose to change the terms of appointment of Mr. Moina Yometh Konyak to make him a Non-Executive Director liable to retire by rotation.

Directors'' responsibility statement

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956, with respect to Directors'' responsibility statement, it is hereby confirmed that:

1) In preparation of the annual accounts, applicable accounting standards were followed;

2) The Directors selected such accounting policies and applied them consistently and made reasonable and prudent judgments and estimates to provide a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for the financial year;

3) The Directors took proper and sufficient care to maintain adequate accounting records in accordance with the provisions of the Companies Act, 1956, to safeguard the Company''s assets and for preventing and detecting fraud and other irregularities;

4) The Directors prepared the annual accounts on a ''going concern'' basis.

Insurance

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

Public deposits

During 2013-14, the Company did not invite or accept any deposits from the public under Section 58A of the Companies Act, 1956.

Auditors and their report

M/s. D. Dhandaria & Company, Chartered Accountants, Statutory Auditors of the Company, hold office until the conclusion of the ensuing Annual General Meeting and are eligible for re- appointment. The Company received a certificate from them to the effect that the re-appointment, if made, would be within the limits prescribed under Section 141(3)(g) of the Companies Act, 2013 and that they are not disqualified for such re- appointment.

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

Cost Auditors

The Company has appointed M/s. D. Radhakrishnan and Co. of 11A Dover Lane, Flat -B1/34, Kolkata-700 029 as Cost Auditor of the

Company for the FY 2013-14 to audit the cost accounting records with respect to various products manufactured by the Company pursuant to Section 233B of the Companies Act, 1956 and other applicable provisions read with the Order No. F. No. 52/26/CAB-2010 dated 6th November, 2012 of the Central Government.

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 2013-14, 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 Joint 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 Joint Managing Director and 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, 2014. Declaration is attached with the annual report.

Particulars of employees

Details of remuneration paid to employees pursuant to Section 217(2A) of the Companies Act, 1956, read with Companies (Particulars of Employees) Rules, 1975, as amended from time to time is annexed to this report.

Conservation of energy, technology absorption and foreign exchange earnings and outgo

The particulars regarding conservation of energy, technology absorption, foreign exchange earnings and outgo, as required under Section 217(1)(e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988, are annexed with this report.

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.

On behalf of the Board of Directors

Place: Kolkata S.P. Mittal

Date: May 29, 2014 Executive Chairman

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Mar 31, 2013

The Directors are pleased to present the 23rd Annual Report and audited accounts of the Company for the financial year ended March 31, 2013.

Financial highlights

The financial performance of the Company, for the year ended March 31, 2013 is summarised below:

(Rs. in lacs)

Particulars 2012-13 2011-12

Profit before Finance Cost, Depreciation and Amortisation 26,409.49 17,247.28 Expenses and Tax Expenses

Less: a) Finance Costs 6,072.18 6,078.21

b) Depreciation & Amortisation Expenses 5,198.74 4,677.13

Profit before Tax 15,138.57 6,491.94

Provision for taxation 3,722.41 1,150.97

Profit for the year 11,416.16 5,340.97

Add: Balance brought forward from previous years 18,552.72 14,472.79

Amount available for appropriation 29,968.88 19,813.76

Appropriations:

Proposed dividend on Equity Shares 724.09 482.73

Tax on distribution of dividends 123.06 78.31

Transferred to General Reserve 1,400.00 700.00

Balance carried to Balance Sheet 27,721.73 18,552.72

Review of operations

During the year 2012-13, your Company posted a stellar performance with an impressive revenue growth of 21.73% to Rs.2,00,081.45 lacs from Rs.1,64,365.82 lacs for the year 2011-12. Profit for the year 2012-13 increased by a whopping 113.75% to Rs.11,416.16 lacs from Rs.5,340.97 lacs for the corresponding preceding year. The growth in the topline as well in the bottomline reflects the robustness of your Company''s business and corporate strategy of enhancing value for its stakeholders. This performance is particularly noteworthy when viewed against the backdrop of the challenging business context in which this was achieved, namely, the steep increase in cost of various raw materials and increased competition from the unorganised players.

Exports recorded a phenomenal growth of 39.96% from Rs.18,378.90 lacs in the previous year to Rs.25,722.56 lacs in the current year.

As per the consolidated financial statements, the revenue from operation and profit for the year 2012-13 were Rs.2,04,790.85 lacs and Rs.11,966.17 lacs respectively.

During the year under review, the Company''s revenue growth of 21.73% outperformed the industry growth and the same could be achieved by streamlining the operations at the MDF unit at Pantnagar and the laminate unit at Nalagarh, higher capacity utilisation at other manufacturing units, improvement in product-mix, prudent assets utilisation synergised via clearly recognised sales and enhanced branding capabilities. The overall performance of the Company during 2012-13, amid an adverse economic scenario, vindicates the effectiveness of the abilities and prudency of the initiatives undertaken by Greenply''s management so as to better exploit business opportunities.

During 2012-13, your Company continued its efforts in the area of product integration and deeper market penetration. Your Company continued to expand its export markets for laminates during 2012-13. Over the years, your Company has steadily grown as an interior infrastructure solutions provider, offering the gamut of products to satisfy customers'' diverse requirement viz. plywood, laminates, decorative veneers and medium density fibreboard (MDF).

Your Company is present across different price points to cater to all customers across the high-end, mid-market and value-for-money segments.

Dividend

Your Directors recommend a final dividend of 60% i.e. Rs.3.00 per share (previous year Rs.2.00 per share) on the Company''s 2,41,36,374 Equity Shares of Rs.5.00 each for 2012-13. The final dividend on the Equity Shares, if declared as above, would involve an outflow of Rs.724.09 lacs towards dividend and Rs.123.06 lacs towards dividend tax, resulting in a total outflow of Rs.847.15 lacs.

Outlook and expansion

The Company''s outlook remains favourable on account of its product integration capabilities, growing brand popularity and the continuous support from its employees, shareholders, creditors, consumers, dealers and lenders. The Company''s vision is to be a one-stop solution for all interior infrastructure products (in its field of operation) in the country. The Company''s pan-India distribution network ensures easy availability of products in almost every part of India.

During the year under review, your Company has expanded the production capacity of its plywood unit at GIDC Estate, Bamanbore, Surendranagar, Gujarat and also started commercial production from the expanded capacity.

The Decorative Division of your Company is expected to launch a few new products in the coming years among which Chemical Resistant Compact Boards and Exterior Grade Compact Boards are notable. The division is also developing Halogen Free Fire Retardant HPL.

Further, to cater the growing demand of the Medium Density Fibreboard (MDF) products, your Company is setting up a new MDF Unit in Andhra Pradesh in respect of which your Company has completed the acquisition of a land parcel in Chittoor District, Andhra Pradesh. Necessary steps are being taken to obtain various statutory approvals/licenses to set up the unit. Additionally, your Company has decided to manufacture new value-added products from the Company''s existing MDF Unit at Pantnagar, Uttarakhand, by way of expansion of its lamination capacity and introduction of laminated flooring and UV-coated panels in respect of which civil construction work has been completed, orders for all major machineries have been placed and machineries have started arriving at the site and erection is in progress.

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

Subsidiaries

During the year under review, your Company has incorporated one more wholly-owned subsidiary in UK viz. Greenlam Europe (UK) Limited and your Company''s wholly-owned subsidiary Greenlam Asia Pacific Pte. Ltd. has incorporated another subsidiary in Indonesia viz. PT. Greenlam Asia Pacific. Accordingly, as on March 31, 2013 your Company has three overseas wholly-owned subsidiaries viz. Greenlam Asia Pacific Pte. Ltd., Greenlam America, Inc. and Greenlam Europe (UK) Limited and three step-down subsidiaries viz. Greenlam Asia Pacific (Thailand) Co., Ltd., Greenlam Holding Co., Ltd. and PT. Greenlam Asia Pacific.

Greenlam Asia Pacific Pte. Ltd. explores new markets for our laminates in South-east Asian countries. Greenlam America, Inc. is engaged in the marketing and distribution of our high-pressure laminates in North and South America. Greenlam Europe (UK) Limited will explore the market for the products of the Company in UK.

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 which used to be outsourced earlier.

The following may be read in conjunction with the consolidated financial statements enclosed with the accounts. Ministry of Corporate Affairs, Government of India, vide General Circular No: 2/2011 and 3/2011 dated 8th February, 2011 and 21st February, 2011 respectively, has granted general exemption by directing that the provisions of Section 212 of the Companies Act, 1956 shall not apply in relation to subsidiaries of those companies which fulfil certain conditions mentioned in the said Circular. Accordingly, by fulfilling the conditions mentioned in the said Circular, the Balance Sheet, Profit and Loss account and other documents of the subsidiaries are not attached with the Company''s accounts. As required by the said circular, the financial information of the subsidiaries are being disclosed in the Annual report and the Company will make available the annual accounts of the subsidiaries and the related detailed information to any member of the Company who may be interested in obtaining the same. The annual accounts of the subsidiaries will also be kept open for inspection by any shareholders at the Company''s registered office and that of the respective subsidiaries. The consolidated financial statements presented by the Company include financial results of the subsidiaries. A statement of holding Company''s interest in subsidiaries is also furnished.

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.1,400 lacs to the General Reserve.

Directors

At the ensuing Annual General Meeting, Mr. Shobhan Mittal, Mr. Anupam Kumar Mukerji and Ms. Sonali Bhagwati Dalal shall retire by rotation and being eligible, offer themselves for reappointment.

Further, Mr. Upendra Nath Challu, who was appointed as an Additional Director by the Board of Directors on August 31, 2012, holds office only up to the date of this Annual General Meeting. The Company has received a notice in writing under Section 257 of the Companies Act, 1956 proposing the candidature of Mr. Upendra Nath Challu for the office of director of the Company liable to retire by rotation. Necessary resolution is being placed for approval of members in respect of the above appointment.

None of the directors of your Company is disqualified under the provisions of Section 274(1) (g) of the Companies Act, 1956.

Directors'' responsibility statement

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956, with respect to Directors'' responsibility statement, it is hereby confirmed that:

1) In preparation of the annual accounts, applicable accounting standards were followed.

2) The Directors selected such accounting policies and applied them consistently and made reasonable and prudent judgments and estimates to provide

a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for the financial year.

3) The Directors took proper and sufficient care to maintain adequate accounting records in accordance with the provisions of the Companies Act, 1956, to safeguard the Company''s assets and for preventing and detecting fraud and other irregularities.

4) The Directors prepared the annual accounts on a ''going concern'' basis.

Insurance

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

Public deposits

During 2012-13, the Company did not invite or accept any deposits from the public under Section 58A of the Companies Act, 1956.

Auditors and their report

M/s. D. Dhandaria & Company, Chartered Accountants, statutory auditors of the Company, hold office until the conclusion of the ensuing Annual General Meeting and are eligible for reappointment. The Company received a certificate from them to the effect that the reappointment, if made, would be within the limits prescribed under Section 224(1B) of the Companies Act, 1956 and that they are not disqualified for such reappointment within the meaning of Section 226 of the said Act.

The Notes on Financial Statements referred to in the Auditors'' Report are self-explanatory and, therefore, do not call for further clarification. Comments under Para 21 of the Annexure to the Auditors'' Report are self-explanatory and, therefore, require no further comments from the Board of Directors.

Cost Auditors

Pursuant to the order no. F.No. 52/26/CAB- 2010 dated June 30, 201 1 issued by the Central Government in terms of the provisions of Section 233B of the Companies Act, 1956, audit of cost records in respect of the ''Decorative Laminates'' (covered under chapter code 4823 90 19 of relevant chapter heading 48 of the Central Excise Tariff Act, 1985) manufactured in the Company''s units situated at Behror (Rajasthan) and Nalagarh (Himachal Pradesh) be carried for the financial year 2012-13. The Central Government has approved the appointment of M/s. D. RADHAKRISHNAN AND CO., Cost Auditors, of 11A Dover Lane, Flat -B1/34, Kolkata-700 029 as cost auditors for conducting the cost audit for the financial year 2012-13.

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 2012-13, 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 Joint 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 Joint Managing Director & CEO of the Company has given a declaration that all Directors and senior management personnel concerned affirmed compliance with the code of conduct with reference to the year ended on March 31, 2013. Declaration is attached with the annual report.

Particulars of employees

Details of remuneration paid to employees pursuant to Section 217(2A) of the Companies Act, 1956, read with Companies (Particulars of Employees) Rules, 1975, as amended from time to time is annexed to this report.

Conservation of energy, technology absorption and foreign exchange earnings and outgo

The particulars regarding conservation of energy, technology absorption, foreign exchange earnings and outgo, as required under Section 217(1)(e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988, are annexed with this report.

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.

On behalf of the Board of Directors Place: Kolkata S. P. Mittal

Date: May 29, 2013 Executive Chairman

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Mar 31, 2012

The Directors are pleased to present the 22nd Annual Report and audited accounts of the Company for the financial year ended March 31, 2012.

Financial highlights

The financial performance of the Company, for the year ended March 31, 2012 is summarised below:

(Rs. in lacs)

Particulars 2011-12 2010-11

Profit before Finance Cost, Depreciation and Amortisation Expenses and Tax Expenses 17,247.28 11,612.49

Less: a) Finance Costs 6,078.21 4,426.74

b) Depreciation & Amortisation Expenses 4,677.13 4,099.42

Profit before Tax 6,491.94 3,086.33

Provision for taxation 1,150.97 577.42

Profit for the year 5,340.97 2,508.91

Add: Balance brought forward from previous years 14,472.79 12,744.40

Amount available for appropriation 19,813.76 15,25331

Appropriations:

Proposed dividend on equity shares 482.73 241.36

Tax on distribution of dividends 78.31 39.16

Transferred to General Reserve 700.00 500.00

Balance carried to balance sheet 18,552.72 14,472.79

Review of operations

During the year 2011-12, your Company posted a stellar performance with an impressive topline growth of 35.01% to Rs.1,64,365.82 lacs from Rs.1,21,741.19 lacs for the year 2010-11. Profit for the year 2011-12 increased by a whopping 112.88% to Rs.5,340.97 lacs from Rs.2,508.91 lacs for the corresponding preceding year. The growth in the top-line as well in the bottom-line reflects the robustness of your Company's business and corporate strategy of enhancing value for its stakeholders. This performance is particularly noteworthy when viewed against the backdrop of the challenging business context in which this was achieved, namely, the steep increase in cost of various raw materials and cost of borrowed capital.

Exports recorded a growth of 14.33% from Rs.16,075.65 lacs in the previous year to Rs.18,378.90 lacs in the current year.

As per the consolidated financial statements, the revenue from operation and profit for the year 2011- 12 were Rs.1,70,811.23 lacs and Rs.5,670.64 lacs respectively.

During the year under review, the Company's topline growth of 35.01% outperformed the industry growth and the same could be achieved by streamlining the operations at the newly set-up MDF Unit at

Pantnagar and the Laminate Unit at Nalagarh, higher capacity utilisation at other manufacturing Units, prudent assets utilisation synergised by recognised sales and branding capabilities. The overall performance of the Company during 2011- 12, amid adverse economic scenario, vindicates the effectiveness of the abilities and prudency of Greenply's management in better exploitation of the business opportunities.

During 2011-12, your Company continued its efforts in the area of product integration and deeper market penetration. Your Company continued to expand its export markets for laminates during 2011-12. Over the years, your Company has steadily grown as an interior infrastructure solutions provider, offering the entire gamut of product to satisfy customers' diverse requirement viz. plywood, laminates, decorative veneers and medium density fibreboard (MDF). Your Company is present across different price points to cater to all customers across high-end, mid-market and value segments.

Dividend

Your Directors recommend a final dividend of 40% i.e. Rs.2.00 per share (previous year Rs.1.00 per share) on the Company's 2,41,36,374 equity shares of Rs.5.00 each for 2011-12. The final dividend on the equity shares, if declared as above, would involve an outflow of Rs.482.73 lacs towards dividend and Rs.78.31 lacs towards dividend tax, resulting in a total outflow of Rs.561.04 lacs.

Outlook and expansion

The Company's outlook remains favourable on account of its product integration, 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 interior infrastructure products (in its field of operation) in the country.

The Company's pan-India distribution network ensures easy availability of products in almost every part of India.

Civil construction works and erection of plant and machineries are in process in respect of the expansion of production capacity of the Plywood Unit of the Company situated at GIDC Estate, Bamanbore, Surendranagar, Gujarat. The said expansion is expected to commence commercial production by September, 2012.

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

Subsidiaries

Greenlam Asia Pacific Pte. Ltd., Singapore and Greenlam America, Inc., USA, continued to be wholly-owned subsidiaries of the Company. Greenlam Asia Pacific Pte. Ltd. continues to explore new markets for your Company's laminates in South-east Asian countries and Greenlam America, Inc., continues to market high-pressure laminates in North and South America.

Further, during the year under review Greenlam Asia Pacific Pte. Ltd., Singapore, has acquired two subsidiaries in Thailand viz. Greenlam Asia Pacific (Thailand) Co., Ltd. and Greenlam Holding Co., Ltd. and accordingly the said two Thailand companies have become step-down subsidiaries of Greenply Industries Limited. These two step-down subsidiaries are engaged in the business of marketing and distribution of high-pressure laminates in Thailand.

The following may be read in conjunction with the consolidated financial statements enclosed with the accounts. Ministry of Corporate Affairs, Government of India vide General Circular No: 2/2011 dated February 08, 2011 has granted general exemption by directing that the provisions of Section 212 of the

Companies Act, 1956 shall not apply in relation to subsidiaries of those companies which fulfil certain conditions mentioned in the said circular. Accordingly, by fulfilling the conditions mentioned in the said circular, the balance sheet, profit and loss account and other documents of the subsidiaries are not attached with the Company's accounts. As required by the said circular, the financial information of the subsidiaries are being disclosed in the Annual report and the Company will make available the annual accounts of the subsidiaries and the related detailed information to any member of the Company who may be interested in obtaining the same. The annual accounts of the subsidiaries will also be kept open for inspection by any shareholders at the Company's registered office and that of the respective subsidiaries. The consolidated financial statements presented by the Company include financial results of the subsidiaries. A statement of holding Company's interest in subsidiaries is also furnished.

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.700.00 lacs to the General Reserve.

Utilisation of proceeds from warrant conversion

On March 24, 2011, the Company allotted 20,39,694 equity shares of Rs.5/- each at a premium of Rs.137/- per equity share on account of conversion of 20,39,694 detachable warrants issued and allotted on October 16, 2009 pursuant to the Letter of Offer dated September 14, 2009 and received Rs.2924.64 lacs (including Rs.28.27 lacs brought in by promoters/promoter group as advised by stock exchanges under instruction from SEBI) from the said conversion of detachable warrants. The said proceeds have been fully utilised towards the purposes as detailed below.

Particulars Amount (Rs. in lacs)

MDF project 1,985.42

Laminate project 104.66

General corporate purposes 834.13

Issue expenses 0.43

Total 2,924.64

Directors

At the ensuing Annual General Meeting, Mr. Shiv Prakash Mittal and Mr. Moina Yometh Konyak shall retire by rotation and being eligible, offer themselves for reappointment.

Further, the Remuneration Committee, subject to approval of members of the Company, has reappointed Mr. Shiv Prakash Mittal as Executive Chairman for a period of five years with effect from February 01, 2012. Necessary resolution is being placed for approval of members in respect of the above reappointment made by the Remuneration Committee.

None of the directors of your Company is disqualified under the provisions of Section 274(1)(g) of the Companies Act, 1956.

Directors' responsibility statement

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956, with respect to Directors' responsibility statement, it is hereby confirmed that:

1) In preparation of the annual accounts, applicable accounting standards were followed.

2) The Directors selected such accounting policies and applied them consistently and made reasonable and prudent judgments and estimates to provide a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for the financial year.

3) The Directors took proper and sufficient care to maintain adequate accounting records in accordance with the provisions of the Companies Act, 1956, to safeguard the Company's assets and for preventing and detecting fraud and other irregularities.

4) The Directors prepared the annual accounts on a going concern basis.

Insurance

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

Public deposits

During 2011-12, the Company did not invite or accept any deposits from the public under Section 58A of the Companies Act, 1956.

Auditors and their report

M/s. D. Dhandaria & Company, Chartered Accountants, statutory auditors of the Company, hold office until the conclusion of the ensuing Annual General Meeting and are eligible for reappointment. The Company received a certificate from them to the effect that the reappointment, if made, would be within the limits prescribed under Section 224(1B) of the Companies Act, 1956 and that they are not disqualified for such reappointment within the meaning of Section 226 of the said Act.

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

Cost Auditors

Pursuant to the order no. F.No. 52/26/CAB-2010 dated June 30, 2011 issued by the Central Government in terms of the provisions of Section 233B of the Companies Act, 1956, audit of cost records in respect of the "Decorative Laminates" (covered under chapter code 4823 90 19 of relevant chapter heading 48 of the Central Excise Tariff Act, 1985) manufactured in the Company's units situated at Behror (Rajasthan) and Nalagarh (Himachal Pradesh) be carried from the financial year 2011-12. The Central Government has approved the appointment of M/s. D. RADHAKRISHNAN AND CO., Cost Auditors, of 11A Dover Lane, Flat -B1/34, Kolkata-700 029 as cost auditors for conducting Cost Audit for the financial year 2011-12.

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 2011-12, 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 the requirement of Clause 49 of the Listing Agreement, the CEO and CFO certification is attached with the annual report. The Joint 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 Joint Managing Director & CEO of the Company has given a declaration that all Directors and senior management personnel concerned affirmed compliance with the code of conduct with reference to the year ended on March 31, 2012. Declaration is attached with the annual report.

Particulars of employees

Details of remuneration paid to employees pursuant to Section 217(2A) of the Companies Act, 1956, read with Companies (Particulars of Employees) Rules, 1975, as amended from time to time is annexed to this report.

Conservation of energy, technology absorption and foreign exchange earnings and outgo

The particulars regarding conservation of energy, technology absorption, foreign exchange earnings and outgo, as required under Section 217(1)(e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988, are annexed with this report.

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 regulatory authorities. Directors also place on record their heartfelt appreciation for employees of the Company for their dedication and contribution.

On behalf of the Board of Directors

Place: Kolkata S. P. Mittal

Date: May 30, 2012 Executive Chairman

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Mar 31, 2011

Dear Members,

The Directors present herewith the 21st Annual Report on the business and operations of the Company and the audited standalone and consolidated accounts for the financial year ended March 31, 2011.

Financial highlights (Rs.in lacs)

Particulars Standalone Consolidated 2010-11 2009-10 2010-11 2009-10

Gross sales 1,37,785.67 97,968.26 1,42,043.51 1,00,729.30

Total expenditure 1,27,001.61 87,893.59 1,31,363.88 91,532.30

Operating profit 10,784.06 10,074.67 10,679.63 9,197.00

Add: Other income 179.86 194.66 251.87 252.53

Profit before interest and depreciation 10,963.92 10,269.33 10,931.50 9,449.53

Less: a) Interest 3,778.17 2,368.73 3,827.99 2,401.54 b) Depreciation 4,099.42 2,202.48 4,182.66 2,236.74

Profit before exceptional items and taxes 3,086.33 5,698.12 2,920.85 4,811.25

Provision for taxation 577.42 741.47 574.19 743.95

Profit after taxation 2,508.91 4,956.65 2,346.66 4,067.30

Add: Balance brought forward from previous years 12,744.40 8,674.25 11,713.92 8,533.12

Amount available for appropriation 15,253.31 13,630.90 14,060.58 12,600.42

ppropriations:

Proposed dividend on equity shares 241.36 331.45 241.36 331.45

Tax on distribution of dividends 39.16 55.05 39.16 55.05

Transfer to General Reserve 500.00 500.00 500.00 500.00

Balance carried to balance sheet 14,472.79 12,744.40 13,280.06 11,713.92

Review of operations

Gross turnover for 2009-10 was Rs.97,968.26 lacs and Rs.1,37,785.67 lacs in 2010-11, reflecting a robust growth of 40.64%. The net profit for the year was Rs.2,508.91 lacs against Rs.4,956.65 lacs for the corresponding previous year. Exports recorded a growth of 49.98% from Rs.10,718.54 lacs in the previous year to Rs.16,075.65 lacs in the current year.

As per the consolidated financial statements, the gross turnover and net profit for 2010-11 were Rs.1,42,043.51 lacs and Rs.2,346.66 lacs.

The decline in the bottomline in 2010-11 was a temporary aberration involving technical issues in stabilisation of our MDF plant and low product value-mix in new Nalagarh laminate plant. We failed to achieve the expected production target and could not cover adequately the interest and depreciation that was charged, resulting in a decline in our bottomline.

During 2010-11, your Company continued its efforts in the area of product integration and market penetration. Your Company continued to expand its export markets for laminates during 2010-11. Over the years, your Company has steadily grown as an interior infrastructure solutions provider, offering the entire product range viz. plywood, laminates, decorative veneers and medium density fibreboard (MDF). Your Company is present across different price points to cater to all customers across high- end, mid-market and value segments.

Dividend

Your Directors recommend a final dividend of 20% i.e. Rs.1.00 per share on the Company's 2,41,36,374 equity shares of Rs.5 each for 2010-11. The final dividend on the equity shares, if declared as above, would involve an outflow of Rs.241.36 lacs towards dividend and Rs.39.16 lacs towards dividend tax, resulting in a total outflow of Rs.280.52 lacs.

Outlook and expansion

The Company's outlook remains favourable on account of its product integration, 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 interior infrastructure products (in its field of operation) in the country. The Company's pan-India distribution network ensures easy availability of products in almost every part of India.

During the year under review, your Company commenced commercial production of densified plywood by increasing the production capacity of the plywood unit situated at GIDC Estate, Bamanbore, Surendranagar, Gujarat. The said new product can be used in railway seats, floorings, truck body building, transformers etc.

Further, after overcoming the technical issues, the operation of the MDF plant stabilised in October, 2010 and we recorded improved utilisation levels in every successive month and expect to cross more than 90% capacity utilisation in 2012-13.

We have also recorded improved capacity utilisation from our new laminate plant in Nalagarh. The unit is expected to achieve higher capacity utilisation and better product mix over the next three to four quarters.

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

Subsidiaries

Greenlam Asia Pacific Pte. Ltd., Singapore and Greenlam America, Inc., USA, continued to be wholly-owned subsidiaries of the Company. Greenlam Asia Pacific Pte. Ltd. continues to explore new markets for your Company's laminates in South-east Asian countries and Greenlam America, Inc., continues to market high-pressure laminates in North and South America.

The following may be read in conjunction with the consolidated financial statements enclosed with the accounts. Ministry of Corporate Affairs, Government of India vide General Circular No: 2/2011 dated February 8, 2011 has granted general exemption by directing that the provisions of Section 212 of the Companies Act, 1956 shall not apply in relation to subsidiaries of those companies which fulfil certain conditions mentioned in the said circular. Accordingly, by fulfilling the conditions mentioned in the said circular, the balance sheet, profit and loss account and other documents of the said subsidiaries are not attached with the Company's accounts. As required by the said circular, the financial information of the said subsidiaries is being disclosed in the Annual report and the detailed accounts of individual subsidiary shall be put on the Company's website www.greenply.com. The Company will make available the annual accounts of the said subsidiaries and the related detailed information to any member of the Company who may be interested in obtaining the same. The annual accounts of the said subsidiaries will also be kept open for inspection by any shareholders at the Company's registered office and that of the respective subsidiaries. The consolidated financial statements presented by the Company include financial results of the said subsidiaries. A statementof holding Company's interest in said subsidiaries is also furnished.

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.500 lacs to the General Reserve.

Exercise of detachable warrants and changes in capital structure

During the year under review, your Company, on March 24, 2011, had allotted 20,39,694 equity shares of Rs.5 each at a premium of Rs.137 per equity share on account of conversion of 20,39,694

I detachable warrants issued and allotted on October 16, 2009 pursuant to the Letter of Offer dated September 14, 2009 and received Rs.2,896.37 lacs from the conversion of said detachable warrants.

. Accordingly, the paid-up equity share capital of the Company has been increased from Rs.11,04,83,400 (2,20,96,680 equity shares of Rs.5 each) to Rs.12,06,81,870 (2,41,36,374 equity shares of Rs.5 each). As on March 31, 2011, the utilisations of the proceeds from warrants conversion were as under.

Particulars Amount (Rs. in lacs)

MDF project 1,755.91

Laminate project 104.66

General corporate purposes 423.41

Issue expenses 0.43

Total 2,284.41

As per the Letter of Offer dated September 14, 2009, the warrant exercise price for the above referred detachable warrants was calculated at Rs.144.52 per warrant. However, the warrant exercise price was capped at Rs.142.00 else the warrant proceeds along with the rights proceeds received earlier would have exceeded Rs.75.00 crores limit as resolved by the Board in its meeting held on March 7, 2009. In the course of listing, the Stock Exchanges, under instructions from SEBI, advised the Company to bring in the difference in issue price (i.e. Rs.142.00) and the computed price as per the offer documents (i.e. Rs.144.52), with respect to the shares allotted to promoter/promoter group on account of conversion of detachable warrants and accordingly the Company, on May 17, 2011, brought in the differential amount of Rs.28.27 lacs from the promoter/promoter group in respect of 11,21,961 equity shares allotted to them. Now, the total issued capital of the Company is listed with both National Stock Exchange of India Limited and Bombay Stock Exchange Limited.

Directors

At the ensuing Annual General Meeting, Mr. Susil Kumar Pal and Mr. Vinod Kumar Kothari shall retire by rotation and being eligible, offer themselves for reappointment.

Further, the Remuneration Committee, subject to the approval of members of the Company, has reappointed Mr. Rajesh Mittal as Managing Director for a period of five years with effect from January 1, 2011, Mr. Saurabh Mittal as Joint Managing Director & CEO for a period of five years with effect from September 1, 2011 and Mr. Shobhan Mittal as

Executive Director for a period of five years with effect from September 1, 2011. Resolutions are being placed for approval of members in respect of the above reappointments made by the Remuneration Committee.

None of the directors of your Company is disqualified under the provisions of Section 274(1)(g) of the Companies Act, 1956.

Directors' responsibility statement

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956, with respect to Directors' responsibility statement, it is hereby confirmed that:

1) In preparation of the annual accounts, applicable accounting standards were followed.

2) The Directors selected such accounting policies and applied them consistently and made reasonable and prudent judgments and estimates to provide a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for the financial year.

3) The Directors took proper and sufficient care to maintain adequate accounting records in accordance with the provisions of the Companies Act, 1956, to safeguard the Company's assets and for preventing and detecting fraud and other irregularities.

4) The Directors prepared the annual accounts on a going concern basis.

Insurance

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

Public deposits

During 2010-11, the Company did not invite or accept any deposits from the public under section 58A of the Companies Act, 1956.

Disputed demand of sales tax and central excise in appeal

In contingent liability under notes on accounts, the amount relating to disputed demand of sales tax in appeal is due to sales tax declaration forms pending to be submitted to sales tax authorities.

The Company received a substantial portion of the sales tax declaration forms from its clients and these will be submitted after the hearing is fixed. The Company is trying to collect the remaining forms. In case these are not received, the liability will be passed on to the client.

Further, in contingent liability under notes on accounts, the amount relating to disputed demand of central excise in appeal was due to an adjudication order passed by the Commissioner of Central Excise imposing Rs.2,670.52 lacs towards disallowance of CENVAT credit, penalties and duties in relation to timber imported. The Company filed a Stay Petition and also an appeal against the said order before CESTAT, Kolkata. The Stay Petition was heard on March 9, 2009 by the Customs, Excise and Service Tax Appellate Tribunal and an order no. S-24-26/Kol/09 dated March 13, 2009 was passed whereby the Company, Mr. Rajesh Mittal, Managing Director and Mr. Arabinda Kumar Saha, General Manager of the Company were directed to pre deposit an amount of Rs.80,000 and compliance thereof to be reported on April 16, 2009. The amount has since been deposited. A waiver was .received in respect of pre-deposit of remaining amount of duty and penalties. The matter is currently pending.

Auditors and their report

M/s. D. Dhandaria & Company, Chartered Accountants, statutory auditors of the Company, hold office until the conclusion of the ensuing Annual General Meeting and are eligible for reappointment. The Company received a certificate from them to the effect that the reappointment, if

made, would be within the limits prescribed under Section 224(1B) of the Companies Act, 1956 and that they are not disqualified for such reappointment within the meaning of section 226 of the said Act.

The observations made in the Auditors' Report are self-explanatory and, therefore, do not call for further clarification.

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 2010-11, 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 the requirement of Clause 49 of the Listing Agreement, the CEO and CFO certification is attached with the annual report. The Joint 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 Clause 41 of the Listing Agreement.

Code of Conduct for Directors and senior management personnel

I The Code of Conduct is posted on the Company's website. The Joint Managing Director & CEO of the Company has given a declaration that all Directors and senior management personnel concerned

affirmed compliance with the code of conduct with reference to the year ended on March 31, 2011. Declaration is attached with the annual report.

Particulars of employees

Details of remuneration paid to employees pursuant to Section 217(2A) of the Companies Act, 1956, read with Companies (Particulars of Employees) Rules, 1975, as amended from time to time is annexed to this report.

Conservation of energy, technology absorption and foreign exchange earnings and outgo

The particulars regarding conservation of energy, technology absorption, foreign exchange earnings and outgo, as required under Section 217(1)(e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988, are annexed with this report.

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 regulatory authorities. Directors also place on record their heartfelt appreciation for employees of the Company for their dedication and contribution.

On behalf of the Board of Directors

Place: Kolkata S. P. Mittal Dated: May 30, 2011 Executive Chairman