Notes to Accounts of Greenply Industries Ltd.

Mar 31, 2018

1. Reporting entity

Greenply Industries Limited (the ‘Company’) is a public company domiciled in India having its registered office situated at Makum Road, P.O. Tinsukia, Assam-786125, India. The Company has been incorporated under the provisions of the Indian Companies Act and its equity shares are listed on National Stock Exchange (NSE) and Bombay Stock Exchange (BSE) in India. The Company is primarily involved in manufacturing of plywood, medium density fibre boards (MDF) and trading of wallcovers and allied products.

The Company has three overseas and one domestic wholly owned subsidiary companies namely:

(a) Greenply Trading Pte. Limited., incorporated in Singapore, is engaged into trading of Medium Density Fibreboards and allied products. It has invested into a Joint Venture Company viz. Greenply Alkemal (Singapore) Pte. Limited., incorporated in Singapore which is engaged into trading of veneers.

(b) Greenply Holdings Pte. Limited, Singapore.

(c) Greenply Middle East Limited, incorporated in Dubai, is engaged into trading of veneers and operates as an investment vehicle. It has invested into a wholly owned subsidiary company Greenply Gabon SA, Gabon, West Africa, which is engaged into manufacturing of veneers.

(d) Greenpanel Industries Limited, incorporated in India, to carry on the sales and marketing of Medium Density Fibreboards (MDF) and allied products.

2. Basis of preparation

a. Statement of compliance

These standalone financial statements are prepared in accordance with Indian Accounting Standards (Ind AS) as per the Companies (Indian Accounting Standards) Rules, 2015 as amended, notified under Section 133 of the Companies Act, 2013 (‘Act’) and other relevant provisions of the Act. The standalone financial statements are authorised for issue by the Board of Directors of the Company at their meeting held on 29 May 2018. The details of the Company’s accounting policies are included in note 3

b. Functional and presentation currency

These standalone financial statements are presented in Indian Rupees (‘), which is also the Company’s functional currency. All amounts have been rounded off to the nearest lakhs, unless otherwise indicated.

c. Basis of measurement

The standalone financial statements have been prepared on historical cost basis, except for the following items:

d. Use of estimates and judgements

In preparing these standalone financial statements, management has made judgements, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets, liabilities, income and expenses. Management believes that the estimates using in the preparation of the standalone financial statements are prudent and reasonable. Actual results may differ from these estimates.

Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised prospectively.

Judgements

I nformation about judgements made in applying accounting policies that have the most significant effects on the amounts recognised in the standalone financial statements is included in the Note 38 - lease classification.

Assumptions and estimation uncertainties

Information about assumptions and estimation uncertainties that have a significant risk of resulting in a material adjustment in the standalone financial statements for the every period ended is included in the following notes:

- Note 4 - useful life and residual value of property, plant and equipment;

- Note 31 - measurement of defined benefit obligations: key actuarial assumptions;

- Note 35 - recognition of deferred tax assets:

- Note 37 - recognition and measurement of provisions and contingencies: key assumptions about the likelihood and magnitude of an outflow of resources;

- Note 42 - impairment of financial assets: key assumptions used in estimating recoverable cash flows

e. Measurement of fair values

A number of the Company’s accounting policies and disclosures require the measurement of fair values, for both financial and non-financial assets and liabilities. The Company has an established control framework with respect to the measurement of fair values. The management has overall responsibility for overseeing all significant fair value measurements and it regularly reviews significant unobservable inputs and valuation adjustments. If third party information, such as broker quotes or pricing services, is used to measure fair values, then the management assesses the evidence obtained from the third parties to support the conclusion that these valuations meet the requirements of Ind AS, including the level in the fair value hierarchy in which the valuations should be classified. Significant valuation issues are reported to the Company’s audit committee.

Fair values are categorised into different levels in a fair value hierarchy based on the inputs used in the valuation techniques as follows:

- Level 1: quoted prices (unadjusted) in active markets for identical assets or liabilities.

- Level 2: inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices).

- Level 3: inputs for the asset or liability that are not based on observable market data (unobservable inputs).

When measuring the fair value of an asset or a liability, the Company uses observable market data as far as possible. If the inputs used to measure the fair value of an asset or a liability fall into different levels of the fair value hierarchy, then the fair value measurement is categorised in its entirety in the same level of the fair value hierarchy as the lowest level input that is significant to the entire measurement. The Company recognises transfers between levels of the fair value hierarchy at the end of the reporting period during which the change has occurred.

Further information about the assumptions made in measuring fair values is included in note 41.

3A. Standards issued but not yet effective Appendix B to Ind AS 21, Foreign currency transactions and advance consideration

On 28 March 2018, Ministry of Corporate Affairs (“MCA”) has notified the Companies (Indian Accounting Standards) Amendment Rules, 2018 containing Appendix B to Ind AS 21, Foreign currency transactions and advance consideration which clarifies the date of the transaction for the purpose of determining the exchange rate to use on initial recognition of the related asset, expense or income, when an entity has received or paid advance consideration in a foreign currency. The amendment will come into force from 1 April 2018. The Company has evaluated the effect of this on the standalone financial statements and the impact is not material.

Ind AS 115- Revenue from Contract with Customers

On 28 March 2018, Ministry of Corporate Affairs (“MCA”) has notified the Ind AS 115, Revenue from Contract with Customers. The core principle of the new standard is that an entity should recognise revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. Further the new standard requires enhanced disclosures about the nature, amount, timing and uncertainty of revenue and cash flows arising from the entity’s contracts with customers.

The standard permits two possible methods of transition:

- Retrospective approach - Under this approach the standard will be applied retrospectively to each prior reporting period presented in accordance with Ind AS 8 - Accounting Policies, Changes in Accounting Estimates and Errors

- Retrospectively with cumulative effect of initially applying the standard recognized at the date of initial application (Cumulative catch - up approach)

The effective date for adoption of Ind AS 115 is financial periods beginning on or after 1 April 2018.

The Company will adopt the standard on 1 April 2018 by using the cumulative catch-up transition method and accordingly comparatives for the year ending or ended 31 March 2018 will not be retrospectively adjusted. The effect on adoption of Ind AS 115 is expected to be insignificant.

Notes:

(a) General borrowing costs capitalised during the year amounting to Rs.850.43 lakhs (31 March 2017: Rs.384.83 lakhs), with a capitalisation rate of 9.37% (31 March 2017: 9.13%)

(b) As at 31 March 2018, capital work-in-progress with a carrying amount of Rs.76,922.75 lakhs (31 March 2017: Rs.21,583.85 lakhs) are subject to charge to secured borrowings (see Note 19).

4. Other intangible assets

See accounting policy in note 3(e) and (g)

Total carrying amount of inventories is pledged as securities against borrowings, refer note 19.

The write-down of inventories to net realisable value during the year amounted to Rs.371.32 lakhs (31 March 2017: Rs. Nil). These are recognised as expenses during the respective period and included in changes in inventories of stock in trade.

Notes:

(a) No trade or other receivables are due from directors or other officers of the Company either severally or jointly with any other person. Nor any trade or other receivables are due from firms or private companies respectively in which any director is a partner, a director or a member.

(b) Information about the Company’s exposure to credit and currency risks, and loss allowances related to trade receivables are disclosed in note 42. Provision as disclosed above is on case to case basis as identified by the management. Expected credit loss provision, as required by Ind AS 109, of Rs.821.72 lakhs (31 March 2017: Rs.502.33 lakhs) has been netted off with considered good amount in the above disclosure.

(c) For terms and conditions of trade receivables owing from related parties, see note 39.

(d) For receivables secured against borrowings, see note 19.

* The Company, on 12 August 2016, has issued and alloted 19,45,525 equity shares of face value of Rs.1 each through Qualified Institutional Placement (QIP) to Qualified Institutional Buyers at the issue price of Rs.257 per equity share, aggregating to Rs.5,000 lakhs for setting-up of new medium density fibreboard (MDF) manufacturing unit in Chittoor, Andhra Pradesh. The Company had complied with requisite provisions of the Companies Act, 2013 and SEBI, as applicable.

(b) Rights, preferences and restrictions attached to equity share

The Company has a single class of equity shares with par value of Rs.1 per share. Accordingly, all equity shares rank equally with regard to dividends and share in the Company’s residual assets on winding up. The equity shareholders are entitled to receive dividend as declared by the Company from time to time. The voting rights of an equity shareholder on a poll (not on show of hands) are in proportion to its share of the paid-up equity capital of the Company. Voting rights cannot be exercised in respect of shares on which any call or other sums presently payable has not been paid. Failure to pay any amount called up on shares may lead to their forfeiture.

On winding up of the Company, the holders of equity shares will be entitled to receive the residual assets of the Company, remaining after distribution of all preferential amounts, in proportion to the number of equity shares held.

(c) Particulars of shareholders holding more than 5% shares of fully paid up equity shares

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

(e) The Company for the period of five years immediately preceding the reporting date has not:

(i) Allotted any class of shares as fully paid pursuant to contract(s) without payment being received in cash.

(ii) Allotted fully paid up shares by way of bonus shares.

(iii) Bought back any class of shares.

Description, nature and purpose of reserve:

(i) Security premium reserve: Security premium reserve is credited when shares are issued at premium. It is utilised in accordance with the provisions of the Act, to issue bonus shares, to provide for premium on redemption of shares or debentures, write-off equity related expenses like underwriting costs etc.

(ii) General reserve: The general reserve is used from time to time to transfer profits from retained earnings for appropriation purposes or as allowed by the Companies Act, 2013.

(iii) Retained earnings: It comprises of accumulated profit/ (loss) of the Company.

(iv) Other comprehensive income (OCI): It comprise of remeasurements of the net defined benefit plans on actuarial valuation of gratuity.

(B) Details of security

(a) Term loan from Landesbank Baden-Wurttemberg of Rs.29,406.99 lakhs (31 March 2017: Rs.17,814.91 lakhs) is secured by exclusive charge on Main Press Line of MDF plant at Chittoor, Andhra Pradesh along with any other movable fixed assets financed by Landesbank Baden-Wurttemberg.

(b) Other term loans of Rs.19,058.45 lakhs (31 March 2017: Rs.11,709.76 lakhs) are secured by:

(i) First pari passu charge on immovable fixed assets of the Company at Kriparampur (West Bengal), Pantnagar (Uttarakhand) and Chittoor (Andhra Pradesh).

(ii) First pari passu charge on all movable fixed assets of the Company except assets specifically charged to other lender(s) (including the main press line of MDF plant at Pantnagar (Uttarakhand) and main press line of MD plant at Chittoor (Andhra Pradesh) along with any other movable fixed assets exclusively charged to Landesbank Baden- Wurttemberg).

(iii) Second pari passu charge on all current assets of the Company.

(c) Secured Loan against vehicles and equipments are in respect of finance of vehicles, secured by hypothecation of the respective vehicles.

(d) Working capital loans of Rs.3,570.87 lakhs (31 March 2017: Rs.3,405.70 lakhs) are secured by:

(i) First pari passu charge on all current assets of the Company.

(ii) Second pari passu charge on immovable fixed assets of the Company at Kriparampur (West Bengal), Pantnagar (Uttarakhand) and Chittoor (Andhra Pradesh).

(iii) Second pari passu charge on all movable fixed assets of the Company except assets specifically charged to other lender(s) (including the main press line of MDF plant at Pantnagar (Uttarakhand) and main press line of MDF plant at Chittoor (Andhra Pradesh) along with any other movable fixed assets exclusively charged to Landesbank Baden-Wurttemberg).

(e) Foreign currency loan - buyers credit of Rs.5,256.54 lakhs (31 March 2017: Rs.2,605.89 lakhs) and Rupee loans - bill discounting of Rs.4,319.77 lakhs (31 March 2017: Rs.4,756.68 lakhs) is secured by letter of credit/letter of undertaking issued by banks.

(a) There is no amount due and outstanding to be credited to Investor Education and Protection Fund as at 31 March 2018.

(b) Information about the Company’s exposure to currency and liquidity risks related to the above financial liabilities is disclosed in note 42.

Government grants have been received for the import of certain items of property, plant and equipment under export promotion capital goods (EPCG) scheme of Government of India. The Company has certain export obligations against such benefits availed which the Company will fulfill within the required time period under the scheme. For contingencies attached to these grants, refer note 37.

Post the applicability of Goods and Service Tax (GST) with effect from 1 July 2017, revenue from operations are disclosed net of GST, whereas excise duty formed part of Expenses in previous year. Accordingly, revenue from operations and Expenses for the year ended 31 March 2018 are not comparable with the previous year presented in the standalone financial statements.

Notes:

(a) Defined contribution plan: Employee benefits in the form of provident fund is considered as defined contribution plan and the contributions to Employees’ Provident Fund Organisation established under The Employees’ Provident Fund and Miscellaneous Provisions Act, 1952 is charged to the Standalone Statement of Profit and Loss of the year when the contributions to the respective funds are due.

(b) Defined benefit plan: Retirement benefits in the form of gratuity is considered as defined benefit obligations and is provided for on the basis of third party actuarial valuation, using the projected unit credit method, as at the date of the Standalone Balance Sheet.

Every Employee who has completed five years or more of service is entitled to gratuity on terms not less favourable than the provisions of The Payment of Gratuity Act, 1972.

As the Company has not funded its liability, it has nothing to disclose regarding plan assets and its reconciliation.

(d) Amount incurred as expense for defined contribution to Provident Fund is Rs.696.05 lakhs (31 March 2017 Rs.675.25 lakhs)

Claim against the Company not acknowledged as debt:

Cash outflows for the above are determinable only on receipt of judgments pending at various forums/ authorities. The Company has reviewed all its pending litigations and proceedings and has adequately provided for where provisions are required and disclosed as contingent liabilities where applicable, in its financial statements. The Company does not expect the outcome of these proceedings to have a materially adverse effect on its financial position.

Guarantees outstanding:

The Company had issued guarantees in favour of banker on behalf of its joint venture company - Greenply Alkemal (Singapore) Pte. Limited for the purpose of availing working capital loan. This guarantee was issued in USD.

The Company had issued counter guarantees in favour of banker on behalf of its wholly owned subsidiary company - Greenply Trading Pte. Limited and Greenply Middle East Limited, for the purpose of availing working capital loan. These guarantees was issued in USD.

5. Operating leases

See accounting policy in note 3(m)

(a) Future minimum lease rentals payable under non cancellable operating lease

The Company has taken certain vehicles under non-cancelable operating leases. Lease rental expense under non-cancellable operating lease during the year amounted to Rs.195.13 lakhs (31 March 2017: Rs.159.74 lakhs). Future minimum lease payments under non-cancellable operating lease is as below:

(b) The Company has taken certain commercial premises and equipment under cancellable operating leases. These lease agreements are normally renewed on expiry. Lease payments recognised in Standalone Statement of Profit and Loss with respect to operating leases Rs.911.60 lakhs (31 March 2017: Rs.801.25 lakhs) has been included as rent in note 34 ‘Other expenses’.

6. Related party disclosure

a) Related parties where control exists Wholly owned subsidiary companies:

i) Greenply Trading Pte. Limited, Singapore

ii) Greenply Holdings Pte. Limited, Singapore

iii) Greenply Middle East Limited, Dubai

iv) Greenply Gabon SA, Gabon (Subsidiary of Greenply Middle East Limited, Dubai)

v) Greenpanel Industries Limited, India (w.e.f. 13.12.2017)

Company in which a Subsidiary is a Joint Venture Partner:

i) Greenply Alkemal (Singapore) Pte. Limited, Singapore

(Joint venture of Greenply Trading Pte. Limited, Singapore with Alkemal Singapore Pte. Limited, Singapore)

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

i) Mr.Shiv Prakash Mittal, Executive Chairman

ii) Mr. Rajesh Mittal, Managing Director

iii) Mr. Shobhan Mittal, Joint Managing Director & CEO

iv) Mr. Sanidhya Mittal, Executive Director (w.e.f. 07.02.2018)

v) Mr. Susil Kumar Pal, Non-Executive Independent Director

vi) Mr. Vinod Kumar Kothari, Non-Executive Independent Director

vii) Mr. Anupam Kumar Mukerji, Non-Executive Independent Director

viii) Mr. Upendra Nath Challu, Non-Executive Independent Director

ix) Ms. Sonali Bhagwati Dalal, Non-Executive Independent Director

x) Mr. Moina Yometh Konyak, Non-Executive Independent Director (died on 08.01.2018)

xi) Mr. V. Venkatramani, Chief Financial Officer

xii) Mr. Kaushal Kumar Agarwal, Company Secretary & Vice President - Legal

Relatives of Key Management Personnel (KMP)

i) Mrs. Chitwan Mittal (Wife of Mr. Shobhan Mittal)

ii) Mrs. Surbhi Poddar (Daughter of Mr. Rajesh Mittal)

iii) Mr. Sanidhya Mittal (Son of Mr. Rajesh Mittal)

c) Enterprises controlled by Key Management Personnel or their relatives

i) Prime Holdings Private Limited

ii) Trade Combines (Partnership Firm)

iii) RS Homcon Limited

iv) Mastermind Shoppers Private Limited

v) Greenlam Industries Limited

As the future liability for gratuity and compensated encashment is provided on an actuarial basis for the Company as a whole, the amount pertaining to each key management personnel is not separately ascertainable and, therefore, not included above. Based on the recommendation of the Nomination and Remuneration Committee, all decisions relating to the remuneration of the KMPs are taken by the Board of Directors of the Company, in accordance with shareholders’ approval, wherever necessary.

g) Terms and conditions of transactions with related parties

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

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

The loan given to related parties is made in the ordinary course of business and on terms at arm’s length price. Outstanding balances at the year-end is unsecured and will be settled in cash and cash equivalents. The interest on loan given to subsidaries is fixed at arm length rate at 12 months USD Libor plus 500 basis points.

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

h) Details of loans, investments and guarantee covered under Section 186(4) of the Companies Act, 2013

(i) Details of loans

Loan given to Greenply Middle East Limited bears interest rate of 12 months USD Libor plus 5% p.a. and is repayable at various dates on or before 11 February 2024. The said loan has been given for business requirements. (refer note 8).

(ii) Details of investments

Particulars of investments as required under Section 186(4) of the Companies Act, 2013 have been disclosed in note 7.

7. Accounting classifications and fair values

See accounting policy in note 3(c)

The fair values of financial assets and liabilities, together with the carrying amounts shown in the Standalone Balance Sheet are as follows:

8. Fair value measurement

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

The Company has established the following fair value hierarchy that categories the value into 3 levels. The inputs to valuation techniques used to measure fair value of financial instruments are:

Level 1: The hierarchy uses quoted prices in active markets for identical assets or liabilities. The fair value of all bonds which are traded in the stock exchanges is valued using the closing price or dealer quotations as at the reporting date.

Level 2: The fair value of financial instruments that are not traded in an active market (for example traded bonds, over the counter derivatives) is determined using valuation techniques which maximise the use of observable market data and rely as little as possible on company specific estimates. If all significant inputs required to fair value an instrument are observable, the instrument is included in Level 2.

Level 3: If one or more of the significant inputs is not based on observable market data, the instrument is included in Level 3.

Financial assets and liabilities measured at fair value - recurring fair value measurements are as follows:

The management assessed that trade receivables, cash and cash equivalent, other bank balances, trade payable, cash credits and other financial assets and liabilities approximate their carrying amounts largely due to the short term maturities of these instruments.

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

(a) The fair value of the quoted investments are based on market price at the respective reporting date.

(b) The fair value of interest rate swaps is calculated as the present value of the estimated future cash flows based on observable yield curves based on report obtained from banking partners.

(c) The fair value of forward foreign exchange contracts is calculated as the present value determined using forward exchange rates and interest rate curve of the respective currencies based on report obtained from banking partners.

9. Financial risk management

The Company has exposure to the following risks arising from financial instruments:

(i) Credit risk

(ii) Liquidity risk

(iii) Market risk

Risk management framework

The Company’s principal financial liabilities, other than derivatives, comprises of borrowings, trade and other payables. The main purpose of these financial liabilities is to finance the Company operations. The Company’s principal financial assets, other than derivatives include trade and other receivables, investments and cash and cash equivalents that derive directly from its operations.

The Company’s activities expose it to a variety of financial risks, including market risk, credit risk and liquidity risk. The Company’s primary risk management focus is to minimise potential adverse effects of market risk on its financial performance. The Company uses derivative financial instruments to mitigate foreign exchange related risk exposures. Foreign currency options contract are entered to hedge certain foreign currency risk exposures and interest rate swaps to hedge variable interest rate exposures. The Company’s exposure to credit risk is influenced mainly by the individual characteristic of each customer and the concentration of risk from the top few customers. The Company’s risk management assessment and policies and processes are established to identify and analyse the risks faced by the Company, to set appropriate risk limits and controls, and to monitor such risks and compliance with the same. Risk assessment and management policies and processes are reviewed regularly to reflect changes in market conditions and the Company’s activities.

This note presents information about the Company’s exposure to each of the above risks, the Company’s objectives, policies and processes for measuring and managing risk, and the Company’s management of capital.

The sources of risks which the Company is exposed to and their management is given below:

(i) Credit risk

Credit risk is the risk of financial loss of the Company if a customer or counterparty to a financial instrument fails to meet its contractual obligations, and arises principally from the Company receivables from customers and loans. The Company is exposed to credit risk from its operating activities (primarily trade receivables) and from its financing/investing activities, including deposits with bank, foreign exchange transactions and financial guarantees. The Company has no significant concentration of credit risk with any counterparty. The carrying amount of financial assets represent the maximum credit risk exposure.

Trade receivable

The management has established a credit policy under which each new customer is analysed individually for creditworthiness before the Company’s standard payment and delivery terms and conditions are offered. The Company’s review includes external ratings, if they are available, financial statements, credit agency information, industry information and in some cases bank references.

Exposure to credit risks

The Company’s exposure to credit risk is influenced mainly by the individual characteristics of each customer. However management also considers the factors that may influence the credit risk of its customer base, including the default risk associated with the industry. Details of concentration percentage of revenue generated from top customer and top five customers are stated below:

Trade receivables are primarily unsecured and are derived from revenue earned from customers. Credit risk is managed through credit approvals, establishing credit limits and by continuously monitoring the creditworthiness of customers to which the Company grants credit terms in the normal course of business. As per simplified approach, the Company makes provision of expected credit loss on trade receivables using a provision matrix to mitigate the risk of default payments and makes appropriate provisions at each reporting date whenever is for longer period and involves higher risk. On account of adoption of Ind AS 109, the Company uses expected credit loss model to assess the impairment loss or gain. The Company uses a provision matrix to compute the credit loss allowance for trade receivables. The said provision has been netted off under trade receivables.

(ii) Liquidity risk

Liquidity risk is defined as the risk that the Company will not be able to settle or meet its obligations on time or at reasonable price. Prudent liquidity risk management implies maintaining sufficient cash and marketable securities and the availability of funding through an adequate amount of credit facilities to meet obligations when due. The Company’s finance team is responsible for liquidity, finding as well as settlement management. In addition, Processes and policies related to such risks are overseen by senior management. Management monitors the Company’s liquidity position through rolling forecasts on the basis of expected cash flows.

The Company’s approach to managing liquidity is to ensure, as far as possible, that it will have sufficient liquidity to meet its liabilities when they are due, under both normal and stressed conditions, without incurring unacceptable losses or risking damage to the Company’s reputation.

Exposure to liquidity risk

The table below provides details regarding the remaining contractual maturities of financial liabilities at the reporting date based on contractual undiscounted payments.

(iii) Market risk

Market risk is the risk of loss of future earnings, fair value or future cash flows that may result from a change in the price of a financial instrument . The value of a financial instrument may change as a result of changes in the interest rates, foreign currency exchange rates, commodity prices, equity prices and other market changes that effect market risk sensitive instruments. Market risk is attributable to all market risk sensitive financial instruments including investments and deposits, foreign currency receivables, payables and borrowings. The Company uses derivatives to manage market risks. All such transactions are carried out within the guidelines set by the management.

(a) Currency risk

Foreign currency risk is the risk impact related to fair value or future cash flows of an exposure in foreign currency, which fluctuate due to changes in foreign exchange rates. The Company’s exposure to the risk of changes in foreign exchange rates relates primarily to the foreign currency borrowings, import of raw materials and spare parts, capital expenditure, exports of finished goods. The Company evaluates exchange rate exposure arising from foreign currency transactions. The Company follows established risk management policies and standard operating procedures. It uses derivative instruments like foreign currency swaps and forwards to hedge exposure to foreign currency risk.

Exposure to currency risk

The Company’s exposure to foreign currency at the end of the reporting period are as follows:

Sensitivity analysis

A reasonably possible strengthening (weakening) of the USD and EURO against Indian rupee at 31 March would have affected the measurement of financial instruments denominated in a foreign currency and affected equity and profit or loss by the amount shown below. This analysis assumes that all other variables, in particular interest rates, remain constant and ignores any impact of forecast sales and purchases.

(b) Interest rate risk

I nterest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The Company exposure to the risk of changes in market interest rates related primarily to the Company’s short term borrowing with floating interest rates. For all long term borrowings with floating rates, the risk of variation in the interest rates in mitigated through interest rate swaps. The Company constantly monitors the credit markets and rebalances its financing strategies to achieve an optimal maturity profile and financing cost.

Exposure to interest rate risk

The interest rate profile of the Company ‘s interest bearing financial instruments at the end of the reporting period are as follows

Sensitivity analysis

Fixed rate instruments that are carried at amortised cost are not subject to interest rate risk for the purpose of sensitive analysis.

A reasonably possible change of 100 basis points in variable rate instruments at the reporting dates would have increased or decreased profit or loss by the amounts shown below:

10. Capital management

The Company’s policy is to maintain a strong capital base so as to maintain investor, creditor and market confidence and to sustain furture development of the business. The management monitors the return on capital, as well as the level of dividends to equity shareholders.

The Company’s objective when managing capital are to: (a) to maximise shareholders value and provide benefits to other stakeholders and (b) maintain an optimal capital structure to reduce the cost of capital.

For the purpose of the Company’s capital management, capital includes issued equity share capital and other equity reserves attributable to the equity holders.

The Company monitors capital using debt-equity ratio, which is total debt less liquid investments divided by total equity

In addition, the Company has financial covenants relating to the banking facilities that it has taken from all the lenders like interest service coverage ratio, Debt to EBITDA, current ratio etc. which is maintained by the Company.

11. Segments information

In accordance with Ind AS 108 “Operating Segments”, segment information has been given in the consolidated financial statements of the Company, and therefore, no separate disclosure on segment information is given in these standalone financial statements.

12. Taxation

The Company has established a comprehensive system of maintenance of information and documents as required by the transfer pricing regulations under Sections 92-92F of the Income-Tax Act, 1961. Since the law requires existence of such information and documentation to be contemporaneous in nature, the Company continuously updates its documents for the international transactions entered into with the associated enterprises during the financial year. The management is of the opinion that its international transactions are at arm’s length so that the aforesaid legislation will not have any impact on the financial statements, particularly on the amount of tax expense for the year and that of provision for taxation.

13. Government grant (Ind AS 20): Other operating revenue includes incentives against scheme of budgetary support under Goods and Services Tax Regime for the units set-up in Rudrapur-MDF, Uttarakhand and Tizit, Nagaland of Rs.1,934.61 lakhs (31 March 2017 Rs. Nil) and incentive against refund of excise duty for the unit set-up in Tizit, Nagaland till 30 June 2017 of Rs.753.93 lakhs (31 March 2017 Rs.620.87 lakhs).

Proposed dividends on equity shares are subject to approval at the annual general meeting and are not recognised as a liability (including dividend distribution tax thereon) as at 31 March 2018.

14. The standalone financial statements of the previous year were audited by a firm of chartered accountants other than B S R & Co. LLP.

15. Previous year’s figures have been regrouped/reclassified wherever necessary to conform to current year’s classification/disclosure.

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Mar 31, 2017

1 DISCLOSURES REGARDING EMPLOYEE BENEFITS

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

ii) Defined Benefit Plan: Retirement benefits in the form of Gratuity and Leave Encashment are considered as defined benefit obligations and is provided for on the basis of third party actuarial valuation, using the projected unit credit method, as at the date ofthe Balance Sheet.

Every Employee who has completed five years or more of service is entitled to Gratuity on terms not less favourable than the provisions of The Payment of Gratuity Act, 1972.

As the Company has not funded its liability, it has nothing to disclose regarding plan assets and its reconciliation.

2. SEGMENT REPORTING

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

NOTES:

a) Business Segments:

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

Plywood and Allied Products:The Segment is engaged in the business of manufacturing and trading of Plywood, block boards, veneer, doors and other wood panel products through its wholesale and retail network.

Medium Density Fibre Boards and Allied Products: The Segment is engaged in the business of manufacturing of Medium Density Fibre Boards and other allied products through its wholesale and retail network.

b) Segment Assets and Liabilities:

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

c) Segment Revenue and Expenses:

Segment revenue and expensesaredirectlyattributabletothesegment.lt does not include dividend income, profit on sale of investments, interest income, interest expense, other expenses which cannot be allocated on a reasonable basis and provision for income tax (both current and deferred).''Unallocated Expenses net of Unallocable Income'' include Corporate Expenses which cannot be allocated on a reasonable basis and exceptional items.

3. RELATED PARTY DISCLOSURES

4. List of related parties and relationship:

a) Related parties where control exists Wholly Owned Subsidiary Companies

i) Greenply Trading Pte. Ltd., Singapore

ii) Greenply Holdings Pte. Ltd., Singapore

iii) Greenply Middle East Ltd., Dubai

iv) Greenply Gabon SA, Gabon (Subsidiary of Greenply Middle East Ltd., Dubai)

Company in which a Subsidiary is a Joint Venture Partner

i) Greenply Alkemal (Singapore) Pte. Ltd., Singapore

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

Key Management Personnel/Director

i) Mr. Shiv Prakash Mittal, Executive Chairman

ii) Mr. Rajesh Mittal, Managing Director

iii) Mr. Shobhan Mittal, Joint Managing Director & CEO

iv) Mr. Susil Kumar Pal, Independent Director

v) Mr. Vinod Kumar Kothari, Independent Director

vi) Mr. Anupam Kumar Mukerji, Independent Director

vii) Mr. Upendra Nath Challu, Independent Director

viii) Ms. Sonali Bhagwati Dalai, Independent Director

ix) Mr. Moina Yometh Konyak, Non-Executive Director

x) Mr. V. Venkatramani, Chief Financial Officer

xi) Mr. Kaushal Kumar Agarwal, Company Secretary &VP - Legal

Enterprises Owned/Influenced by Key Management Personnel or their relatives

i) Prime Holdings Pvt. Ltd.

ii) Trade Combines

iii) RS Homcon Ltd.

iv) Greenlam Industries Ltd.

Relatives of Key Management Personnel

i) Mrs. Chitwan Mittal (Wife of Mr. Shobhan Mittal)

ii) Mrs. Surbhi Poddar (Daughter of Mr. Rajesh Mittal)

iii) Mr. Sanidhya Mittal (Son of Mr. Rajesh Mittal)

5. FIRST-TIME ADOPTION OF IND AS:

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

The accounting policies set out herein have been applied in preparing the financial statements for the year ended 31 March 2017, the comparative information presented in these financial statements for the year ended 31 March 2016 and in the preparation of an opening Ind AS balance sheet at 1 April 2015 (the company''s date of transition). In preparing its opening Ind AS balance sheet, the company has adjusted the amounts reported previously in financial statements prepared in accordance with the accounting standards notified under Companies (Accounting Standards) Rules, 2006 (as amended) and other relevant provisions of the Act (previous GAAP).

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

6. Business Combinations:

Ind AS 101 provides the option to apply Ind AS 103 prospectively from the transition date or from a specific date prior to the transition date. This provides relief from full retrospective application that would require restatement of all business combinations prior to the transition date. The company has elected to apply Ind AS 103 prospectively to business combinations occurring after its transition date. Business combinations occurring prior to the transition date have not been restated.

7. Carrying value of Property, Plant and Equipment:

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

8. Estimates:

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

Ind AS estimates as at 1 April 2015 are consistent with the estimates as at the same date made in confirmity with previous GAAP. The company made estimates for following items in accordance with Ind AS at the date of transition as these were not required under previous GAAP:

(i) Quoted Investments in Equity Shares carried at fair value through Profit and Loss;

(ii) Derivative financial instruments carried at fair value;

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

9. Fair Valuation of Investments:

Under the previous GAAP, investments in equity instruments were classified as long-term investments or current investments based on the intended holding period and readability. Long term investments were carried at cost less provision for other than temporary decline in the value of such investments. Current investments were carried at lower of cost and fair value. Under Ind AS, these investments are required to be measured at fair value, except in case of investments in subsidaries where an option to carry at cost less impairment is available.

Accordingly, equity investments in subsidaries have been carried at cost resulting in no changes. Investments in quoted equity shares have been measured at fair value through profit and loss (FVTPL), resulting in increase of Rs, 24.83 lacs in investments and retained earnings on transition date. Subsequently, during year ended 31 March 2016 profit increased byRs, 18.92 lacs and profit on sale of investments decreased by Rs, 43.53 lacs due to fair valuation along with corresponding impact on investments. As such.

net increase in investments on account of fair valuation as on 31 March 2016 is Rs, 0.21 lacs.

10. Leasehold Land:

Under Ind AS, classification of lease into operating or finance is based on various principles. A lease is classified as finance lease if it transfers substantially all the risks and rewards incidental to ownership. Leasehold lands held by the company have present value of minimum lease payments lesser than the fair value on date of inception of lease and as such the same is reclassified as operating lease and have been shown as Prepaid Lease rentals under current assets. Cost of leasehold land comprised of upfront amount paid on inception of lease. As such leasehold land of Rs, 1526.13 lacs under fixed assets on transition date has been reclassified to Prepaid Lease rentals of Rs, 1509.75 lacsand Rs, 16.38 lacs has been charged to retained earnings.

11. Borrowings:

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

Accordingly on transition date, borrowings are reduced by Rs, 172.14 lacs with corresponding credit to retained earnings. Subsequently, during year ended 31 March 2016 interest cost and borrowings has increased by Rs, 90.62 lacs on account of application of effective interest rate method.

12. Proposed Dividend:

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

Accordingly, the liability for proposed dividend of Rs, 724.09 lacs and dividend distribution tax of Rs, 147.41 lacs on transition date has been derecognised in the retained earnings.

Liability for proposed dividend ofRs, 724.09 lacs and dividend distribution tax ofRs, 147.41 lacs which was dereognised on the transition date, has been recognised in the retained earnings during the year ended 31 March 2016, as declared and paid.

13. Excise Duty:

Under the previous GAAP, revenue from sale of products was presented exclusive of excise duty. Under Ind AS, revenue from sale of goods is presented inclusive of excise duty. The excise duty paid is presented on the face of statement of profit and loss as part of expenses. This change has resulted in an increase in total revenue and total expenses for the year ended 31 March 2016 by Rs, 6776.51 lacs. There is no impact on total equity and profit.

Company''s Tizit unit is entitled to refund of excise duty which was accounted as part of revenue from sale of goods under previous GAAP. Under Ind AS, the same shall be recognised as Other Income. As such, refund of excise duty of Rs, 593.79 lacs for the year ended 31 March 2016 has been reclassified to Other Income. There is no impact on total equity and profit.

14. Biological Assets:

Under the previous GAAP, Clonal Plants were a part of inventory and were valued at lower of cost or net realisable value. Under Ind AS, Clonal Plants are not considered as a part of inventory, and are required to be valued at fair value only. As such. Clonal Plants amounting to Rs, 28.60 lacs have been reclassified to other current assets and value thereof has been increased by Rs, 3.87 lacs on transition date. During the year ended 31 March 2016, value of clonal plants decreased by Rs, 3.87 lacs on account of fair valuation.

15. Finance Costs:

Under previous GAAP a substantial period of time to get ready an qualifying asset was specified. Under Ind AS no such period is stated and so interest on borrowings amounting to Rs, 26.52 lacs which was expensed earlier has now been capitalised during the year ended 31 March 2016.

16. Capitalisation of Pre-Operative Expenses:

Under previous GAAP, all pre-operative expenses including administrative and general overheads were capitalised to the cost of assets. Under Ind AS, these expenses are not required to be capitalised. Accordingly during the year ended 31 March 2016, administrative overheads of Rs, 30.86 lacs, finance costs of Rs, 0.39 lacs, and foreign exchange gain ofRs, 39.28 lacs have been readjusted resulting into net increase ofRs, 8.03 lacs to the cost of capital work in progress with corresponding charge to retained earnings.

17. Expected Credit Loss Model for Trade Receivables:

Ind AS 109 requires adjustment for expected credit loss while making provision for doubtful debts. No such adjustment was required under the previous GAAP. Accordingly, trade receivables and retained earnings decreased by Rs, 244.85 lacs on transition date and by an additional amount of Rs, 22.82 lacs during year ended 31 March 2016. Provision for expected credit losses stood at Rs, 267.67 lacs as on 31 March 2016.

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

As per Ind AS, trade receivables is derecognised only when the company has transferred the rights to receive cash flows, or when it has transferred substantially all the risks and rewards of the asset, or when it has transferred the control of the asset. As such, receivables should not be de-recognised to the extent of recourse in case of Channel Finance Assurance Facility. Accordingly, trade receivables to the extent of recourse amounting to Rs, 3119.69 lacs was not de-recognised from trade receivables with corresponding recognition of short term borrowings as on 31 March 2016.

19. Expected Cash Discounts:

As per Ind AS, revenue shall be measured at the fair value of the consideration received or receivable. Fair Value is to be adjusted for trade discounts and volume rebates allowed by the entity. The discount and the expected cash flows should be estimated at the time of sale and the expected discount should be recognised as a reduction of revenue. As such, provision for Expected Cash Discounts of Rs, 285.22 lacs has been recognised on transition date with corresponding charge to retained earnings. During theyearended 31 March 2016, provision has been increased byRs, 15.28 lacs by netting off with Gross revenue. As such closing provision for expected cash discounts as on 31 March 2016 stood at Rs, 300.50 lacs.

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

Ind AS 109 requires all derivatives to be measured at fair value and recognize any changes in fair value on the reporting date in profit and loss account unless they are designated in a qualifying hedge relationship. Under previous GAAP, derivatives were not measured at fair value. Mark to Market (MTM) gain/(loss) shall be recognised in Profit and Loss account with a corresponding derivative asset/ liability at each reporting date. The company has hedged its liability in foreign currency by entering into forward contracts and interest rate on its foreign currency long term borrowings by entering into Interest rate swap (IRS). Under Ind AS, MTM has been recognised on both of these derivative contracts. As such, MTM gain of Rs, 81.40 lacs has been recognised on transition date, with corresponding credit to retained earnings. During theyearended 31 March 2016, MTM loss of Rs, 83.83 lacs has been recognised in profit and loss account, with corresponding credit to derivative liability.

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

Under Ind AS, the change in defined benefit liability is split into changes arising out of service and interest cost and changes arising out of remeasurements. Changes due to service and interest cost are to be recognised in Profit and Loss account and the changes arising out of re-measurements are to be recognised directly in Other Comprehensive Income (OCI). As such, actuarial loss on valuation of Gratuity and Leave salary of Rs, 92.55 lacs as on transition date has been recognised in OCI with corresponding credit to retained earnings. Actuarial loss for the year ended 31 March 2016 is Rs, 230.89 lacs has been recognised in OCI instead of Employee benefit expenses.

22. Expenses pertaining to Scheme of Arrangement:

Under previous GAAP, expenses relating to the scheme of arrangement were been written off in five equal annual installments. Ind AS requires that costs incurred to effect a business combination are to be recognised as acquisition-related costs and be expensed in the period in which the costs are incurred. Accordingly, unamortised expenses towards scheme of arrangement as on the transition date of Rs, 80.74 lacs have been charged to retained earnings. Further out of such expenses incurred during year ended 31 March 2016, a sum ofRs, 55.47 lacs (net of amount already written off and reversal of adjustment as on transition date) has been charged to profit and loss account.

38.18 Sales Incentives to Dealers:

Under Ind AS, Incentives offered to Customers in any form shall be netted off from revenue and shall not be shown as Sales promotion expenses. However, incentives offered to persons other than customers shall continue to be shown as sales promotion expenses. As such, incentives offered to customers amounting to Rs, 427.36 lacs during the year ended 31 March 2016 has been netted off from revenue and reduced from sales promotion expenses. Under previous GAAP, all such incentives were shown as Sales promotion expenses.

23. Deferred Tax:

As per Ind AS, Deferred tax is provided using the balance sheet approach on temporary differences at the reporting date. On transition date, certain adjustments were made by charge/ credit to profit and loss account. The tax effect of such adjustments resulting into deferred tax asset of Rs, 331.30 lacs has been recognised by credit to retained earnings. During the year ended 31 March 2016, deferred tax expense has been increased by Rs, 152.11 lacs - out of which a sum ofRs, 79.91 lacs has been credited to other comprehensive income and balance Rs, 72.20 lacs to profit and loss account.

Under Ind AS, unused MAT tax credits are considered as a part of deferred tax and need to be presented accordingly. As such, MAT credit entitlement ofRs, 4095.40 lacs on the transition date has been deducted from Deferred Tax liability. During the year ended 31 March 2016, MAT credit entitlement of Rs, 629.70 lacs was utilised by which amount the Deferred Tax liability has been readjusted.

24. Capitalisation of Foreign Exchange Differences:

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

25. Fair Valuation of Loans and Advances:

Under Ind AS, fair valuation is required for in case of loans and advances such as advance to employees. Capital advances and security deposits. In case of advance to employees, company has charged interest @ 10.30% p.a. and as such no fair valuation is required. In case of capital advances, fair valuation is not required as the advances are non-refundable and shall only be adjusted against supply of fixed assets. Security deposits are paid for rental property, electricity and maintenance. Deposits for electricity supply earn a reasonable interest of approximately 6% p.a. and as such no fair valuation is required. Deposits for offices and warehouses taken on rentare usually shortterm lease contracts expiring within a year, and as such no fair valuation is required. Hence, all such loans and advances are carried at transaction value.

26.. CONTINGENT LIABILITIES AND COMMITMENTS

27. Contingent liabilities

28. Pending Litigations:

a. Excise Duty, Sales Taxes and other Indirect Taxes claims disputed by the Company relating to issues of applicability and determination aggregating Rs, 2786.14 lacs (Previous year Rs, 7690.17 lacs), excluding interest which cannot be determined at this stage.

b. Claims against the Company not acknowledged as debts Rs, 85.64 lacs (Previous year Rs, 83.94 lacs)

Notes:

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

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

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

29. Others:

a. Letter of credit established but material not received amounting toRs, 463.41 lacs (Previousyear Rs, 1117.21 lacs).

b. Guarantee given to a Bank in respect of loan to a joint venture company in which the Company''s wholly owned subsidiary is a joint owner USD 30 lacs (Previous Year USD 15 lacs) equivalent to Rs, 1950.68 lacs (Previous YearRs, 993.71 lacs), translated atyear-end exchange rate.

c. Counter-Guarantees given to banks for Stand-by Letter of Credit (SBLC) facility USD 25 lacs equivalenttoRs, 1625.56 lacs (Previous YearUSD 15 lacs equivalenttoRs,993.71 lacs). Outstanding amount of Overdraft limit availed by its wholly owned subsidiary against SBLC facility is USD 14.28 lacs equivalent to Rs, 928.52 lacs (Previous year USD 7 lacs equivalent to Rs, 463.73 lacs) translated atyear-end exchange rate.

d. (i) In respect of capital goods imported for the Pantnagar unit, at the concessional rate of

duty under the Export Promotion Capital Goods Scheme, the Company has an export obligation of approximately Rs, 7703.32 lacs (previous year Rs, 9483.45 lacs), which is required to be met at different dates, before 10.04.2019 (previous year 10.04.2019). In the event of non-fulfillment of the export obligation, the Company will be liable to pay customs duties of approximately Rs, 962.91 lacs (Previous Year Rs, 1185.43 lacs) together with interest, as applicable. The Company has discharged export obligation amounting to Rs, 1780.13 lacs (Previous Year Rs, 97.35 lacs) during the year ended 31st March 2017.

d. (ii) In respect of capital goods imported for the Chittor unit, at the concessional rate of duty under the Export Promotion Capital Goods Scheme, the Company has an export obligation of approximately Rs, 21757.22 lacs (previous year Rs, Nil), which is required to be met at different dates, before 16.03.2023 (previous year Nil). In the event of nonfulfillment of the export obligation, the Company will be liable to pay customs duties of approximately Rs, 3626.21 lacs (Previous Year Rs, Nil) together with interest, as applicable.

30. Commitments

a. Estimated amount of contracts remaining to be executed on capital account and not provided for (Net of advances) Rs, 23716.26 lacs (Previous year Rs, 31404.41 lacs).

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

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

31.. FINANCIAL INSTRUMENTS - ACCOUNTING CLASSIFICATION

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

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

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

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

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

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

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

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

32. FINANCIAL RISK MANAGEMENT

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

33 Market Risk

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

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

34. Interest Rate Risk

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

Interest Rate Swap:_

Notional amount USD 20 lacs Rs, 1300.45 lacs Hedge against exposure to variable interest outflow on loans. Swap (Previous year Nil) to pay fixed interest @ 2.20 % p.a. (in USD) and receive a variable

_interest @ 3 month USD-LIBOR on outstanding notional amount.

Notional amount USD 13.80 lacs Rs, 897.31 lacs Hedge against exposure to variable interest outflow on loans. Swap (Previous year USD 27 lacs Rs, 1788.68 lacs) to pay fixed interest @ 1.09 % p.a. (in USD) and receive a variable

_interest @ 3 month USD-LIBOR on outstanding notional amount.

Notional amount EURO 19.65 lacsRs, 1361.89 Hedge against exposure to variable interest outflow on loans. Swap lacs (Previous year EURO 39.3 lacs Rs, 2963.57 to pay fixed interest @ 1.06 % p.a. (in EURO) and receive a variable lacs)_interest @ 6 month EURIBOR on outstanding notional amount._

35. Foreign Currency Risk

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

36. Credit Risk

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

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

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

37. Liquidity Risk

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

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

38. Capital Management

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

39. FLUCTUATION IN LONG TERM FOREIGN CURRENCY MONETARY ITEMS

The Company has exercised the option available to it under Rule 46A of the Companies (Accounting Standards) (Second Amendment) Rules, 2011 in respect of accounting for fluctuations in foreign exchange relating to''Long Term Foreign Currency Monetary Items''availed upto 31 March 2016. Accordingly, it has adjusted a gain of Rs,172.08 lacs (Previous year loss of Rs,542.92 lacs) during the year to the cost of its fixed assets on account of such difference arising during the current year and has provided for depreciation thereon over the balance useful life ofthe respective assets. Consequently, the charge to the Statement of Profit and Loss is effected to that extent.

40. TAXATION

The Company''s management is ofthe opinion that its international and domestic transactions a re at arm''s length as per the independent accountants report for the year ended 31st March 2016. Management continues to believe that its international and domestic transactions post March 2016 and that the transfer pricing legislation will not have any impact on these financial statements, particularly on amount of tax expense and that of provision for taxation.

41. Company''s Plywood unit located at Pantnagar (Uttarakhand) was exempt from levy of Central Excise Duty upto 1 May 2016. Company''s MDF unit located at Pantnagar (Uttarakhand) is exempt from levy of Central Excise Duty. Company''s Plywood unit located at Tizit (Nalagand) is entitled to partial refund of Central Excise Duty.

42. Balances underTrade receivables.Trade Payables, Loans and Advances payable or receivable are subject to confirmation to be received from some ofthe parties.

43. The figures for the previous year are re-classified/ re-arranged / re -grouped, wherever necessary so as to be in conformity with the figures ofthe currentyear''s classification/disclosure.

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Mar 31, 2015

1.1 Terms/Rights attached to the Equity Shares

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

During the year, the amount of per share dividend recognized as distribution to equity shareholders was Rs. 3 (Previous year Rs. 3)

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

In the current year, the above information is furnished taking into consideration the fact whether or not the beneficial ownership is reflected in the records of the Depository. In the previous year the above information was furnished taking into consideration the beneficial ownership of shares as informed to the Company and the Registrar of Companies through filing of requisite forms.

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

1.3 The Company for the period of five years immediately preceding the date of Balance Sheet has not:

i. Allotted any class of shares as fully paid pursuant to contract(s) without payment being received in cash.

ii. Allotted fully paid up shares by way of bonus shares.

iii. Bought back any class of shares.

2.1 Term Loan from Landesbank Baden-Wurttenberg of Rs. 3974.16 Lacs is secured by first priority security charge on Main Press Line of MDF plant. Subject to Note no. 32.2.7, Other Term Loans of Rs. 13113.07 Lacs are secured by first mortgage and charge on the immovable and movable properties of the company other than immovable properties at Tizit, Nagaland and Main Press line of MDF plant, ranking on pari passu basis, save and except current assets, both present and future and second charge over the current assets.

2.2 Secured Deferred payment liabilities are in respect of finance of vehicles, secured by hypothecation of the respective vehicles.

3.1 Company''s Plywood & MDF units located at Pantnagar (Uttarakhand) are exempt from levy of Central Excise Duty. Company''s Plywood unit located at Tizit (Nalagand) is entitled to refund of Central Excise Duty paid after availing input credits. The Central Excise Duty debited to Statement of Profit & Loss is net of refund received Rs. 1365.62 Lacs (Previous year Rs. 899.40 Lacs).

3.2 Central Excise Duty includes Rs. 2.87 Lacs (Previous year Rs. 32.23 Lacs) paid on account of differential excise duty for earlier years.

3.3 Manufactured goods consumed for own use is accounted for at selling price. However, no adjustment for profit element included in such goods was required as the Company neither had the stocks of such transferred goods nor finished goods manufactured by further processing of the same, at year end.

4.1 Disclosures Regarding Employee Benefits

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

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

4.2 The prior period income & expenses have arisen in the current year as a result of inadvertent errors or omissions in the preparation of Financial Statements of one or more prior periods.

5. EXCEPTIONAL ITEMS

Gain of Rs. 1575.53 Lacs comprises of refund of Central Excise Duty due to the Company as per Order dated November 20, 2014 of The Gauhati High Court. The refund is related to the Tizit Plywood Unit of the Company for Financial Years 2008-09 to 2013-14.

6. contingent liabilities and

COMMITMENTS

6.1 Contingent liabilities

6.1.1 Pending Litigations:

a. Excise Duty, Sales Taxes and other Indirect Taxes claims disputed by the Company relating to issues of applicability and determination aggregating Rs. 7386.01 Lacs (Previous year Rs. 20922.69 Lacs).

b. Income Tax demand disputed by the Company relating to issues of applicability aggregating Rs. 8.94 Lacs (Previous year Rs. Nil).

c. Local Authority Taxes claims disputed by the Company relating to issues of applicability and determination aggregating Rs. 802.20 Lacs (Previous year Rs. 27.22 Lacs)

d. Claims against the Company not acknowledged as debts Rs. 63.94 Lacs (Previous year Rs. 68.82 Lacs).

Notes:

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

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

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

6.1.2 Others:

a. Letter of credit established but material not received amounting to Rs. 3219.41 Lacs (Previous year Rs. 4805.63 Lacs).

b. Guarantee given to Banks in respect of loans to its erstwhile wholly-owned subsidiary USD Nil(Previous Year USD 80,00,000) and SGD 2,51,36,000 (Previous Year SGD 22,36,000) equivalent to Rs. 11496.90 Lacs (Previous Year Rs. 5855.19 Lacs), translated at year-end exchange rate. It is under process to transfer to the Resulting Company pursuant to the Scheme of Arrangement.

c. In respect of capital goods imported at the concessional rate of duty under the Export Promotion Capital Goods Scheme, the Company has an export obligation of approximately Rs. 9569.91 lacs (previous year Rs. 15740.03 lacs), which is required to be met at different dates, before 10.04.2019 (previous year 20.02.2020). In the event of non-fulfillment of the export obligation, the Company willbe liable to pay customs duties of approximately Rs. 1197.60 lacs (Previous Year Rs. 2225.95 lacs) together with interest, as applicable. The Company has discharged export obligation amounting to Rs. Nil during the year ended March 31, 2015.

6.2 Commitments

a. Estimated amount of contracts remaining to be executed on capital account and not provided for (Net of advances) Rs. 308.44 Lacs (Previous year Rs. 3389.08 Lacs)

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

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

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

8. SCHEME OF ARRANGEMENT

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

8.2.3 Greenlam to issue and allot equity shares to the shareholders of the Company whose names appear in the register of members of the Company as on the record date, 1 (one) equity share of Rs. 5 (Indian Rupees five only) each in Greenlam credited as fully paid up for every 1 (one) equity share of Rs. 5 (Indian Rupees five only) each held by them in the Company. Consequent to the allotment of new shares as per the scheme, Current Investment of the Company of Rs. 5 Lacs has been cancelled and Greenlam has ceased to be subsidiary of the Company.

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

8.2.5 The transactions pertaining to the Decorative Business of the Company from the appointed date upto the effective date of the scheme of arrangement have been deemed to be made by Greenlam.

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

8.2.7 As per the Scheme of Arrangement approved by the HonRs.ble Gauhati High Court, the immovable assets of the Company stands freed from all charges, mortgages and encumbrances relating to liabilities relating to Decorative Business which stands transferred to Greenlam. But, the Company had created charges over its immovable assets (including those which now belong to Greenlam) under section 125 of the Companies Act, 1956 in respect of certain credit facilities taken from various banks for itself and for various undertakings of Greenlam. As the legal ownership of the immovable assets of Greenlam have not yet been transferred to them, the Company continues to enjoy credit facilities by the subsisting charges, mortgages and encumbrances over such assets. Vice-versa, Greenlam enjoys credit facilities by the subsisting charges, mortgages and encumbrances over immovable assets retained by the Company. Till creation/modification/satisfaction of Charges, as the case may be, in favour of the various banks/secured creditors of the respective Companies in terms of the applicable provisions of the Companies Act, 2013, the banks/secured creditors of the Company shall continue to hold their respective charge over the immovable assets of Greenlam.

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

Medium Density Fibre Boards & Allied Products: The Segment is engaged in the business of manufacturing of Medium Density Fibre Boards and other allied products through its wholesale and retail network.

b) Segment Assets and Liabilities :

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

c) Segment Revenue and Expenses :

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

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

9.1 List of related parties and relationship:

a) Related parties where control exists Subsidiary Companies

i) Greenply Industries (Myanmar) Pvt Ltd

ii) Greenply Trading Pte. Ltd.

iii) Greenlam Industries Ltd. (ceased to be a subsidiary w.e.f. 01.04.2014 pursuant to Scheme of Arrangement)

iv) Greenlam Asia Pacific Pte. Ltd. (ceased to be a subsidiary w.e.f. 01.04.2014 pursuant to Scheme of Arrangement)

v) Greenlam America, Inc. (ceased to be a subsidiary w.e.f. 01.04.2014 pursuant to Scheme of Arrangement)

vi) Greenlam VT Industries Pvt Ltd (ceased to be a subsidiary w.e.f. 01.04.2014 pursuant to Scheme of Arrangement)

vii) Greenlam Europe (UK) Ltd. (ceased to be a subsidiary w.e.f. 01.04.2014 pursuant to Scheme of Arrangement)

viii) Greenlam Asia Pacific (Thailand) Co. Ltd. (ceased to be a subsidiary w.e.f. 01.04.2014 pursuant to Scheme of Arrangement)

ix) Greenlam Holding Co. Ltd. (ceased to be a subsidiary w.e.f. 01.04.2014 pursuant to Scheme of Arrangement)

x) Pt. Greenlam Asia Pacific (ceased to be a subsidiary w.e.f. 01.04.2014 pursuant to Scheme of Arrangement) Company in which a Subsidiary is a Joint Venture Partner

i) Greenply Alkemal (Singapore) Pte Ltd (Investment through Subsidiary Greenply Trading Pte Ltd w.e.f. 14.05.2014)

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

Key Management Personnel / Director

i) Mr. Shiv Prakash Mittal, Executive Chairman

ii) Mr. Rajesh Mittal, Managing Director

iii) Mr. Shobhan Mittal, Joint Managing Director & CEO w.e.f. 05.02.2015 (Executive Director upto 04.02.2015)

iv) Mr. Saurabh Mittal, Joint Managing Director & CEO (upto 10.11.2014)

v) Mr. Susil Kumar Pal, Independent Director

vi) Mr. Vinod Kumar Kothari, Independent Director

vii) Mr. Anupam Kumar Mukerji, Independent Director

viii) Mr. Upendra Nath Challu, Independent Director

ix) Ms. Sonali Bhagwati Dalal, Independent Director

x) Mr. Moina Yometh Konyak, Non-Executive Director

xi) Mr. V. Venkatramani, Chief Financial Officer

xii) Mr. Kaushal Kumar Agarwal, Company Secretary

Enterprises Owned/Influenced by Key Management Personnel or their relatives

i) Himalaya Granites Ltd.

ii) Prime Holdings Pvt Ltd.

iii) S.M.Management Pvt Ltd.

iv) Prime Properties Pvt Ltd.

v) Trade Combines

vi) Greenlam Industries Ltd.

vii) Greenlam Asia Pacific Pte. Ltd.

viii) R S Homcon Ltd.

Relatives of Key Management Personnel

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

ii) Mrs. Chitwan Mittal (Wife of Mr. Shobhan Mittal)

iii) Mrs. Surbhi Poddar (Daughter of Mr. Rajesh Mittal)

iv) Mr. Sanidhya Mittal (Son of Mr. Rajesh Mittal)

9.3 Investments by the loanee in the shares of the parent Company and its subsidiary companies, when the Company has made a loan or advance in the nature of loan Rs. NIL (Previous Year Rs. NIL) Notes : Related Party Relationship is as identified by the Company and relied upon by the Auditors.

10. fluctuation in long term foreign

CURRENCY MONETARY ITEMS

The Company has exercised the option available to it under Rule 46A of the Companies (Accounting Standards) (Second Amendment) Rules, 2011 in respect of accounting for fluctuations in foreign exchange relating to "Long Term Foreign Currency Monetary Items". Accordingly, it has adjusted a gain of Rs. 746.10 Lacs (Previous year loss of Rs. 1885.52 Lacs) during the period to the cost of its fixed assets on account of such difference arising during the current period and has provided for depreciation thereon over the balance useful life of the respective assets. Consequently, the charge to the Statement of Profit and Loss is effected to that extent.

11. TAXATION

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

12. DEPRECIATION

In accordance with the provisions of the Companies Act 2013, effective from April 1,2014, the Company has reassessed the remaining useful lives of its fixed assets prescribed by Schedule II to the Act or actual useful life of assets, whichever is lower. In case of any asset whose life has completed as above, the carrying value, net of residual value of Rs. 966.18 Lacs, as at April 1, 2014 has been adjusted to the Surplus in the Statement of Profit & Loss and in other cases the carrying value has been depreciated over the remaining of the revised life of the assets and recognized in the Statement of Profit and Loss.

13. The figures stated in the previous period are inclusive of figures of Decorative Business of the Company which have been demerged with effect from the appointed date (i.e. April 1,2013), the accounting effect of which has been given in current year, and as such current year''s figures are not comparable.

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

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Mar 31, 2014

1.1 The Central Excise Duty debited to Profit and Loss Account is net of refund received Rs.899.40 lacs (Previous year Rs.1751.68 lacs) including Rs. Nil (Previous year Rs.889.07 lacs) for earlier years. This refund is on account of exemption equivalent to the excise duty payable on value addition carried out by the Tizit unit and additional sums as per an interim order of the Hon''ble Guwahati High Court.

1.2 Company''s both the units at Rudrapur (Uttarakhand) and its unit at Nalagarh (Himachal Pradesh) are exempt from levy of Central Excise Duty.

1.3 Central Excise Duty includes Rs.32.23 lacs (Previous yearRs.89.11 lacs) paid on account of differential excise duty for earlier years.

2.1 Disclosures Regarding Employee Benefits

Defined Contribution Plan: Employee benefits in the form of Provident Fund and ESIC are considered as defined contribution plan and the contributions to Employees'' Provident Fund Organisation established under The Employees'' Provident Fund and Miscellaneous Provisions Act, 1952 and Employees'' State Insurance Act, 1948, respectively, are charged to the Profit and Loss Account of the year when the contributions to the respective funds are due. Defined Benefit Plan: Retirement benefits in the form of Gratuity are considered as defined benefit obligations and are provided for on the basis of third party actuarial valuation, using the projected unit credit method, as at the date of the Balance Sheet. As the Company has not funded its liability, it has nothing to disclose regarding plan assets and its reconciliation. Defined Benefit Obligation at the year end amounted to Rs.1252.84 lacs (previous year Rs.1046.36 lacs).

The estimates of rate of escalation in salary considered in actuarial valuation, take into account inflation, seniority,

promotion and other relevant factors including supply and demand in the employment market.

The above information is certified by the actuary.

Para 132 of Accounting Standard 15 (revised 2005) does not require any specific disclosures except where expense resulting from compensated absence is of such size, nature or incidence that its disclosure is relevant under Accounting Standard 5 or Accounting Standard 18. In the opinion of the management the expense resulting from compensated absence is not significant and hence no disclosures are prepared under various paragraphs of AS 15 (revised 2005).

3. CONTINGENT LIABILITIES AND COMMITMENTS

3.1 Capital Commitments

a. Estimated amount of contracts remaining to be executed on capital account and not provided for (Net of advances) Rs.3389.08 lacs (Previous year Rs.1334.66 lacs).

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

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

3.2 Contingent liabilities

a. Counter-Guarantees given to banks for bank guarantees'' established Rs.226.94 lacs (Previous year Rs.370.57 lacs).

b. Counter-Guarantees given to banks for Stand-by Letter of Credit (SBLC) facility Rs.1796.70 lacs (Previous Year Rs.1650 lacs). Outstanding amount of Overdraft limit availed by Greenlam America Inc. and Greenlam Asia Pacific Pte. Ltd. against SBLC facility is USD 19,40,000 and USD 10,00,000 respectively equivalent to Rs.1760.77 lacs (Previous yearRs.1597.01 lacs) translated at year-end exchange rate.

c. Letter of credit established but material not received amounting to Rs.4805.63 lacs (Previous year Rs.5276.21 lacs).

d. Guarantee/Letter of Assurance given to Banks for Bills discounting facilities (Channel Financing) -Rs.6200 lacs (Previous Year Rs.5000 lacs) and outstanding amount under this Bills Discounting facility — Rs.4333.08 lacs (Previous year Rs.4119.89 lacs)

e. Claims against the Company not acknowledged as debts - Rs.68.82 lacs (Previous year - Rs.72.91 lacs)

f. Disputed Demand of Statutory Dues in Appeal Rs.4158.07 lacs (Previous yearRs.881.31 lacs).

g. Amounts covered by Show cause notices received from Excise & other Government Authorities Rs.11623.33 lacs (Previous Year Rs.8783.20 lacs).

h. Amounts covered by Departmental appeals against orders in favour of the Company Rs.5168.51 lacs (Previous Year Rs.11.06 lacs ).

i. Guarantee given to Banks in respect of loans to its wholly owned subsidiary US Dollar 80,00,000 (Previous Year US Dollar 10,000,000) and Singapore Dollar 22,36,000 (Previous Year Singapore Dollar 14,00,000) equivalent to Rs.5855.19 lacs (Previous Year Rs.6040 lacs), translated at year-end exchange rate.

j. In respect of capital goods imported at the concessional rate of duty under the Export Promotion Capital Goods Scheme, the Company has an export obligation of approximately Rs.15740.03 lacs (previous year Rs.13985.32 lacs), which is required to be met at different dates, before 20.02.2020 (previous year 10.04.2019). In the event of non-fulfilment of the export obligation, the Company will be liable to pay customs duties of approximately Rs.2225.95 lacs (Previous Year Rs.1748.17 lacs) together with interest, as applicable.

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

5 DISCONTINUING OPERATIONS:

5.1 The Company''s Board of Directors at its meeting held on 30th September, 2013 approved a "Composite Scheme of Arrangement", under sections 100 to 104 and 391 to 394 of the Companies Act, 1956 or any statutory modification or re-enactment thereof read with the applicable provisions of the Companies Act, 2013 ("the Act"), for demerging its "Decorative Business" on a going concern basis to the newly formed subsidiary company, namely, M/s. Greenlam Industries Limited (Greenlam). The Decorative Business comprises of manufacturing and marketing of high pressure laminates, decorative veneers, compact laminates and allied product(s) which is reported as a separate segment viz., "Laminates and Allied Products" as per AS 17- Segment Reporting and presently, it consists of manufacturing units situated at Behr or (Rajasthan) and Nalagarh (Himachal Pradesh), marketing, branch and administrative office(s) located in India and subsidiaries/step-down subsidiaries viz. Greenlam Asia Pacific Pte. Limited (registered in Singapore), Greenlam America, Inc. (registered in USA), Greenlam Europe (UK) Limited (registered in UK), Greenlam Asia Pacific (Thailand) Co. Limited (registered in Thailand), Greenlam Holding Co. Limited (registered in Thailand), PT. Greenlam Asia Pacific (registered in Indonesia) and Greenlam VT Industries Private Limited (registered in India), hereinafter referred to as the "Demerged Undertaking". Upon the Scheme becoming effective and in consideration of the demerger and transfer of the Demerged Undertaking, Greenlam shall, without further application, issue and allot to the shareholders of Greenply whose names appear in the register of members of Greenply as on the Record Date, 1 (One) equity share of INR 5.00 (Indian Rupees Five only) each in Greenlam, credited as fully paid up for every 1 (One) equity share of INR 5O0 (Indian Rupees Five only) each held by them in Greenply. Upon issue of the new equity shares by Greenlam to the shareholders of Greenply in terms of this Scheme, all existing equity shares held by the existing shareholders of Greenlam, shall stand cancelled, without any further act or deed. The reduction of capital of Greenlam pursuant to this Scheme shall be given effect as an integral part of the Scheme and the consent given to the Scheme by the shareholders and the creditors of Greenlam shall be deemed to be their consent under the provisions of Section 100 and all other applicable provisions of the Act to such reduction of capital of Greenlam and Greenlam shall not be required to convene any separate meeting for that purpose. The order of the Hon''ble Guahati High Court sanctioning the Scheme shall be deemed to be an Order under Section 102 of the Act.

Currently, after receipt of the approval of the scheme from the National Stock Exchange of India Limited and BSE Limited, the Company has sought approval of the scheme from the Hon''ble Gauhati High Court which is pending for disposal. It proposes to comply with other regulatory approvals and compliances in course of time by 31st March, 2015.

Pending approval of the High Court and other regulatory compliances, the Company has undertaken to carry on the business of the Demerged Undertaking in the ordinary course of business for and on account of and in trust for Greenlam. All incomes and profits accruing to Greenply (including taxes paid thereon) or expenses and losses arising or incurred by it relating to the Demerged Undertaking for the period falling on and after the Appointed Date till the Effective date, shall for all purposes, be treated as the incomes, profits (including taxes paid) or expenses and losses, as the case may be of Greenlam.

a) Business Segments :

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

Plywood & Allied Products: The Segment is engaged in the business of manufacturing and trading of Plywood, block boards, veneer, doors and other wood panel products through its wholesale and retail network.

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

Medium Density Fibre Boards & Allied Products: The Segment is engaged in the business of manufacturing of Medium Density Fibre Boards and other allied products through its wholesale and retail network.

b) Segment Assets and Liabilities :

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

c) Segment Revenue and Expenses :

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

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

a) Related parties where control exists Subsidiary Companies

i) Greenlam Asia Pacific Pte. Ltd.

ii) Greenlam America, Inc.

iii) Greenply Industries (Myanmar) Pvt Ltd

iv) Greenply Trading Pte. Limited

v) Greenlam Industries Limited

vi) Greenlam VT Industries Pvt Ltd

vii) Greenlam Europe (UK) Ltd.

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

ix) Greenlam Holding Co. Ltd.

x) Pt. Greenlam Asia Pacific

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

i) Mr. Shiv Prakash Mittal, Executive Chairman ii) Mr. Rajesh Mittal, Managing Director iii) Mr. Saurabh Mittal, Jt. Managing Director & CEO iv) Mr. Shobhan Mittal, Executive Director

Enterprises Owned/Influenced by Key Management Personnel or their relatives

i) Himalaya Granites Ltd.

ii) Prime Holdings Pvt Ltd.

iii) S.M.Management Pvt Ltd.

iv) Prime Properties Pvt Ltd.

v) Trade Combines

Relative of Directors

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

ii) Mrs. Chitwan Mittal (Wife of Mr. Shobhan Mittal)

iii) Ms. Surbhi Mittal (Daughter of Mr. Rajesh Mittal)

7. INFORMATION REGARDING MICRO, SMALL AND MEDIUM ENTERPRISES

As at 31st March, 2014, no supplier has intimated the Company about its status as Micro or Small enterprises or its registration with the appropriate authority under Micro, Small and Medium Enterprises Act, 2006. So, no disclosure is made. The Company has compiled this information based on the current information in its possession.

8. ACCOUNTS OF SUBSIDIARY COMPANIES

The accounts of the subsidiary companies are not attached herewith as the Board of Directors of the Company resolved to avail the general exemption granted by the Ministry of Corporate Affairs, Government of India vide its Circular no.2 / 2011 dated 8th February, 2011.

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Mar 31, 2013

1.1 Disclosures Regarding Employee Benefits

Defined Contribution Plan: Employee benefits in the form of Provident Fund and ESIC are considered as defined contribution plan and the contributions to Employees'' Provident Fund Organisation established under The Employees'' Provident Fund and Miscellaneous Provisions Act, 1952 and Employees'' State Insurance Act, 1948, respectively, are charged to the Profit and Loss Account of the year when the contributions to the respective funds are due.

Defined Benefit Plan: Retirement benefits in the form of Gratuity are considered as defined benefit obligations and are provided for on the basis of third party actuarial valuation, using the projected unit credit method, as at the date of the Balance Sheet. As the Company has not funded its liability, it has nothing to disclose regarding plan assets and its reconciliation. Defined Benefit Obligation at the year end amounted to Rs. 1046.36 lacs (previous year Rs. 791.80 lacs).

2. CONTINGENT LIABILITIES AND COMMITMENTS

2.1 Capital Commitments

Estimated amount of contracts remaining to be executed on capital account and not provided for (Net of advances) Rs. 1334.66 lacs (Previous year Rs. 463.45 lacs).

2.2 Contingent liabilities

a. Counter-Guarantees given to banks for bank guarantees'' established Rs. 370.57 lacs (Previous year Rs. 420.13 lacs).

b. Counter-Guarantees given to banks for Stand-by Letter of Credit (SBLC) facility Rs. 1650 lacs (Previous Year Rs. Nil). Outstanding amount of Overdraft limit availed by Greenlam America Inc. and Greenlam Asia Pacific Pte. Ltd. against SBLC facility is USD 20,00,000 and USD 10,00,000 respectively equivalent to Rs. 1597.01 lacs (Previous year Rs. Nil) translated at year-end exchange rate.

c. Letter of credit established but material not received amounting to Rs. 5276.21 lacs (Previous year Rs. 483.54 lacs).

d. Guarantee/Letter of Assurance given to Banks for Bills discounting facilities (Channel Financing) - Rs. 5,000.00 lacs (Previous Year Rs. 5,000.00 lacs) and outstanding amount under this Bills Discounting facility - Rs. 4119.89 lacs (Previous year Rs. 2724.60 lacs)

e. Claims against the Company not acknowledged as debts - Rs. 72.91 lacs (Previous year - Rs. 47.13 lacs)

f. Disputed Demand of Statutory Dues in Appeal Rs. 881.31 lacs (Previous year Rs. 3271.60 lacs). Out of it Rs. NIL (Previous Year Rs. 2670.52 lacs) has been stayed for recovery by the relevant Authorities.

g. Amounts covered by Show cause notices received from Excise Authorities Rs. 8783.20 lacs (Previous Year Rs. 5842.62 lacs).

h. Amounts covered by Departmental appeals against orders in favour of the Company Rs. 11.06 lacs (Previous Year Rs. Nil).

i. Estimated liability of "Entry Tax" under "Himachal Pradesh Tax on Entry of Goods into Local Area Act, 2010" - Rs. Nil (Previous Year Rs. 88.83 lacs) (stayed by High Court of Himachal Pradesh)

j. Guarantee given to Banks in respect of loans to its wholly owned subsidiary US Dollar 10,000,000 (Previous Year US Dollar 10,000,000) and Singapore Dollar 14,00,000 (Previous Year Singapore Dollar 14,00,000) equivalent to Rs. 6040 lacs (Previous Year Rs. 5654.81 lacs), translated at year-end exchange rate.

k. In respect of capital goods imported at the concessional rate of duty under the Export Promotion Capital Goods Scheme, the Company has an export obligation of approximately Rs. 13985.32 lacs (previous year Rs. 18834.94 lacs), which is required to be met at different dates, before 10.04.2019 (previous year 30.12.2018). In the event of non-fulfillment of the export obligation, the Company will be liable to pay customs duties of approximately Rs. 1748.17 lacs (Previous Year Rs. 2354.37 lacs) together with interest, as applicable.

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

4. Segment Reporting (Under Accounting Standard AS - 17 issued by ICAI)

Segment information has been prepared in conformity with the accounting policies adopted for preparing and presenting the financial statements of the Company. As part of Secondary reporting, revenues are attributed to geographical areas based on the location of the customers. The following table present the revenue, profit, assets and liabilities information relating to the business/geographical segment for the year ended 31st March, 2013.

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

5.1 List of related parties where control exists and related parties with whom transactions have taken place and relationships: a) Wholly owned Subsidiary Companies

i) Greenlam Asia Pacific Pte. Ltd.

ii) Greenlam America, Inc.

iii) Greenlam Europe (UK) Ltd.

b F''aities where control exists

i) Himalaya Granites Ltd.

ii) Prime Holdings Pvt Ltd.

iii) S.M.Management Pvt Ltd.

iv) Prime Properties Pvt Ltd.

v) Trade Combines

S''Koy Management Personnel

i) Mr. Shiv Prakash Mittal, Executive Chairman

ii) Mr. Rajesh Mittal, Managing Director

iii) Mr. Saurabh Mittal, Jt. Managing Director & CEO

iv) Mr. Shobhan Mittal, Executive Director

d) Relative of Directors:

i) Ms. Parul Mittal

ii) Ms. Chitwan Mittal

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

Notes :

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

2. Figures for the previous year have been given in brackets.

6. INFORMATION REGARDING MICRO, SMALL AND MEDIUM ENTERPRISES

As at 31st March, 2013, no supplier has intimated the Company about its status as Micro or Small enterprises or its registration with the appropriate authority under Micro, Small and Medium Enterprises Act, 2006. So, no disclosure is made. The Company has compiled this information based on the current information in its possession.

7. ACCOUNTS OF SUBSIDIARY COMPANIES

The accounts of the subsidiary companies are not attached herewith as the Board of Directors of the Company resolved to avail the general exemption granted by the Ministry of Corporate Affairs, Government of India vide its Circular no.2 / 2011 dated 8th February, 2011.

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Mar 31, 2012

1.1 Disclosure as per SEBI guidelines

On 24.03.2011, 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 16th October, 2009 pursuant to the Letter of Offer dated 14th September, 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 following purposes.

2.1 Term Loan from Landesbank Baden-Wurttenberg is secured by first priority security charge on Main Press Line of MDF plant.

2.2 All other Term Loans are secured by first mortgage and charge on the immovable and movable properties of the company other than immovable properties at Tizit, Nagaland and Main Press line of MDF plant, ranking on pari passu basis, save and except current assets, both present and future and second charge over the current assets.

2.3 Deferred payment liabilities are in respect of finance of vehicles and are secured by hypothecation of the respective vehicles.

3.1 Company's Tizit (Nagaland) unit is entitled to exemption equivalent to the excise duty payable on value addition carried out by the unit. The Central Excise Duty debited to Profit and Loss Account is net of refund received Rs. 489.74 lacs (Previous year Rs. 407.98 lacs).

3.2 Company's both the units at Rudrapur (Uttarakhand) and its unit at Nalagarh (Himachal Pradesh) are exempt from levy of Central Excise Duty.

3.3 Central Excise Duty includes Rs. 117.74 lacs (Previous year Rs. 45.78 lacs) paid on account of differential excise duty for earlier years.

4.1 Disclosures Regarding Employee Benefits

Defined Contribution Plan: Employee benefits in the form of Provident Fund and ESIC are considered as defined contribution plan and the contributions to Employees' Provident Fund Organisation established under The Employees' Provident Fund and Miscellaneous Provisions Act, 1952 and Employees' State Insurance Act, 1948, respectively, are charged to the Statement of Profit and Loss of the year when the contributions to the respective funds are due.

Defined Benefit Plan: Retirement benefits in the form of Gratuity are considered as defined benefit obligations and are provided for on the basis of third party actuarial valuation, using the projected unit credit method, as at the date of the Balance Sheet. As the Company has not funded its liability, it has nothing to disclose regarding plan assets and its reconciliation. Defined Benefit Obligation at the year end amounted to Rs. 791.80 lacs (previous year Rs. 619.64 lacs).

5. CONTINGENT LIABILITIES AND COMMITMENTS

5.1. Capital Commitments

Estimated amount of contracts remaining to be executed on capital account and not provided for (Net of advances) Rs. 463.45 lacs (Previous year Rs. 890.58 lacs).

5.2. Contingent Liabilities

a. Counter-Guarantees given to banks for bank guarantees' established Rs. 420.13 lacs (Previous yearRs. 191.01 lacs).

b. Letter of credit established but material not received amounting to Rs. 483.54 lacs (Previous yearRs. 1644.60 lacs).

c. Guarantee/Letter of Assurance given to Banks for Bills discounting facilities (Channel Financing) - Rs. 5,000.00 lacs (Previous Year Rs. 6,000.00 lacs) and outstanding amount under this Bills Discounting facility - Rs. 2724.60 lacs (Previous year Rs. 1606.57 lacs)

d. Claims against the Company not acknowledged as debts -Rs. 47.63 lacs (Previous year -Rs. 46.13 lacs)

e. Disputed Demand of Statutory Dues in Appeal Rs. 3271.60 lacs (Previous yearRs. 3215.88 lacs). Out of itRs. 2670.52 lacs (Previous Year Rs. 2670.52 lacs) has been stayed for recovery by the relevant Authorities.

f. Amounts covered by Show cause notices received from Excise Authorities Rs. 5842.62 lacs (Previous YearRs. 2779.97 lacs).

g. Estimated liability of "Entry Tax" under "Himachal Pradesh Tax on Entry of Goods into Local Area Act, 2010 - Rs. 88.83 lacs (Previous Year Rs. 26.22 lacs) (stayed by High Court of Himachal Pradesh)

h. Guarantee given to Banks in respect of loans to its wholly owned subsidiary US Dollar 10,000,000 (Previous Year US Dollar 10,000,000) and Singapore Dollar 14,00,000 (Previous Year Singapore Dollar 14,00,000) equivalent to Rs. 5654.81 lacs (Previous Year Rs. 4952.62 lacs), translated at year-end exchange rate.

i. In respect of capital goods imported at the concessional rate of duty under the Export Promotion Capital Goods Scheme, the Company has an export obligation of approximatelyRs. 18834.94 lacs (previous yearRs. 21241.90 lacs), which is required to be met at different dates, before 30.12.2018 (previous year 28.03.2019). In the event of non- fulfillment of the export obligation, the Company will be liable to pay customs duties of approximately Rs. 2354.37 lacs (Previous Year Rs. 2655.24 lacs) together with interest, as applicable.

6. CHANGE IN ACCOUNTING POLICY

The Company has exercised the option available to it under Rule 46A of the Companies (Accounting Standards) (Second Amendment) Rules, 2011 in respect of accounting for fluctuations in foreign exchange relating to "Long Term Foreign Currency Monetary Items". Accordingly, it has adjusted a sum ofRs. 872.16 lacs to the cost of its fixed assets on account ' of such difference arising during the year and has provided for the depreciation thereon over the balance useful life of the respective assets. Consequently, the charge to the Statement of Profit and Loss is lower to that extent. The figures for earlier year have not been re-stated pursuant to such change in accounting treatment and so the same are not comparable to that extent.

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

8. NEGATIVE NET WORTH OF A SUBSIDIARY :

The company has invested Rs. 740.23 lacs (Previous Year Rs. 740.23 lacs) as equity contribution in Greenlam America Inc., a wholly owned subsidiary. In addition, trade receivables from it amounted to Rs. 1444.09 lacs (Previous Year Rs. 1256.15 lacs) as on 31st March, 2012. The net worth of the subsidiary is negative as on 31st March, 2012 as the accumulated losses of the Company atRs. 1100.47 lacs (Previous YearRs. 1198.30 lacs) have exceeded the paid up share capital of the said subsidiary company by Rs. 360.24 lacs (Previous Year Rs. 458.07 lacs). On consideration of the long term business outlook and future growth plans of the said subsidiary, the Management is of the opinion that losses are temporary in nature and going concern nature of the business is not adversely affected. In view of the above, no diminution in the value of investment is required and the trade receivables are fully recoverable.

9. SEGMENT REPORTING (UNDER ACCOUNTING STANDARD AS - 17 ISSUED BY ICAI)

Segment information has been prepared in conformity with the accounting policies adopted for preparing and presenting the financial statements of the Company. As part of Secondary reporting, revenues are attributed to geographical areas based on the location of the customers. The following table present the revenue, profit, assets and liabilities information relating to the business / geographical segment for the year ended 31st March, 2012.

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

33.1 List of related parties where control exists and related parties with whom transactions have taken place and relationships:

a) Wholly owned Subsidiary Companies

i) Greenlam Asia Pacific Pte. Ltd. ii) Greenlam America, Inc.

b) Parties where control exists

i) Himalaya Granites Ltd.

ii) Prime Holdings Pvt Ltd.

iii) S.M.Management Pvt Ltd.

iv) Greenply Leasing & Finance Ltd.

v) Prime Properties Pvt Ltd.

vi) Vanashree Properties Pvt Ltd.

vii)Trade Combines

c) Key Management Personnel

i) Mr. Shiv Prakash Mittal, Executive Chairman ii) Mr. Rajesh Mittal, Managing Director iii) Mr. Saurabh Mittal, Jt. Managing Director & CEO iv) Mr. Shobhan Mittal, Executive Director

d) Relative of Directors:

Ms. Parul Mittal

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

Notes :

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

2. Figures for the previous year have been given in brackets.

11. INFORMATION REGARDING MICRO, SMALL AND MEDIUM ENTERPRISES

As at 31st March, 2012, no supplier has intimated the Company about its status as Micro or Small enterprises or its registration with the appropriate authority under Micro, Small and Medium Enterprises Act, 2006. So, no disclosure is made. The Company has compiled this information based on the current information in its possession.

12. ACCOUNTS OF SUBSIDIARY COMPANIES

The accounts of the subsidiary companies are not attached herewith as the Board of Directors of the Company resolved to avail the general exemption granted by the Ministry of Corporate Affairs, Government of India vide its Circular no.2/ 2011 dated 8th February, 2011.

---

Mar 31, 2011

1.01 Capital Commitments:

Estimated amount of contracts remaining to be executed on capital account and not provided for (Net of advances) Rs.890.48 lacs (Previous year Rs.2758.02 lacs).

2.02 Contingent Liabilities:

2.02.01 Counter-Guarantees given to banks for bank guarantees' established Rs.191.01 lacs (Previous yearRs. 186.65 lacs).

2.02.02 Letter of credit established but material not received amounting to Rs.1644.60 lacs (Previous year Rs.1762.90 lacs).

2.02.03 Guarantee/Letter of Assurance given to Banks for Bills discounting facilities (Channel Financing) - Rs.6,000.00 lacs (Previous Year Rs.6,000.00 lacs) and outstanding amount under this Bills Discounting facility -Rs.1606.57 lacs (Previous year Rs.957.81 lacs)

2.02.04 Claims against the Company not acknowledged as debts -Rs.46.13 lacs (Previous year -Rs.27.46 lacs)

2.02.05 Disputed Demand of Statutory Dues in Appeal Rs.3215.88 lacs (Previous year Rs.3508.26 lacs).

2.02.06 Amounts covered by Show cause notices received from Excise Authorities Rs.2779.97 lacs (Previous Year Rs.NIL).

2.02.07 Estimated liability of "Entry Tax" under "Himachal Pradesh Tax on Entry of Goods into Local Area (Amendment) Ordinance, 2011- Rs.26.22 lacs (Previous Year Rs.NIL) (stayed by High Court of Himachal Pradesh)

2.02.08 Guarantee given to Banks in respect of loans to its wholly owned subsidiary US Dollar 10,000,000 (Previous Year US Dollar 10,000,000) and Singapore Dollar 14,00,000 (Previous Year NIL) equivalent to Rs.4952.62 lacs (Previous Year Rs.4507.00 lacs), translated at year-end exchange rate.

2.02.09 In respect of capital goods imported at the concessional rate of duty under the Export Promotion Capital Goods Scheme, the Company has an export obligation of approximately Rs.21241.90 lacs (previous year Rs.23201 lacs), which is required to be met at different dates, before 28.03.2019. In the event of non- fulfillment of the export obligation, the Company will be liable to pay customs duties of approximately Rs.2655.24 lacs (Previous YearRs.2900 lacs) together with interest, as applicable. Further, export obligations under Advance Authorisation Scheme / DFIA Scheme on duty free imports of raw materials remain outstanding to the extent of Rs.NIL (Previous Year Rs.671.30 lacs).

2.03 Revalued Assets:

Some of fixed assets of Plywood Division were revalued on 31st March, 1994 and the resultant increase in book value was Rs.293.52 lacs. Depreciation for the year includes Rs.3.23 lacs (Previous year Rs.5.11 lacs) pertaining to revalued amount.

2.04 Export Incentives:

As per past practice, Export Incentives credited to Profit and Loss Account includes estimated duty saving of Rs.662.57 lacs (Previous year Rs.121.32 lacs) on the basis of rates of duty in force as at the end of the accounting period under Advance Authorisation Scheme for import of Raw Materials for value of USD 1,02,33,043 (Previous year USD 29,60,446.18) without payment of customs duty and also unutilised entitlements of Rs.572.91 lacs (previous year Rs.692.05 lacs) under DFIA scheme for import of raw materials for value of USD 1,24,80,931 (Previous year USD 1,56,80,528) and unutilised entitlements of Rs.51.57 lacs (Previous year Rs.20.56 lacs) under Duty Entitlement Pass Book Scheme. The generally accepted accounting practice is to account for this duty saving when its realisation is reasonably certain. This benefit is dependent upon actual imports within the stipulated time and on the rates of duty in force when the licenses are so actually utilised. By crediting this hypothetical and uncertain income of Rs.1287.05 lacs (previous year Rs.833.93 lacs) to the profit & loss account, the profit for the year and current assets have been overstated to that extent.

2.05 Valuation of Investments, Etc.:

The Company has invested Rs.740.23 lacs as equity contribution in Greenlam America Inc., a wholly owned subsidiary. In addition, trade receivables from it amounted to Rs.1256.15 lacs as on 31st March, 2011. The net worth of the subsidiary is negative as on 31st March, 2011 as the accumulated losses of the Company at Rs.1198.30 lacs have exceeded the paid up share capital of the said subsidiary company by Rs.458.07 lacs.

On consideration of the long term business outlook and future growth plans of the said subsidiary, the Management is of the opinion that losses are temporary in nature and going concern nature of the business is not adversely affected. In view of the above, no diminution in the value of investment is required and the trade receivables are fully recoverable.

2.06 Exemptions From Central Excise Duty:

2.06.01 Company's Tizit (Nagaland) unit is entitled to exemption equivalent to the excise duty payable on value addition carried out by the unit. The Central Excise Duty debited to Profit and Loss Account is net of refund received Rs.407.98 lacs (Previous year Rs.266.75 lacs).

2.06.02 Company's both the units at Rudrapur (Uttarakhand) and its unit at Nalagarh (Himachal Pradesh) are exempt from levy of Central Excise Duty.

2.07 Information Regarding Micro, Small and Medium Enterprises:

As at 31st March, 2011, no supplier has intimated the Company about its status as Micro or Small enterprises or its registration with the appropriate authority under Micro, Small and Medium Enterprises Act, 2006. So, no disclosure is made. The Company has compiled this information based on the current information in its possession.

2.08 Disclosures Regarding Employee Benefits:

2.08.01 Defined Contribution Plan: Employee benefits in the form of Provident Fund and ESIC are considered as defined contribution plan and the contributions to Employees' Provident Fund Organisation established under The Employees' Provident Fund and Miscellaneous Provisions Act 1952 and Employees' State Insurance Act, 1948, respectively, are charged to the Profit and Loss Account of the year when the contributions to the respective funds are due.

2.08.02 Defined Benefit Plan: Retirement benefits in the form of Gratuity are considered as defined benefit obligations and are provided for on the basis of third party actuarial valuation, using the projected unit credit method, as at the date of the Balance Sheet. As the Company has not funded its liability, it has nothing to disclose regarding plan assets and its reconciliation. Defined Benefit Obligation at the year end amounted to Rs.619.64 lacs (previous yearRs.496.87 lacs).

2.08.03 Actuarial assumptions:

Mortality Table (LIC) LIC 1994-1996

Discount Rate (per annum) 8

Expected rate of return on plan assets (per annum)

Rate of escalation in salary (per annum) 5

2.08.04 The estimates of rate of escalation in salary considered in actuarial valuation, take into account inflation, seniority, promotion and other relevant factors including supply and demand in the employment market.

2.08.05 The above information is certified by the actuary.

2.08.06 Para 132 of Accounting Standard 15 (revised 2005) does not require any specific disclosures except where expense resulting from compensated absence is of such size, nature or incidence that its disclosure is relevant under Accounting Standard 5 or Accounting Standard 18. In the opinion of the management the expense resulting from compensated absence is not significant and hence no disclosures are prepared under various paragraphs of AS 15 (revised 2005).

2.10 Accounts of Subsidiary Companies:

The accounts of the subsidiary companies are not attached herewith as the Board of Directors of the Company resolved to avail the general exemption granted by the Ministry of Corporate Affairs, Government of India vide its Circular no.2/2011 dated 8th February, 2011.

2.11 Manufactured goods consumed for own use is accounted for at selling price.

2.12 Inventories are taken, valued and certified by the management.

2.13 Balances under Sundry Debtors, Sundry Creditors, Loans and Advances payable or receivable are subject to confirmation to be received from some of the parties.

The above does not includes:

a) Sitting fee of Rs.3.15 lacs (Previous year Rs.4.00 lacs) paid to non-executive Directors.

b) Commission on net profits of T20.00 lacs (Previous year 710.00 lacs) paid to non-executive Directors.

c) Provision for gratuity of whole time directors 71.56 lacs (Previous year 72.20 lacs) on actuarial basis.

2.16 Borrowing costs capitalised during the period TNIL. (Previous year 7553.82 lacs).

2.17 Raw Materials Consumed includes cost of raw materials sold 71165.93 lacs (Previous year 7937.40 lacs).

2.18 Central Excise Duty includes 745.78 lacs (Previous year 730.34 lacs) paid on account of differential excise duty for earlier years.

2.19 The figures of the previous year have been re-grouped and re-arranged wherever necessary.

---

Mar 31, 2010

1.01 Capital Commitments:

Estimated amount of contracts remaining to be executed on capital account and not provided for (Net of advances) Rs. 2758.02 lacs (Previous year Rs.15946.80 lacs).

1.02 Contingent Liabilities:

1.02.01 Counter-Guarantees given to banks for bank guarantees established Rs.186.65 lacs (Previous year Rs.195.26 lacs).

1.02.02 Letter of credit established but material not received amounting to Rs. 1762.90 lacs (Previous year Rs. 1019.32 lacs).

1.02.03 Guarantee/Letter of Assurance given to Banks for Bills discounting facilities (Channel Financing) - Rs.6,000.00 lacs (Previous Year Rs. Nil) and outstanding amount under this Bills Discounting facility - Rs. 957.81 lacs (Previous year Rs. Nil)

1.02.04 Claims against the Company not acknowledged as debts - Rs. 27.46 lacs (Previous year - Rs. 27.46 lacs)

1.02.05 Disputed Demand of Statutory Dues in Appeal Rs.3508.26 lacs (Previous year Rs.3938.72 lacs).

1.02.06 Guarantee given to a Bank in respect of loans to its wholly owned subsidiary US Dollar 10,000,000 (Previous Year Singapore Dollar 66,00,000) equivalent to Rs. 4507.00 lacs, translated at year-end exchange rate (Previous Year Rs 2197.80 lacs).

1.02.07 In respect of capital goods imported at the concessional rate of duty under the Export Promotion Capital Goods Scheme, the company has an export obligation of approximately Rs.23201 lacs (previous year nil), which is required to be met at different dates, before 23.03.2018. In the event of non-fulfillment of the export obligation, the company will be liable to pay customs duties of approximately Rs.2900 lacs together with interest, as applicable. Further, export obligations under Advance Authorisation Scheme / DFIA Scheme on duty free imports of raw materials remain outstanding to the extent of Rs.671.30 lacs.

2.01 Revalued Assets:

Some of fixed assets of Plywood Division were revalued on 31st March, 1994 and the resultant increase in book value was Rs.293.52 lacs. Depreciation for the year includes Rs.5.11 lacs (Previous year Rs.5.11 lacs) pertaining to revalued amount.

2.02 Export Incentives:

As per past practice, Export Incentives credited to Profit and Loss Account includes estimated duty saving of Rs.121.32 lacs (Previous year Rs.55.57 lacs) on the basis of rates of duty in force as at the end of the accounting period under Advance Authorisation Scheme for import of Raw Materials for value of USD 29,60,446.18 (Previous year USD 10,81,381) without payment of customs duty and also unutilised entitlements of Rs 692.05 lacs under DFIA scheme (previous year Rs 400.61 lacs) for import of raw materials for value of USD 1,56,80,528 (Previous year USD 77,95,178) and unutilised entitlements of Rs 20.56 lacs (Previous year Rs. 3.88 lacs) under Duty Entitlement Pass Book Scheme. The generally accepted accounting practice is to account for this duty saving when its realisation is reasonably certain. This benefit is dependent upon actual imports within the stipulated time and on the rates of duty in force when the licenses are so actually utilised. By crediting this hypothetical and uncertain income of Rs 833.93 lacs (previous year Rs.460.06 lacs) to the profit & loss account, the profit for the year and current assets have been overstated to that extent.

2.03 Exemptions From Central Excise Duty:

2.03.01 Company’s Tizit (Nagaland) unit is entitled to exemption equivalent to the excise duty payable on value addition carried out by the unit. The Central Excise Duty debited to Profit and Loss Account is net of refund received Rs.266.75 lacs (Previous year Rs.254.38 lacs).

2.03.02 Company’s both the units at Rudrapur (Uttarakhand) and its unit at Nalagarh (Himachal Pradesh) are exempt from levy of Central Excise Duty.

2.04 Information Regarding Micro, Small and Medium Enterprises:

As at 31st March, 2010, no supplier has intimated the Company about its status as Micro or Small enterprises or its registration with the appropriate authority under Micro, Small and Medium Enterprises Act, 2006. So, no disclosure is made. The Company has compiled this information based on the current information in its possession.

2.05 Disclosures Regarding Employee Benefits:

2.05.01 Defined Contribution Plan: Employee benefits in the form of Provident Fund and ESIC are considered as defined contribution plan and the contributions to Employees’ Provident Fund Organisation established under The Employees Provident Fund and Miscellaneous Provisions Act 1952 and Employees’ State Insurance Act, 1948, respectively, are charged to the Profit and Loss Account of the year when the contributions to the respective funds are due.

2.05.02 Defined Benefit Plan: Retirement benefits in the form of Gratuity are considered as defined benefit obligations and are provided for on the basis of third party actuarial valuation, using the projected unit credit method, as at the date of the Balance Sheet. As the Company has not funded its liability, it has nothing to disclose regarding plan assets and its reconciliation. Defined Benefit Obligation at the year end amounted to Rs. 496.87 lacs (previous year Rs. 363.41 lacs).

2.05.03 Actuarial assumptions:

Mortality Table (LIC) LIC 1994-1996

Discount Rate (per annum) 8

Expected rate of return on plan assets (per annum)

Rate of escalation in salary (per annum) 5

2.05.04 The estimates of rate of escalation in salary considered in actuarial valuation, take into account inflation, seniority, promotion and other relevant factors including supply and demand in the employment market.

2.05.05 The above information is certified by the actuary.

2.05.06 Para 132 of Accounting Standard 15 (revised 2005) does not require any specific disclosures except where expense resulting from compensated absence is of such size, nature or incidence that its disclosure is relevant under Accounting Standard 5 or Accounting Standard 18. In the opinion of the management the expense resulting from compensated absence is not significant and hence no disclosures are prepared under various paragraphs of AS 15 (revised 2005).

2.06 Accounts of Subsidiary Companies:

The accounts of the subsidiary companies are not attached herewith as the Company has obtained exemption from Ministry of Corporate Affairs, Government of India vide order number 47/180/2010-CL-III dated 05.04.2010.

2.07 Manufactured goods consumed for own use is accounted for at selling price.

2.08 Inventories are taken, valued and certified by the management.

2.09 Balances under Sundry Debtors, Sundry Creditors, Loans and Advances payable or receivable are subject to confirmation to be received from some of the parties.

a) Sitting fee of Rs. 4.00 lacs (Previous year Rs. 2.17 lacs) paid to non-executive Directors.

b) Commission on net profits of Rs.10.00 lacs (Previous year Rs.10.00 lacs) paid to non-executive Directors.

c) Provision for gratuity of whole time directors Rs.2.20 lacs (Previous year Rs.1.98 lacs) on actuarial basis.

2.10 Borrowing costs capitalised during the period Rs 553.82 lacs (Previous year Rs.407.47 lacs).

2.11 Raw Materials Consumed includes cost of raw materials sold Rs.937.40 lacs (Previous year Rs.491.86 lacs).

2.12 Central Excise Duty includes Rs 30.34 lacs (Previous year Rs.22.91 lacs) paid on account of differential excise duty for earlier years.

2.13 The figures of the previous year have been re-grouped and re-arranged wherever necessary.

2.14 Segment Reporting (Under Accounting Standard AS - 17 issued by ICAI)

Segment information has been prepared in conformity with the accounting policies adopted for preparing and presenting the financial statements of the Company. As part of Secondary reporting, revenues are attributed to geographical areas based on the location of the customers. The following table present the revenue, profit, assets and liabilities information relating to the business / geographical segment for the year ended 31st March, 2010.

Notes:

a) Segment Assets and Liabilities :

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

b) Segment Revenue and Expenses :

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

2.15 Related Party Disclosures (Under Accounting Standard AS - 18 issued by ICAI) 2.21.01) List of Related Parties

As per Accounting Standard 18, the disclosures of transactions with the related parties as defined in the Accounting Standard are given below:

a) Wholly owned Subsidiary Companies

i) Greenlam Asia Pacific Pte. Ltd. (Formerly GIL Intercontinental Pte. Ltd.) ii) Greenlam America, Inc.

b) Parties where control exists

i) Himalaya Granites Ltd.

ii) Prime Holdings Pvt Ltd.

iii) S.M.Management Pvt Ltd.

iv) Greenply Leasing & Finance Ltd.

v) Vanashree Properties Pvt Ltd.

vi) Trade Combines

c) Key Management Personnel

i) Mr. Shiv Prakash Mittal, Executive Chairman

ii) Mr. Rajesh Mittal, Managing Director

iii) Mr. Saurabh Mittal, Jt. Managing Director & CEO

iv) Mr. Shobhan Mittal, Executive Director

d) Relative of Directors:

i) Ms. Parul Mittal

Notes :

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

2. Figures for the previous year have been given in brackets.

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