Your Directors have pleasure in presenting the Thirty-fifth Annual Report and theAudited Financial Statements of the Company for the financial year ended 31st March 2016.
Review of Financial Performance
The Companys financial performance for the year ended 31st March 2016 issummarised below:
Rs in Crore
|Particulars ||CONSOLIDATED ||STAND ALONE |
| ||2015-16 ||2014-15 ||2015-16 ||2014-15 |
|Gross Income ||1804.00 ||1732.81 ||1799.25 ||1709.54 |
|Net Income ||1669.47 ||1606.17 ||1664.73 ||1582.90 |
|Profit before Depreciation Interest & Tax ||294.59 ||273.60 ||289.12 ||267.89 |
|Depreciation ||48.37 ||48.47 ||44.64 ||44.80 |
|Interest & Finance Charges ||48.15 ||45.57 ||46.73 ||43.29 |
|Profit before Tax ||198.07 ||179.56 ||197.75 ||179.80 |
|Tax Expenses ||30.06 ||29.60 ||29.68 ||28.98 |
|Profit after Tax before Minority Interest ||168.01 ||149.96 ||168.07 ||150.82 |
|Less : Minority Interest ||0.81 ||0.86 ||- ||- |
|Add/ (Less): Proportionate share of loss in Associate ||- ||(0.13) ||- ||- |
|Net Profit after Minority Interest and share of loss of Associate ||167.20 ||148.97 ||168.07 ||150.82 |
|Surplus in Statement of Profit and Loss:- || || || || |
|At the beginning of the year ||322.89 ||226.16 ||323.84 ||229.46 |
|Less: On cessation of subsidiaries pursuant to the Scheme of ||- ||(4.21) ||- ||- |
|Arrangement || || || || |
|Add: Profit for the year ||167.20 ||148.97 ||168.07 ||150.82 |
|Less: Depreciation adjusted as per revised calculations net of ||- ||1.52 ||- ||1.52 |
|Deferred Tax Asset || || || || |
|Less: || || || || |
|- Interim Dividend of Rs1 (Previous Year RS 0.75) on Equity shares ||22.22 ||16.66 ||22.22 ||16.66 |
|- Tax on Interim Dividend ||4.52 ||3.33 ||4.52 ||3.33 |
|- Proposed Dividend of Rs Nil (Previous Year Rs1.25) on Equity Shares ||- ||27.77 ||- ||27.77 |
|- Tax on proposed Equity Dividend ||- ||5.66 ||- ||5.65 |
|- Transfer to General Reserve ||- ||1.51 ||- ||1.51 |
|At the end of the year ||463.35 ||322.89 ||465.17 ||323.84 |
The Board at its meeting held on 8th March 2016 declared an interim dividend ofRs1/- per equity share (exclusive of applicable Dividend Distribution tax). In view of theongoing expansion plans and new projects your Directors have considered it financiallyprudent in the long-term interests of the Company to reinvest the profits into thebusiness of the Company and as such no further dividend has been recommended for the yearended 31st March 2016.
Transfer to Reserves
No amount is proposed to be transferred to General Reserves.
The paid up Equity Share Capital of the Company as on 31st March 2016 was RS222527240 divided into 222172990 Equity Shares of Rs1 each and including RS 354250received on account of forfeited shares. There has not been any change in the Equity ShareCapital of the Company during the Financial Year ended 31st March 2016. During the yearunder review the Company has neither issued shares with differential voting rights norissued sweat equity or granted stock options.
Indian Economy and State of Company Affairs
The global economy continued to remain under pressure owing to multiple macroeconomicrealignments. These include: the slowdown and rebalancing in China; a further decline incommodity prices especially for oil with sizable redistributive consequences acrosssectors and countries; a related slowdown in investment and trade; and declining capitalflows to emerging markets and developing economies.
India has been the only bright spot in a dim global economy. Indias relativemacro out performance continued in a difficult global environment. The country reported aGDP growth of 7.6% (advanced estimates) in 2015-16 reflecting a turnaround in theeconomic activities of the country. The decline in crude prices helped control inflationin the economy. The Government has announced several infrastructure projects and housingprojects which will drive the construction sector and allied sectors positively. A HarvardUniversity study has predicted that India is expected to achieve the highest growth rateof more than 7.9% over the next eight years and is well ahead of the anticipated growth inChina.
The real estate sector continued to remain weak during the year under review whichalso slowed down the allied sectors including the building material sector. Theturnaround has been slower than expected a factor which led retailers to go slow. Thisimpacted the organisations engaged in the building material business adversely. With theRBI reducing rates along with a turnaround in the infrastructure sector the real estatesegment is expected to report a better performance in the coming years which will in turnhelp the building material industry as a whole.
During FY 2015-16 despite afore-mentioned challenging business environment yourCompany reported a top-line growth of 5% over the previous year. At Standalone level theGross Income stood at Rs 1799.25 crore as compared to Rs 1709.54 crore in the previousyear. Profit before tax increased from Rs 179.80 crore to Rs 197.75 crore reflecting agrowth of 10%. Net Profit after tax was Rs 168.07 crore compared to Rs 150.82 crore inprevious year reflecting a growth of 11%.
The Consolidated Gross Income for FY 2015-16 was placed at Rs 1804.00 crore against Rs1732.81 crore during the previous year reflecting a growth of 4%. The Net Profit afterminority interest was Rs 167.20 crore against Rs 148.97 crore in previous year reflectinga growth of more than 12%.
The operations and financial results of the Company are elaborated in the annexedManagement Discussion and Analysis.
The Indian economy is poised for a strong turnaround. Easing the lending rates willaugur well in terms of investments in the economy. A host of infrastructuralinvestment-proposals are also expected to drive growth in the coming years. Theimplementation of GST is a matter of time. The introduction of GST remains a much awaitedreform which will provide numerous benefits to both business and consumers. With theintroduction of GST supply chain inefficiencies will be reduced inter-state trade willbecome easy and the market will integrate at a national level. The various initiativeslike the Make in India programme and Digital India will furthergive impetus for growth.
In India real estate is the second largest employer after agriculture and is slated togrow at 30% over the next decade. The Indian real estate market has become one of the mostpreferred destinations in Asia Pacific as overseas funds accounted for more than 50% ofall investment activity in India in 2014 as compared with just 26% in 2013.
The Indian real estate market is expected to touch US$ 180 billion by 2020. The housingsector alone contributes 5-6% to the countrys Gross Domestic Product (GDP). TheGovernment of India has been supportive to the real estate sector. In August 2015 theUnion Cabinet approved 100 Smart City Projects in India. The Government hasalso raised FDI limits for townships and settlements development projects to 100%. Realestate projects within the Special Economic Zone (SEZ) are also permitted a 100% FDI. InUnion Budget 2015-16 the government allocated US$ 3.72 billion for housing and urbandevelopment. The government has also released draft guidelines for investments by RealEstate Investment Trusts (REITs) in non-residential segment.
Future Plans of Expansion
In view of the improving market scenario and growing demand for MDF boards the Boardat its Meeting held on 21st July 2015 approved a proposal for setting-up a greenfieldunit for manufacturing Medium Density Fibre (MDF) Board Plyboard and Block-board inPunjab with an approximate CAPEX of Rs 405 crore in the first phase. The Company hasalready acquired and taken possession of the land at Hoshiarpur in Punjab for this purposeand development of the same is under process. Commercial production is expected tocommence in the first quarter of the financial year 2017-18.
The construction of the Companys Particle Board unit at Chennai is also in finalstage and the unit is expected to commence commercial production by end of first quarterof the financial year 2016-17.
The Company is investing heavily on raw-material security distribution networkpositioning of brand and its human capital. The Company through its subsidiaries inSingapore Laos and Indonesia is exploring and entering into purchase arrangements withvarious entities for securing availability of raw materials from various parts of Laos andIndonesia.
The Company has also entered into economy segment product through its secondary brand"Sainik enabling it to penetrate smaller cities and rural markets.
Change in Nature of Business if any
There has not been any change in the nature of business of the Company
Material changes and commitments affecting the financial position of the Company
No material changes and commitments affecting the financial position of the Companyhave occurred between 31st March 2016 and the date of this report.
Changes in Subsidiaries
Auro Sundram Ply & Door Pvt. Ltd. (ASPDPL) Century MDF Ltd. (CML) CenturyplyMyanmar Pvt. Ltd. (CMPL) Century Ply (Singapore) Pte. Ltd. (CPSPL) Ara Suppliers Pvt.Ltd. Arham Sales Pvt. Ltd. Adonis Vyaper Pvt. Ltd. and Apnapan Viniyog Pvt. Ltd.continue to remain subsidiaries of the Company.
Century Infotech Ltd. became subsidiary of the Company with effect from 19th May 2015consequent upon further investments by the Company. Your Company acquired 51% stake on19th January 2016 in Innovation Pacific Singapore Pte. Ltd. (IPSPL) a companyincorporated in Singapore by way of subscription to its share capital. YourCompanys shareholding in Century Ply (Singapore) Pte. Ltd. reduced from 100% to 51%consequent upon allotment of shares by it to other individuals.
During the year the Companys Subsidiary Century Ply (Singapore) Pte. Ltd. inSingapore incorporated two step-down Subsidiaries by the name PT Century Ply Indonesia inIndonesia on 3rd July 2015 and Century Ply Laos Co. Ltd. in Laos on 14th October 2015respectively.
CMPL is operating a veneer and plywood unit near Yangon city in Myanmar.
ASPDPL is operating a plywood unit at Raipur Industrial Area Roorkee Uttarakhand.This unit is manufacturing plywood and allied products from eco-friendly agro-forestrytimber.
Century Infotech Ltd. is engaged in the business of e-commerce e-shopping onlineinformation services online application integration including buying selling marketingtrading and dealing in various kinds of products and services on internet.
CPSPL has entered into arrangements with various entities in Laos whereby the Companywould provide them plant and machinery for manufacture and supply of veneer to it. CPSPLhas started trading in veneer sourcing the same from these entities.
IPSPL has started trading in veneer and is also exploring possibilities of enteringinto real estate activities in Vietnam.
Your Company does not have any material subsidiary whose net worth exceeds 20% of theconsolidated net worth of the Holding Company in the immediately preceding accounting yearor has generated 20% of the consolidated income of the Company during previous financialyear.
The Companys Policy for determining material subsidiaries wasreviewed and revised on 28th January 2016 to bring it in conformity with the Securitiesand Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations2015 (Listing Regulations) which replaced the Listing Agreement on 1stDecember 2015. The said policy can be accessed on the Companys website at theweblink http://www. centuryply.com/ about-us/#slide4.
Financial Position & Performance
A statement containing the salient features of financial statements of each Subsidiaryof the Company in Form AOC-1 is appended as Annexure 1 to this Report.
The Audit Committee reviews the financial statements and investments made by unlistedsubsidiary companies. The minutes of the Board meetings as well as statements of allsignificant transactions of the unlisted subsidiary companies are placed before the Boardfor their review.
Consolidated Financial Statements
The Consolidated Financial Statements have been prepared by your Company in accordancewith the provisions of the Companies Act 2013 read with the Companies (Accounts) Rules2014 applicable Accounting Standards and the provisions of the Listing Regulations andforms part of the Annual Report.
The Annual Report of the Company containing therein its standalone and theconsolidated financial statements has been placed on the website of the Companywww.centuryply.com. Financial statements of each of the Subsidiary Companies have alsobeen placed on the website of the Company. Shareholders interested in obtaining a copy ofthe audited financial statements of the Subsidiary Companies may write to the CompanySecretary at the Companys registered office.
The audited financial statements and audit reports of each of the Subsidiaries areavailable for inspection at the registered office of the Company and that of theSubsidiaries during office hours between 11.00 A.M. and 1.00 P.M.
Particulars of Loans Guarantees and Investments
Details of Loans Guarantees and Investments covered under the provisions of Section186 of the Companies Act 2013 read with Companies (Meetings of Board and its Powers)Rules 2014 are given in Annexure 2 hereto and forms part of this Report.
The Company has not given loans guarantees or made investments exceeding sixty percent of its paid-up share capital free reserves and securities premium account or onehundred per cent of its free reserves and securities premium account whichever is moreas prescribed in Section 186 of the Companies Act 2013.
Particulars of Contracts or Arrangements with Related Parties
All contracts or arrangements with related parties entered into or modified during thefinancial year were on an arms length basis and in compliance with the applicableprovisions of the Companies Act 2013 and the Listing Regulations. All such contracts orarrangements have been approved by the Audit Committee. No material contracts orarrangements with related parties were entered into during the year under review.Accordingly the disclosure of Related Party Transactions as required under Section134(3)(Rs) of the Companies Act 2013 read with Rule 8 of the Companies (Accounts) Rules2014 in Form AOC-2 is not applicable.
Details of Related Party transaction as per Regulation 53 (f) read with Part A ofSchedule V of the Listing Regulations is provided under note no. 34 of the Notes to thefinancial statements.
There are no materially significant transactions with related party which may have apotential conflict with the interest of the Company at large.
The Board of Directors has devised and adopted a policy on Materiality of anddealing with Related Party Transactions for determining the materiality oftransactions with related parties and dealings with them. This policy was reviewed andrevised on 28th January 2016 to bring it in conformity with the Listing Regulations. Thesaid policy may be referred to at the Companys website :http://www.centuryply.com/about-us/#slide4.
The Company has not invited or accepted deposits from the public covered under Section73 of the Companies Act 2013 read with the Companies (Acceptance of Deposits) Rules2014. As such no amount on account of principal or interest on public deposits wasoutstanding as on the date of the Balance Sheet.
Statutory Auditors & Auditors Report
Pursuant to provisions of Section 139 of the Companies Act 2013 read with theCompanies (Audit and Auditors) Rules 2014 M/s Singhi & Co Chartered Accountants(Firm Registration No. 302049E) were appointed as Statutory Auditors of the Company fromthe conclusion of Thirty-third Annual General Meeting held in calendar year 2014 untilthe conclusion of Thirty-eighth Annual General Meeting to be held in the calendar year2019 subject to ratification of their appointment at every Annual General Meeting.
M/s. Singhi & Co. has given their consent to act as Auditors if appointed. TheCompany has received a letter from them to the effect that they satisfy the criteriaprovided in Section 141 of the Companies Act 2013 and that their appointment would bewithin the limits prescribed under Section 141(3)(g) of the Companies Act 2013.
Members are requested to ratify their appointment as the Statutory Auditors of theCompany and to fix their remuneration for the financial year ending 31st March 2017.
There are no qualifications reservations or adverse remarks made by the StatutoryAuditors in their report for the Financial Year ended 31st March 2016.
The Statutory Auditors have not reported any incident of fraud to the Audit Committeeof the Company in the year under review.
The Notes on Financial Statements referred to in the Auditors Report areself-explanatory and do not call for any further comments.
Pursuant to the provisions of Section 204 of the Companies Act 2013 read with TheCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 the Companyhas appointed M/s. MKB and Associates Practising Company Secretaries for conducting theSecretarial Audit of the Company for the Financial Year ended 31st March 2016.Secretarial Audit Report in Form MR-3 given by the Secretarial Auditor is annexedherewith as Annexure 3. The Secretarial Audit Report does not contain anyqualification reservation or adverse remark.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
I. Independent Directors:
(a) Appointment of Independent Directors:
The Board of Directors at its meeting held on 28th January 2016 appointed Sri J. P.Dua (holding DIN-02374358) as an Additional Director in the Independent category witheffect from 28th January 2016 for a term upto 31st March 2019 subject to regularization/approval of the shareholders of the Company at the ensuing Annual General Meeting.
(b) Declaration given by Independent Directors under Sub- Section (6) of Section 149
All the Independent Directors of the Company have confirmed that they meet the criteriaof independence as prescribed under Section 149(6) of the Companies Act 2013 and theListing Regulations.
(c) Familiarization Programme undertaken for Independent Directors
Pursuant to Regulation 25(7) of the Listing Regulations all new Independent Directorsinducted on the Board are given an orientation. Presentations are made by ExecutiveDirectors and senior management giving an overview of the Company its Subsidiariesoperations products manufacturing marketing finance and other important aspects.
At the time of appointment of an Independent Director the Company issues a formalletter of appointment outlining his/ her role function duties and responsibilities as aDirector. The Independent Directors are updated regularly on changes / developments in thedomestic / global corporate and industry scenario including those pertaining to statutes /legislations and economic environment to enable them to take well informed and timelydecisions.
The induction for Independent Directors include interactive sessions with ExecutiveCommittee Members Business and Functional Heads visit to the manufacturing site etc. Onthe matters of specialized nature the Company engages external experts/consultants forpresentation and discussion with the Board members. The detailed overview of thefamiliarization program is available on the Companys website: http://www.centuryply.com/about-us/#slide4
II. Non- Independent Directors:
(a) Appointment of Whole-Time Director:
The Board of Directors at its meeting held on 28th January 2016 appointed Sri KeshavBhajanka (holding DIN- 03109701) as an Additional Director in the Executive category witheffect from 28th January 2016 for a period of five years subject to approval of theshareholders of the Company at the ensuing Annual General Meeting.
Sri Keshav Bhajanka is the son of Sri Sajjan Bhajanka Chairman and Managing Directorand has already been working with the Company in Executive capacity.
(b) Retirement by Rotation:
As per the provisions of Section 152(6)(c) of the Companies Act 2013 Sri VishnuKhemani and Sri Ajay Baldawa retire by rotation and being eligible offer themselves forre-appointment. In view of their considerable experience and contribution to the Companyyour Directors recommend their re-appointment. Brief resume of the Directors beingreappointed would form a part of the notice of the ensuing Annual General Meeting.
III. Key Managerial Personnel
Pursuant to the recommendation of the Nomination and Remuneration Committee the Boardof Directors at its meeting held on 28th January 2016 reappointed subject to theapproval of the shareholders Sri Sajjan Bhajanka as the Executive Chairman and ManagingDirector of the Company for a further period of five years with effect from 1st April2016. Sri Sanjay Agarwal and Sri Ajay Baldawa on similar recommendations and subject tothe approval of the shareholders were appointed as Managing Director and ExecutiveDirector (Technical) respectively for a further period of five years with effect from 1stJuly 2016.
Meetings of Board of Directors
The Board of Directors of your Company met five times during the financial year ended31st March 2016 details of which are given in the Corporate Governance Report formingpart of Annual Report. The intervening gap between the Meetings was within the periodprescribed under the Companies Act 2013.
Meetings of Independent Directors
In terms of Schedule IV of the Companies Act 2013 and the Listing Regulations ameeting of the Independent Directors was held on 14th December 2015 without the presenceof Non- Independent Directors and members of the management wherein the performance of theNon-Independent Directors including the Chairman and the Board as a whole was reviewed.Quality quantity and timeliness of flow of information between the Company management andthe Board that is necessary for it to effectively and reasonably perform its duties wasalso assessed.
Particulars of Managerial remuneration
The information required under Section 197 (12) read with Rule 5 of The Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 is given in Annexure4 hereto and forms part of this Report.
Your Directors state that none of the Executive Directors of the Company receive anyremuneration or commission from any of its Subsidiaries.
Particulars of Employees
A statement containing particulars of employees as required under Section 197 of theCompanies Act 2013 read with Rule 5(2) and 5(3) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 is given in Annexure 4hereto and forms part of this Report. There was also no employee receiving remunerationduring the year in excess of that drawn by the Managing Director or Whole-time Directorand holding by himself or along with his spouse and dependent children not less than twopercent of the equity shares of the Company.
CORPORATE GOVERNANCE MEASURES
Directors Responsibility Statement
As required under Section 134 of the Companies Act 2013 your Directors confirm thatthey have:-
(i) followed the applicable accounting standards in the preparation of the AnnualAccounts for the year ended 31st March 2016 along with proper explanations relating tomaterial departures if any;
(ii) selected such accounting policies and applied them consistently and made judgmentsand estimates that are reasonable and prudent so as to give a true and fair view of thestate of affairs of the Company as at the end of the financial year and of the profit ofthe Company for that period;
(iii) taken proper and sufficient care for the maintenance of adequate accountingrecords in accordance with the provisions of the Companies Act 2013 for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities;
(iv) prepared the Annual Accounts of the Company on a going concern basis;
(v) laid down internal financial controls to be followed by the Company and that suchinternal financial controls are adequate and were operating effectively; and
(vi) devised proper systems to ensure compliance with the provisions of all applicablelaws and that such systems were adequate and operating effectively.
Management Discussion and Analysis
Management Discussion and Analysis for the year under review as stipulated underRegulation 34(3) read with Schedule V of the Listing Regulations is presented in aseparate section forming part of the Annual Report.
Your Company re-affirm its continued commitment to good Corporate Governance practicesand adheres to all requirements as set out in the Listing Regulations. As required underthe Listing Regulations a separate section on Corporate Governance practices followed byyour Company together with a certificate from M/s. MKB and Associates CompanySecretaries on compliance with the conditions of Corporate Governance forms part of thisAnnual Report.
CEO & CFO Certification
As required under the Listing Regulations the Chief Executive Officer and the ChiefFinancial Officer has submitted a compliance certificate to the Board of Directors and acopy thereof is contained elsewhere in this Annual Report.
Internal Financial Controls and their adequacy
The Company has in place proper and adequate internal financial controls and checkswhich are effective and operational. Regular audit and review processes ensure that suchsystems are reinforced on an ongoing basis. Such controls have been tested during the yearand no reportable material weakness in the design or operation was observed.
Your Company uses ERP Systems which has inbuilt transactional controls tiered approvalmechanisms and maintenance of supporting records. The Companys Internal AuditDepartment studies the internal control systems and checks & balances for continuousupdation and improvements therein. Based on the report of internal audit function processowners undertake corrective action in their respective areas and thereby strengthen thecontrols. All these steps facilitate timely detection of any irregularities and earlyremedial measures. The Audit Committee regularly interacts with the Internal Auditors theStatutory Auditors and senior executives of the Company responsible for financialmanagement. It also regularly reviews the budgetary control system of the Company as wellas system for cost control financial controls accounting controls physical verificationcontrols etc. to assess the adequacy and effectiveness of the internal control systems.
Pursuant to the provisions of the Companies Act 2013 and the Listing Regulations theNomination and Remuneration Committee evaluated the performance of all the Directors onparameters such as level of engagement independence of judgement contribution to thestrategic planning process safeguarding the interest of the stakeholders etc. and incontext of the role played by them as a member of the Board at its meetings in assistingthe Board in realising its role of strategic supervision of the functioning of theCompany.
The Independent Directors at their meeting held without the presence of Non-Independent Directors and members of the management evaluated the performance of theNon-Independent Directors including the Chairman and the Board as a whole.
The Board after taking into consideration the evaluation exercise carried out by theNomination and Remuneration Committee and by the Independent Directors carried out anevaluation of its own performance and that of its Committees and individual Directors.
Structured questionnaires designed on the basis of the Companys Board EvaluationPolicy and framework adopted by the Board were used for the purpose of carrying out theevaluation process.
The Directors expressed their satisfaction over the evaluation process and outcomethereof.
Committees of Board of Directors
The Board has constituted following Committees of Directors to deal with matters andmonitor the activities falling within the respective terms of reference:-
Nomination and Remuneration Committee
Stakeholders Relationship Committee
Share Transfer Committee
Corporate Social Responsibility Committee
The details of the membership terms of reference and attendance at the meetings of theabove Committees of the Board are provided in the Corporate Governance Report forming apart of this Annual Report. There has been no instance where the Board has not acceptedthe recommendations of the Audit Committee.
POLICIES AND CODES
Considering the requirement of skill-sets on the Board eminent people having anindependent standing in their respective field/ profession and who can effectivelycontribute to the Companys business and policy decisions are considered by theNomination and Remuneration Committee for appointment as Directors on the Board.
The Committee inter alia considers qualification positive attributes area ofexpertise and independence of a Director in accordance with the CompanysRemuneration Policy. The Policy of the Company on appointment and remuneration ofDirectors Key Managerial Personnel and Senior Management Personnel containing criteriaand other matters provided in Section 178(3) of the Companies Act 2013 is appended asAnnexure 5 to this Report.
Board Diversity Policy
The Board Diversity Policy of the Company requires the Board to have balance of skillsexperience and diversity of perspectives appropriate to the Company. A diverse Boardleverages differences in thought perspective knowledge skill regional and industryexperience cultural and geographical background all of which helps us retain ourcompetitive advantage. The Companys Board Diversity Policy is available on ourwebsite at http://www.centuryply.com/about-us/#slide4.
Whistle Blower Policy/ Vigil Mechanism
The Company promotes ethical behaviour in all its business activities and has put inplace a mechanism for reporting illegal and unethical behaviour. The Company has a WhistleBlower Policy/ Vigil Mechanism under which employees are free to report unethicalbehavior actual or suspected fraud or violations of applicable laws and regulations andCode of Conduct. The Audit Committee oversees the genuine concerns expressed by theemployees and other Directors. The Company has also made provisions for adequate safeguardagainst victimisation of employees and Directors who express their concerns. The mechanismalso provides direct access to the Chairman/ CEO/ Chairman of the Audit Committee inexceptional cases. This policy was reviewed and revised on 28th January 2016 to bring itin conformity with the Listing Regulations. The said policy may be referred to at theCompanys website at: http:// www.centuryply.com/about-us/#slide4. During theFinancial Year ended 31st March 2016 no case was reported under this policy.
Risk Management Policy
The Company has a defined Risk Management framework to identify assess monitor andmitigate various risks to key business objectives. The Board is kept informed about therisk assessment and minimization procedures. Major risks identified by the businesses andfunctions are systematically addressed through mitigating actions on a continuing basis.The policy is periodically reviewed by the Audit Committee to ensure that the executivemanagement controls the risk as per decided policy. The risk management issues arediscussed in Management Discussion and Analysis.
Policy on Prevention of Sexual Harassment
Your Company has zero tolerance for sexual harassment at workplace and has adopted aPolicy on prevention prohibition and redressal of sexual harassment at workplace in linewith the provisions of the Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013 and the Rules thereunder for prevention and redressalof complaints of sexual harassment at workplace. All employees are treated with dignitywith a view to maintain a work environment free of sexual harassment whether physicalverbal or psychological. The Company also organises training sessions across theorganisation to create awareness on the subject amongst the employees. Employees mayreport complaint to the Complaints Committee formed for this purpose or to any memberthereof or to the location head. The Company affirms that adequate access was provided toany complainant who wished to register a complaint under the policy. During the year nocomplaint regarding sexual harassment was received by the said Committee.
Policy on Materiality of and dealing with Related Party Transactions
The Companys Policy on Materiality of and Dealing with Related PartyTransactions was reviewed and revised on 28th January 2016 to bring it inconformity with the Listing Regulations which replaced the Listing Agreement on 1stDecember 2015. The said policy may be referred to at the Companys website at:http://www.centuryply.com/about-us/#slide4.
Pursuant to the requirement of Listing Regulations the Board of Directors has alsoadopted a Policy for Preservation of Documents Archival Policy and Policy for determiningMateriality of Events/ Information. The said policy may be referred to at theCompanys website at: http://www.centuryply. com/about-us/#slide4.
Code of Conduct
The Companys code of conduct for Directors and senior management executives wasreviewed and revised on 28th January 2016 to bring it in conformity with the ListingRegulations details whereof are provided elsewhere in this Report.
CODE OF CONDUCT TO REGULATE MONITOR AND REPORT TRADING BY INSIDERS AND CODE OFPRACTICES AND PROCEDURES FOR FAIR DISCLOSURE OF UNPUBLISHED PRICE SENSITIVE INFORMATION
In conformity with the provisions of Securities and Exchange Board of India(Prohibition of Insider Trading) Regulations 2015 the Company has adopted a Codeof Conduct to regulate monitor and report trading by Insiders to preserveconfidentiality and to prevent misuse of unpublished price sensitive information byDirectors and specified employees of the Company. The code also provides for periodicaldisclosures from designated employees as well as pre-clearance of transactions by suchpersons so that they may not use their position or knowledge of the Company to gainpersonal benefit or to provide benefit to any third party.
The Company has also adopted a Code of Practices and Procedures for FairDisclosure of Unpublished Price Sensitive Information to ensure timely and adequatedisclosure of price sensitive information.
CORPORATE SOCIAL RESPONSIBILITY
The Corporate Social Responsibility (CSR) Committee of the Company was re-constitutedwith effect from 1st September 2015 with the appointment of Smt. Mamta Binani as itsMember. Sri Sajjan Bhajanka acts as the Chairman of the Committee and Sri Hari PrasadAgarwal and Sri Mangi Lal Jain as the other members.
The Companys Policy on Corporate Social Responsibility (CSR Policy) was reviewedand revised on 28th April 2015. The Policy indicates the activities to be undertaken bythe Company monitoring the implementation of the framework of the CSR Policy and theamount to be spent on CSR activities. The CSR Policy of the Company is available on theCompanys website at http://www.centuryply.com/about-us/#slide4. The CSR Committeehas confirmed that the implementation and monitoring of CSR Policy is in compliance withCSR objectives and Policy of the Company.
The Annual Report on CSR as required under the Companies (Corporate SocialResponsibility Policy) Rules 2014 has been appended as Annexure 6 to thisReport.
Extract of the Annual Return
In terms of the provisions of Section 92 (3) of the Companies Act 2013 read with theCompanies (Management and Administration) Rules 2014 an extract of the Annual Return ofyour Company for the financial year ended 31st March 2016 is given in Annexure7 and forms a part of this report.
Significant and Material Orders passed by the Regulators / Courts / Tribunals
No significant and material orders have been passed by the Regulators or Courts orTribunals impacting the going concern status of the Company and its operation in thefuture.
Green Initiatives in Corporate Governance
Electronic copies of notices Annual Report and other documents are sent to all memberswhose email addresses are registered with the Company/ Depository Participant(s). Formembers who have not registered their email addresses physical copies of the AnnualReport are sent through permitted mode. Members requiring physical copies can send arequest to the Company.
Human Resource Development & Industrial Relations
The core of achieving business excellence lies in a committed talented and focussedworkforce. The Company has created a highly motivated pool of professionals and skilledworkforce that share a passion and vision of the Company. Your Company has been proactivein development of Human Resources and latest techniques are being adopted in evaluatingthe potential assessing training and retraining requirements and arranging the same. TheCompany focuses on quick grievance resolution mechanisms and maintains absolute harmonywith its work force and as such it has not faced any labour trouble since inception.Industrial relations in the organization continued to be cordial and progressive.
Information regarding Conservation of Energy Technology Absorption and ForeignExchange Earnings and Outgo
Information required under Section 134(3) (m) of the Act read with Rule 8 of theCompanies (Accounts) Rules 2014 in relation to the Conservation of Energy TechnologyAbsorption and Foreign Exchange Earnings and Outgo is given in Annexure 8hereto and forms part of this Report.
Transfer of amounts to Investor Education and Protection Fund
The Company has transferred the dividend amounts which remained unpaid or unclaimed fora period of seven years to the Investor Education and Protection Fund. The Company hasalso uploaded the details of unpaid and unclaimed amounts lying with the Company as on27th August 2015 (date of last Annual General Meeting) on the Companys website(www.centuryply.com) and also on the website of Ministry of Corporate Affairs.
Shareholders are advised that dividends for the financial year ended 2008-09 onwardswhich remains unpaid /unclaimed over a period of 7 years have to be transferred by theCompany to Investor Education & Protection Fund (IEPF) constituted by the CentralGovernment. Shareholders who have not claimed the dividend for this period are requestedto lodge their claim with the Company.
Annexures forming a part of this Report of the Directors
The Annexures referred to in this Report containing information required to bedisclosed are annexed as under:
|Annexure ||Particulars |
|1 ||Statement containing salient features of financial statements of Subsidiaries and Associates |
|2 ||Details of Loans Guarantees and Investments |
|3 ||Secretarial Audit Report |
|4 ||Particulars of Employees and Managerial Remuneration |
|5 ||Remuneration Policy |
|6 ||Annual Report on Corporate Social Responsibility |
|7 ||Extract of Annual Return |
|8 ||Particulars of conservation of energy technology absorption and foreign exchange earnings and outgo |
The Board wishes to place on record its sincere appreciation of the efforts put in bythe Companys employees for achieving encouraging results under difficult conditions.Despite severe competition the enthusiasm and unstinting efforts of the employees haveenabled the Company to remain at the forefront of the Industry. Their commitment andcontribution is deeply acknowledged.
Your Directors take this opportunity to thank the customers suppliers redistributionstockists retailers business partners bankers financial institutions InvestorsGovernment and Regulatory Authorities Stock Exchanges Central and State Governments fortheir consistent support and encouragement to the Company. Your involvement asShareholders is greatly valued. Your Directors look forward to your continued support.
For and on behalf of the Board of Directors
Chairman and Managing Director
Kolkata 10th May 2016