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Greenlam Industries Ltd.

BSE: 538979 Sector: Others
NSE: GREENLAM ISIN Code: INE544R01013
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VOLUME 18
52-Week high 987.00
52-Week low 500.00
P/E 47.40
Mkt Cap.(Rs cr) 2,197
Buy Price 901.05
Buy Qty 50.00
Sell Price 940.00
Sell Qty 1.00
OPEN 920.00
CLOSE 920.00
VOLUME 18
52-Week high 987.00
52-Week low 500.00
P/E 47.40
Mkt Cap.(Rs cr) 2,197
Buy Price 901.05
Buy Qty 50.00
Sell Price 940.00
Sell Qty 1.00

Greenlam Industries Ltd. (GREENLAM) - Director Report

Company director report

FOR THE FINANCIAL YEAR 2016-17

Dear Shareholders

Your Directors have the pleasure in presenting the 4th Annual Report on the businessand operations of the Company along with the Audited Financial Statements of the Companyfor the financial year ended March 31 2017.

Financial Highlights ( H in Lacs)
Standalone Consolidated
Particulars
2016-17 2015-16 2016-17 2015-16
Profit before Finance Cost Depreciation & 12619.52 12426.95 14147.01 12961.21
Amortisation Expenses and Tax Expenses
Less: a) Finance Costs 2530.05 2776.69 2840.25 3224.81
b) Depreciation & Amortisation Expenses 3360.78 3151.25 3685.37 3497.02
Profit before Tax 6728.69 6499.01 7621.39 6239.38
Less: Provision for taxation 2433.77 2465.23 2640.35 2468.56
Less: Minority Interest - - 1.18 0.56
Profit for the year 4294.92 4033.78 4979.86 3770.26
Add: Balance brought forward from previous years 9408.82 6065.54 7784.19 5654.01
Less: Foreign Currency Translation adjustment - - (15.59) 949.58
Amount available for appropriation 13703.74 10099.32 12779.64 8474.69
Appropriations:
Proposed dividend on Equity Shares 362.05 241.36 362.05 241.36
Tax on distribution of dividend 73.70 49.14 73.70 49.14
Transferred to General Reserve 500.00 400.00 500.00 400.00
Balance carried to Balance Sheet 12767.99 9408.82 11843.89 7784.19

Operations and State of Affairs of the Company

During the financial year 2016-17 your Company posted a moderate performance withgrowth of 3.75% in total revenue to H97329.17 lacs as against H93812.22 lacs in theprevious year and a growth of 6.47% in profit to H4294.92 lacs from H4033.78 lacs in theprevious year. This performance need to be viewed against the backdrop of the challengingbusiness environment in which this was achieved namely weak real estate sales andsubdued consumer sentiments and demonetization of specified bank notes.

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

During the financial year 2016-17 your Company recorded a growth of 3.57% in exportturnover from H32624.17 lacs to H33790.29 lacs and export incentive increased fromH3454.81 lacs to H3537.11 lacs.

As per the consolidated financial statements total revenue and the profit after taxfor the financial year 2016-17 stood at H107956.27 lacs and H4979.86 lacs respectively.

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

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

Dividend

Your Directors recommend a final dividend of H1.50 per equity share (previous yearH1.00 per equity share) on the Company's 24136374 equity shares of H5.00 each for2016-17. The final dividend on the equity shares if declared as above would entail anoutflow of H362.05 lacs towards dividend and H73.70 lacs towards dividend tax resultingin a total outflow of H435.75 lacs.

Outlook and Expansion

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

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

During the financial year 2016-17 the Company has decided to further expand thecapacity for manufacturing Laminates at the unit of the Company situated at NalagarhHimachal Pradesh to manufacture an additional 2 million laminate sheets per annum. Withthis addition to the existing manufacturing capacity the total installed capacity forlaminate will become 14.02 million laminate sheets per annum. The revised estimatedcapital cost for this brownfield expansion would be approximately H28.00 crores. Withrespect to the said expansion the delivery of key plant and equipment required foraugmenting laminate manufacturing capacity have completed and civil works for itsfoundation are in completion stage. The delivery of ancillary machinery and other requiredsupport equipment are under progress. The key plant and equipment are being erected and inthe final stage of completion. The progress is as per the schedule.

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

In view of the above your Directors are confident of achieving significantly betterresults in the coming year.

Credit Rating

Credit Analysis and Research Limited (CARE) has upgraded the credit rating for the longterm bank facilities of H246.20 crores to "CARE A+; stable" (Revised from"CARE A") and reaffirmed the credit rating "CARE A1" in respect of itsshort term bank facilities of H260.00 crores.

Subsidiaries and its Performance

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

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

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

On April 05 2016 the Company received the approval from Registrar of Companies on itsapplication dated February 26 2016 for striking off the name of its wholly owned IndianSubsidiary "Greenlam VT Industries Private Limited" from the Register ofRegistrar of Companies pursuant to the provisions of Section 560 of the Companies Act1956. The said subsidiary has been struck off and dissolved effective from that date.

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

As required under Rule 8(1) of the Companies (Accounts) Rules 2014 the Board's Reporthas been prepared based on Standalone Financial Statements. During the financial year2016-17 the net contribution of all the subsidiaries to the Company's consolidatedturnover profit before tax (PBT) and profit after tax (PAT) is 9.84% 11.72% and 13.75%respectively. The standalone turnover PBT and PAT of each subsidiary are given in FormAOC-I.

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

In terms of the Regulation 46(2)(h) of the SEBI (Listing Obligations and DisclosureRequirements) Regulations

2015 the policy for determining material subsidiaries is placed on the website of theCompany at www. greenlamindustries.com.

Consolidated Financial Statements

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

Transfer to General Reserve

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

Directors

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

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

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

Changes in Share Capital

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

Key Managerial Personnel

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

Name Designation
Mr. Saurabh Managing Director
Mittal & CEO
Ms. Parul Mittal Director-Design &
Marketing

Mr. Ashok Chief Financial Officer Kumar Sharma Mr. Prakash Company Secretary &Asst. Kumar Biswal Vice President - Legal During the financial year 2016-17 there was nochange in the Key Managerial Personnel of the Company.

Meetings of the Board

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

Performance Evaluation

Pursuant to the provisions of the Companies Act 2013 and Regulation 25(3) & (4) ofthe SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 theIndependent Directors in their meeting held on February 07 2017 have evaluated thePerformance of Non-Independent Directors Chairperson of the Company after considering theviews of the Executive and Non-Executive Directors Board as a whole and assessed thequality quantity and timeliness of flow of information between the Company's Managementand the Board. The Nomination and Remuneration Committee has also carried out evaluationof performance of every Director of the Company. On the basis of evaluation made by theIndependent Directors and the Nomination and Remuneration Committee and by way ofindividual and collective feedback from the Non-Independent Directors the Board hascarried out the Annual Performance Evaluation of the Directors individually as well asevaluation of the working of the Board as a whole and Committees of the Board. Thecriteria for evaluation are outlined below:

a. For Independent Directors:

- Knowledge and Skills

- Professional conduct

- Duties role and functions

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

- Rendering independent and unbiased opinion and judgements

- Attendance and active participation in meetings of Board and Committees of the Boardand Members of the Company - Assistance in implementing corporate governance practices -Updation of skills and knowledge

- Information regarding external environment

- Raising of concerns if any to the Board

- Study of agenda in depth prior to Meeting

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

b. For Executive & Non-Executive Directors:

- Performance as Team Leader/Member

- Evaluating Business Opportunity and analysis of Risk Reward Scenarios

- Professional Conduct and Integrity

- Sharing of Information with the Board

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

- Whether difference of opinion was voiced in the meeting

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

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

- Assistance in implementing corporate governance practices

- Independent view on key appointments and strategy formulation

- Review of integrity of financial information and risk management

- Updation of skills and knowledge

- Information regarding external environment

- Raising of concerns if any to the Board

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

- Ensures implementation of decisions of the Board

- Ensures compliance with applicable legal and regulatory requirements

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

- Creativity and innovations in creating new products

- Understanding of the business and products of the Company c. For Committees of theBoard:

- Adequate and appropriate written terms of reference

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

- Whether the committees work in an ‘inclusive' manner

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

- Are the committees used to the best advantage in terms of management developmenteffective decision etc.

- Attendance and active participation of each member in the meetings

- Review of the action taken reports and follows up thereon d. For Board of Directorsas a whole:

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

- Contribution to the testing and development and strategy

- Contribution to ensuring robust and effective risk management

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

- Effectiveness of inside and outside Board relationship

- Responding to the problems or crises that have emerged

- Relationship between Board and its Committees and between committees themselves

- Communication with employees and others

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

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

- Contribution of the Board for ensuring that the Company adheres to the statutory andregulatory compliances as applicable to the Company The Directors expressed theirsatisfaction with the evaluation process.

Audit Committee

As on March 31 2017 the Audit Committee of the Company comprises of three IndependentDirectors with Mr. Vijay Kumar Chopra as Chairman and Ms. Urvashi Saxena and Ms. SonaliBhagwati Dalal as members and one promoter Director Mr. Saurabh Mittal Managing Director& CEO of the Company. The Committee inter alia reviews the InternalControl System and Reports of Internal Auditors and Compliance of various Regulations. Thebrief terms of reference of the Committee and the details of the Committee meetings areprovided in the Corporate Governance Report. The Committee also reviews the FinancialStatements before they are placed before the Board.

Nomination and Remuneration Committee

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

Stakeholders' Relationship Committee

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

Vigil Mechanism

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

Risk Management

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

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

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

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

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

2. Systems and procedures exist to ensure that all transactions are recorded asnecessary to permit preparation of Financial Statements in conformity with GenerallyAccepted Accounting Principles or any other criteria applicable to such statements and tomaintain accountability for aspects and the timely preparation of reliable financialinformation.

3. Access to assets is permitted only in accordance with management's general andspecific authorization. No assets of the Company are allowed to be used for personalpurposes except in accordance with terms of employment or except as specificallypermitted.

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

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

Corporate Social Responsibility

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

The composition of the CSR Committee is provided in the Annual Report on CSRActivities. The Average Net Profit of the Company for the last three financial years isH337360569.67 and accordingly the prescribed CSR expenditure during the year underreview shall not be less than H6747211.39 (i.e. 2% of the Average Net Profits of theCompany for the last three financial years). The Annual Report on CSR activities isannexed as "Annexure II" to this Report.

Policy on Nomination and Remuneration

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

Particulars of contracts or arrangements with related parties

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

Directors' Responsibility Statement

In terms of the provisions of Section 134(3)(c) read with Section 134(5) of theCompanies Act 2013 the Directors state that: a) In preparation of the annual accountsfor the financial year ended March 31 2017 the applicable Accounting Standards have beenfollowed along with proper explanation relating to material departures;

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

c) The Directors have taken proper and sufficient care for maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities;

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

e) The Directors have laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and are operatingeffectively;

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

Material Changes

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

Insurance

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

Public deposits

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

Listing of shares

The Equity Shares of the Company are listed on the BSE Limited (BSE) with scrip codeNo. 538979 and on National Stock Exchange of India Limited (NSE) with scrip symbolGREENLAM. The Company confirms that the annual listing fees to both the stock exchangesfor the financial year 2017-18 have been duly paid.

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

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

Auditors and their Report

(a) Statutory Auditors:

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

(b) Secretarial Auditors:

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

(c) Cost Auditors:

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

(d) Internal Auditor:

Mr. Rakesh Kumar Budhiraja President-Internal Audit of the Company had been appointedas Internal Auditor of the Company to carry out internal audit of Branches offices andmanufacturing Units of the Company. The Audit Committee quarterly reviews the InternalAudit report.

Response to Auditors' Remarks

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

Extract of Annual Return

The extract of Annual Return required under Section 134(3)(a) of the Companies Act2013 read with Rule 12(1) of the Companies (Management and Administration) Rules 2014 isprovided in Form MGT-9 as "Annexure-V" to this report.

Corporate Governance Report

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

Management Discussion and Analysis Report

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

CEO and CFO Certification

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

Code of Conduct for Directors and Senior Management Personnel

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

Conservation of Energy Technology Absorption Foreign Exchange Earnings and Outgo

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

Particulars of employees

The information required under Section 197(12) of the Companies Act 2013 read withRule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules2014 is annexed herewith as "Annexure-VII".

Fraud Reporting

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

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

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

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

During the period under review there were no significant and material orders passed byany regulator/ court/tribunal impacting the going concern status and the Company'soperations in future.

Acknowledgement

Your Directors place on record their sincere thanks and appreciation for the continuingsupport of financial institutions consortium of banks vendors clients investorsCentral Government State Governments and other regulatory authorities. Directors alsoplace on record their heartfelt appreciation for employees of the Company for theirdedication and contribution.

For and on behalf of the Board of Directors

Shiv Prakash Mittal
Place: New Delhi

Non-Executive Chairman

Date: May 25 2017 [DIN: 00237242]

Annexures to the Directors' Report

Annexure-I

Form AOC-I

Statement containing salient features of the Financial Statement ofSubsidiaries/Associate Companies/Joint Ventures

[Pursuant to first proviso to Sub-Section (3) of Section 129 of the Companies Act 2013read with Rule 5 of the Companies (Accounts) Rules 2014]

Part "A": Subsidiaries H
1. Name of the subsidiary Greenlam Asia Pacific Greenlam
Pte. Limited America Inc.
2. Date of Acquisition* February 27 2015 March 16 2015
3. Reporting period for the subsidiary March 31 2017 March 31 2017
4. Reporting currency and Exchange rate as on the last date of US$ (H65.02250) US$ (H65.02250)
the relevant financial year
5. Share Capital 180688749.46 104036000.00
6. Reserves & Surplus (22191659.07) 26131177.28
7. Total Assets 691183322.98 245499211.09
8. Total Liabilities 532686232.58 115332033.81
9. Investments 20856942.21 NIL
10. Turnover 1732203106.28 922908297.71
11. Profit before taxation 27273297.49 58074975.92
12. Provision for taxation (3449898.78) (15149332.18)
13. Profit after taxation 23823398.71 42925643.74
14. Proposed Dividend NIL NIL
15. % of shareholding 100% 100%
Part "A": Subsidiaries H
1. Name of the subsidiary Greenlam Europe Greenlam Asia

(UK) Limited Pacific (Thailand) Co.

Limited
2. Date of Acquisition* February 27 2015 February 27 2015
3. Reporting period for the subsidiary March 31 2017 March 31 2017
4. Reporting currency and Exchange rate as on the last date of GBP (H80.82950) THB (H1.88970)
the relevant financial year
5. Share Capital 15218578.26 7558800.00
6. Reserves & Surplus (140662648.25) 17023576.00
7. Total Assets 73115698.33 172917601.96
8. Total Liabilities 198559768.32 148335225.95
9. Investments NIL 944850.00
10. Turnover 293407690.16 730394090.81
11. Profit before taxation (3501533.94) 6564089.98
12. Provision for taxation NIL (1331156.16)
13. Profit after taxation (3501533.94) 5232933.82
14. Proposed Dividend NIL NIL
15. % of shareholding 100% 97.50%

 

Part "A": Subsidiaries H
1. Name of the subsidiary Greenlam Holding PT. Greenlam Asia
Co. Ltd. Pacific
2. Date of Acquisition* February 27 2015 February 27 2015
3. Reporting period for the subsidiary March 31 2017 March 31 2017
4. Reporting currency and Exchange rate as on the last date of the relevant financial year THB (H1.88970) IDR (H0.00488)
5. Share Capital 1889700.00 11767924.80
6. Reserves & Surplus (1006825.41) 2972071.62
7. Total Assets 3804241.45 15451976.61
8. Total Liabilities 2921366.86 711980.20
9. Investments 3779400.00 NIL
10. Turnover NIL 12585772.86
11. Profit before taxation (42418.00) (1459572.01)
12. Provision for taxation NIL (145243.76)
13. Profit after taxation (42418.00) (1604815.77)
14. Proposed Dividend NIL NIL
15. % of shareholding 99% 99%

* the date of acquisition of controlling interest upon transfer of shareholdingpursuant to the Composite Scheme of Arrangement under Section 101 to 104 and Section 391to 394 of the Companies Act 1956 between Greenply Industries Limited and GreenlamIndustries Limited and their respective creditors and shareholders for de-merger of the"Decorative Business" of Greenply Industries Limited approved by Guwahati HighCourt. However the said Scheme was effective from November 17 2014 (Appointed date beingApril 01 2013).

Notes:

1. Name of the Subsidiaries which are yet to commence operations:- None

2. Names of subsidiaries which have been liquidated or sold during the year :-

On April 05 2016 the Company received the approval from Registrar of Companies on itsapplication dated February 26 2016 for striking off the name of its wholly owned IndianSubsidiary "Greenlam VT Industries Private Limited" from the Register ofRegistrar of Companies pursuant to the provisions of Section 560 of the Companies Act1956. The said subsidiary has been struck off and dissolved effective from that date.

Part B: Statement Pursuant to Section 129(3) of the Companies Act 2013 related toAssociate Companies and Joint Ventures:

The Company has no Associate or Joint Venture Company.

For and on behalf of Board of Directors

Shiv Prakash Mittal Saurabh Mittal Ashok Kumar Sharma Prakash Kumar Biswal
Non-Executive Chairman

Managing Director & CEO

Chief Financial Officer

Company Secretary &

[DIN: 00237242] [DIN: 00273917]

Asst. Vice President - Legal