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Century Plyboards (India) Ltd.

BSE: 532548 Sector: Others
BSE 00:00 | 25 Mar 196.45 -3.85






NSE 00:00 | 25 Mar 195.80 -4.85






OPEN 198.05
VOLUME 13077
52-Week high 364.10
52-Week low 150.10
P/E 27.21
Mkt Cap.(Rs cr) 4,365
Buy Price 195.25
Buy Qty 100.00
Sell Price 198.50
Sell Qty 15.00
OPEN 198.05
CLOSE 200.30
VOLUME 13077
52-Week high 364.10
52-Week low 150.10
P/E 27.21
Mkt Cap.(Rs cr) 4,365
Buy Price 195.25
Buy Qty 100.00
Sell Price 198.50
Sell Qty 15.00

Century Plyboards (India) Ltd. (CENTURYPLY) - Director Report

Company director report

Your Directors have pleasure in presenting the Thirty-seventh Annual Report and theAudited Financial Statements of the Company for the financial year ended 31st March 2018.The consolidated performance of the Company and its subsidiaries has been referred towherever required.



The Company's financial performance for the year ended 31st March 2018 is summarisedbelow:




2017-18 2016-17 2017-18 2016-17
Gross Income 2008.72 1943.01 2067.87 1984.41
Profit before Depreciation Interest & Tax 312.73 314.71 338.93 334.53
Depreciation 81.04 52.38 90.66 59.34
Interest & Finance Charges 32.68 28.64 35.84 30.21
Profit before Tax 199.01 233.69 212.43 244.98
Tax Expenses 42.37 48.13 46.29 51.50
Profit after Tax 156.64 185.56 166.14 193.48
Attributable to:
Owners of the Company 156.64 185.56 163.06 190.46
Non-controlling interests - - 3.08 3.02
Other Comprehensive Income (net of taxes) (0.58) (1.99) (1.74) (2.43)
Total Comprehensive Income for the year 156.06 183.57 164.40 191.05
Attributable to:
Owners of the Company 156.06 183.57 161.25 188.24
Non-controlling interests - - 3.14 2.80
Opening balance in Retained Earnings 653.87 470.30 655.96 468.48
Adjustment with other equity (0.58) (1.99) (0.44) (2.43)
Amount available for appropriation 809.93 653.87 818.58 656.51
Final Dividend- FY 2016-17 22.22 0.00 22.22 0.00
Tax on Dividend 4.52 0.00 4.52 0.00
Adjustment on cessation of subsidiaries - - 0.00 0.55
Closing Balance in Retained Earnings 783.19 653.87 791.84 655.96


Your Company's Dividend Distribution Policy approved and adopted by the Board pursuantto Regulation 43A of Securities and Exchange Board of India (Listing Obligations andDisclosure Requirements) Regulations 2015 ("Listing Regulations") detailsvarious considerations based on which the Board may recommend or declare Dividend.Continuing the trend of balancing the dual objective of appropriately rewarding Membersthrough dividends and retaining sufficient funds to support the long term growth of yourCompany your Directors are pleased to recommend a final dividend of Rs. 1.00 per equityshare of face value Rs. 1 each (exclusive of applicable dividend distribution tax) for thefinancial year ended 31st March 2018. The Final Dividend subject to approval of Membersat the ensuing Annual General Meeting will be paid within the statutory period.


No amount is proposed to be transferred to any Reserves.


The paid up Equity Share Capital of the Company as on 31st March 2018 was Rs.222527240 divided into 222172990 Equity Shares of Rs. 1 each and including Rs.354250 received on account of 1380000 (post-split) forfeited shares. There has notbeen any change in the Equity Share Capital of the Company during the Financial Year ended31st March 2018. During the year under review the Company has neither issued shares withdifferential voting rights nor issued sweat equity or granted stock options


2017-18 was a defining year for Indian economy. Businesses are still taking time toadjust in the new tax regime and this had somewhat weighed on the growth rates in thefiscal gone by. Call it disruption or structural reform demonetisation did have dampeningeffects on the economy. However even as its negative impact was fading by the time2017-18 began the announcement and subsequent implementation of another reform- the Goodsand Services Tax shook the economy and businesses. The result of these two reforms wasevident as the Gross Domestic Product (GDP) growth came crashing down to a three-year lowof 5.7 percent in the first quarter of 2017-18. It was largely because of pre-GST jittersand lingering effects of demonetisation. Nevertheless GST has been widely heralded forits potential to create one Indian market and expand the tax base. There has been a largeincrease in the number of indirect taxpayers; many have voluntarily chosen to be part ofthe GST especially small enterprises that buy from large enterprises and want to availthemselves of input tax credits.

Despite all odds India's GDP growth continued to be significantly higher than mosteconomies of the world.

With Gross Domestic Product (GDP) growth averaging 7.5 percent between 2014- 15 and2016-17 India can be rated as among the best performing economies in the world on thisparameter. Even with the lower growth of around 6.6 percent for 2017-18 GDP growth hasaveraged 7.3 percent for the period from 2014-15 to 2017-18 which is the highest amongthe major economies of the world. That this growth has been achieved in a milieu of lowerinflation improved current account balance and notable reduction in the fiscal deficit toGDP ratio makes it all the more creditable. Apart from introduction of GST the year alsowitnessed significant steps being undertaken towards resolution of problems associatedwith non-performing assets of the banks further liberalization of FDI etc. thusstrengthening the momentum of reforms. After remaining in negative territory for a coupleof years growth of exports rebounded into positive one during 2016-17 and strengthenedfurther in 2017-18.


The revenue from operations for FY 2018 at T2002.04 crore was higher by 4% over thelast year ( Rs. 1920.33 crore in FY 2017). At Standalone level the Gross Income stood atT2008.72 crore as compared to Rs. 1943.01 crore in the previous year. Profit before taxand Profit after tax both witnessed a drop of 15% and 16% respectively compared to theprevious year.

On consolidated basis the revenue from operations for FY 2018 at T2060 crore washigher by 5% over the last year (T1961.86 crore in FY 2017). Profit before tax and Profitafter tax were lower by 13% and 14% respectively compared to the previous year.

The operations and financial results of the Company are elaborated in the annexedManagement Discussion and Analysis.


The plywood industry is set to witness big change in FY 2018- 19. The coming FY will bea defining year for brands who are expanding capacities and introducing economy brands inplywood category to expand their market penetration in each consumer segment. Withrationalisation of Goods and Services Tax (GST) from 28 percent to 18 percent on plywoodorganised industry players of this sector are hopeful of increasing their market share.The average growth rate of the industry which was about five percent till now was expectedto grow at least by 25 percent year-on-year. The Indian market is gradually tiltingtowards branded products and towards Companies having wider network and capacities be itin the form of product range or assured quality parameters.

The implementation of E-way bill is set to change the working and selling propositionin the whole building material segment particularly plywood and laminate. The importanceof being a branded or organised company will be real ised with each passing year from nowonwards. With E-way bill impact the gap between brand and non-brand products will benarrow hence dealers will prefer buying from better equipped and active manufacturers. Inlong run the success will come to organized players who have been waiting for GST. E waybill and a level playing field where taxes for a big firm and a smaller firm has hugedifference.

Real estate is one of the major contributors to the economy by supporting innumerableancillary industries. "Housing for all by 2022" programme of the CentralGovernment is also expected to fuel demand for most building products with Plywoodproducts being one of them. Regulations like RERA Benami Transactions (Prohibition)Amended Act 2016 REITS GST have paved the way for sustainable growth and enhancedtransparency in the Indian real estate sector. Moreover tax benefits in the realm ofaffordable housing interest subsidies for first-time home buyers and reduction in overallinterest rates would lend a shot in the arm to the sector. The long term demand for thewood panel products is likely to remain robust led by an increase in middle-classpopulation urbanization and per capita income among others.

The proposed National Forest Policy 2018 that allows use of degraded forest lands forindustry has largely been welcomed by wood-based industries including paper andwood-based board manufacturers. Plans for Public-Private Partnership in developingdegraded forest areas available with Forest Development Corporations (FDCs) management oftrees outside forests through agro forestry and farm forestry to increase tree cover whilemeeting wood demand and augmenting farmers' income are among the features that addresschallenges facing wood-based industries. Integrating industries and farmers will help woodraw material availability for MDF a recognised substitute for wood particle board andengineered products will improve.

With the structural shift in the industry the Company is expected to be a keybeneficiary going ahead. Centuryply's strong brand equity raw material security androbust distribution network would give a significant boost to its revenues in comingyears. Centuryply's prudent strategy to augment capacities in both plywood and laminatesin challenging times paid-off splendidly in as much as its entire capacities remainedutilised during the year.

Centuryply's entry into MDF segment has diversified its product offering whileproviding avenue for growth as the overall MDF segment is expected to maintain its trendof outperforming in the overall wood panel segment. Increasing contribution from MDFsegment post higher capacity utilisation is expected to enhance the overall EBITDAmargins.

Made from imported timber of high resistance and quality Century doors have also addedfurther variety to the Company's product basket. With its innovative practices strictprocesses and quality parameters it is ensured that these doors are extremely durablebesides being termite and borer proof. The Company is hopeful that this segment would alsocontribute significantly to its top-line.

Centuryply's unique range of products in the industry branded as 'Zykron' (Fibre cementcomposite board) and 'Starke' (PVC and Calcium carbonate board) are also increasinglygaining acceptance in the market and the Company continues with its efforts of improvisingthem.

Exterior grade designer laminate panels is another example of Centuryply's efforts inimplementing innovative practices at work. Going beyond the world of interiors theCompany now brings the best of exterior solutions in a variety of designer shades &patterns in the form of laminates that promises to revolutionize building facades.


The Company's Medium Density Fibre (MDF) Board unit at Hoshiarpur in Punjabsuccessfully commenced commercial production in October 2017. The Company incurred a capexof Rs. 335 crore for the plant which has an installed capacity of 198000 cbm per year witheasy access to timber in the nearby vicinity. In the very first year of its operation theUnit managed to attain a capacity utilisation of more than 50% and the same is expected tobe around 85% during FY 2018- 19. Going ahead the Company also has plans to use its MDFproduce to make doors pre-laminated boards and wooden flooring.

The Company's Particle Board unit at Chennai which had started operations in July 2016with an installed capacity of 54000 cbm per year managed to achieve a capacity utilisationof 80% during the year. It is expected that the unit would attain full capacityutilisation during FY 2018-19.

During the year under review the Company implemented its plans for expansion of itslaminates capacity by around 57% and almost 50% of the targeted enhancement becameoperational in FY 18. The remaining capacity enhancement is also likely to becomeoperational within the second quarter of FY 2018-19.

Apart from having its foot-hold in Myanmar and Laos the Company is exploringpossibilities of having backward integration in other geographies for securingavailability of raw material.

During the year your Company implemented CRM and also launched sales force managementapp. Your Company is also investing heavily on brand positioning by way of participationin trade exhibitions to reach out to the influences and architect community. The Company'sentry in to the economy segment product through its secondary brand 'Sainik' has beenreceived well particularly in the smaller cities and rural markets. Further the launch ofa new grade of PF plywood styled as 'Bond 710' to address the mid value segment alsoreceived overwhelming response. The Company expects to continue its focus in this segmentto widen its customer base.


There has not been any change in the nature of business of the Company.


There were no material changes and commitments affecting the financial position of theCompany which occurred between the end of the financial year to which this financialstatements relate and the date of this report.



Your Company believes that expansion of its area of operation is imperative for thegrowth of the Company. As on 31st March 2018 your Company has 9 subsidiaries and 3 step-down subsidiaries. There are no associate companies or joint venture companies within themeaning of Section 2(6) of the Companies Act 2013.

During the year under review Century Ply (Singapore) Pte. Ltd. ('CPSPL') a subsidiaryof your Company acquired 51% stake in Century Fluesoulin Plywood Lao Co. Ltd. (formerlyFluesoulin Wood Processing Factory Co. Ltd.) a company situated in Laos thereby makingit a subsidiary of your Company with effect from 28th August 2017. This was done as apart of the Company's backward integration strategy for ensuring consistent supply of rawmaterials.

Auro Sundram Ply & Door Pvt. Ltd. Century MDF Ltd. Ara Suppliers Pvt. Ltd. ArhamSales Pvt. Ltd. Adonis Vyaper Pvt. Ltd. Apnapan Viniyog Pvt. Ltd. Century InfotechLtd. Centuryply Myanmar Pvt. Ltd. and Century Ply (Singapore) Pte. Ltd. continue toremain subsidiaries of the Company while Century Ply Laos Co. Ltd. and PT Century PlyIndonesia continued as step-down subsidiaries as on 31st March 2018.

Your Company's subsidiary Century Ply (Singapore) Pte. Ltd. has written-off its entireinvestments in its subsidiary P T Century Ply Indonesia. Consequently P T Century PlyIndonesia ceased to be a step-down subsidiary of Century Plyboards (India) Ltd. (CPIL)with effect from 5th April 2018. P T Century Ply Indonesia was incorporated with theobject of exploring the possibilities of trading in timber manufacturing and trading inplywood etc. in Indonesia. Flowever after a detailed analysis of the current industrialand marketing scenario in Indonesia the proposition has not worked out to be presentlyviable.


There has been no material change in the nature of the business of the subsidiaries/step-down subsidiaries.

Auro Sundram Ply & Door Pvt. Ltd. is engaged in the manufacturing of plywood andallied products from eco- friendly agro-forestry timber and operating a plywood unit atRoorkee in Uttarakhand.

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.

Centuryply Myanmar Pvt. Ltd. is operating a veneer and plywood unit near Yangon city inMyanmar and is supplying the same primarily to our Company.

Century Ply (Singapore) Pte. Ltd. is undertaking trading in veneer and plywood. It hasentered into arrangements with various entities in Laos whereby it has provided them plantand machinery for manufacture and supply of veneer and plywood to it.

Century Ply Laos Co. Ltd. is engaged in the manufacturing of veneer in Attapeu provincein Laos out of raw material sourced locally while Century Fluesoulin Plywood Lao Co. manufacturing plywood at its unit in Savannakhet Province in Laos.

Ara Suppliers Pvt. Ltd. Arham Sales Pvt. Ltd. Adonis Vyaper Pvt. Ltd. and ApnapanViniyog Pvt. Ltd. jointly own and hold some land in Kolkata which is yet to be developed.Century MDF Ltd. is yet to commence any commercial activity as on the date.


The Policy for determining material subsidiary companies has been framed in accordancewith the provisions of Regulation 16(1)(c) of the Listing Regulations. The Policy is usedto determine the material subsidiaries of the Company and to provide necessary governanceframework for such subsid iaries. The Company does not have any material subsidiary as onthe date of this report having a net worth exceeding 20% of the consolidated net worth orincome of 20% of the consolidated income of your Company. The Company'sPolicy fordetermining Material Subsidiaries can be accessed on the Company's website at the weblinkhttp://www.centuryply . co m/investo r/cod es&pol icies/pol icy-o n-materia l-su bsidia ry. pdf.


The Company monitors performance of subsidiary companies inter alia by the followingmeans:

• Financial statements of the subsidiary companies are reviewed by the Company'sAudit Committee.

• Major investments made by the subsidiaries are reviewed quarterly by theCompany's Audit Committee

• Minutes of Board meetings of subsidiary companies are placed before theCompany's Board regularly.

• Significant transactions and arrangements entered into by subsidiary companiesare placed before the Company's Board.

A statement in Form AOC-1 containing the salient feature of the financial statement ofthe Company's subsidiaries pursuant to first proviso to Section 129(3) of the CompaniesAct 2013 read with Rule 5 of the Companies (Accounts) Rules 2014 is appended as Annexure'1' to this Report. The Contribution of the subsidiaries to the overall performance of theCompany during the year is given in note 50 of the consolidated financial statement.


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 Companies (Indian Accounting Standards) Rules 2015 and other applicable AccountingStandards and provisions of the Listing Regulations and the same forms a part of theAnnual Report.

The Annual Report of the Company containing therein its standalone and theconsolidated financial statements has been placed on the website of the Company Annual accounts of each of the Subsidiaries detailing their respectiveperformances have also been placed on the website of your Company .Shareholders interested in obtaining a copy of the audited financial statements of thesubsidiary companies may write to the Company Secretary at the Company's registeredoffice.

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 therespective subsidiaries during working days between 11.00 A.M. and 1.00 P.M.


Pursuant to the provisions of Schedule V of the Listing Regulations Section 186 of theCompanies Act 2013 read with Companies (Meetings of Board and its Powers) Rules 2014disclosure on particulars of loans guarantees and investments made by the Company aregiven in Annexure '2' hereto and forms a part of this Report.

The Company has not given loans guarantees or made investments in excess of sixtypercent of its paid-up share capital free reserves and securities premium account or onehundred percent of its free reserves and securities premium account whichever is more asprescribed in Section 186 of the Companies Act 2013.


In terms of Regulation 23(1) of the Listing Regulations and also to comply with theprovisions of Section 188 of the Companies Act 2013 your Company has formulated a Policyon materiality of and dealing with Related Party Transactions and the same is alsoavailable on the Company's website at: http ://www.centu nvestor/codes&policies/pol icy- for-transactions-with-related-parties.pdf. The Policy intends to regulatetransactions between the Company and its Related Parties based on the applicable laws andregulations and also lays down mechanism for identification approval review andreporting of such transactions.

All Related Party Transactions are placed before the Audit Committee for review andapproval. All contracts and arrangements with related parties entered into or modifiedduring the financial year were in the ordinary course of business and on an arm's lengthbasis and in compliance with the applicable provisions of the Companies Act 2013 and theListing Regulations. During the year the Company had not entered into any contract/arrangement/ transaction with related parties which could be considered material in termsof the Company's Policy on Materiality of and dealing with Related Party Transactions.Accordingly the disclosure of Related Party Transactions as required under Section134(3)(h) 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 transactions as per Regulation 53(f) read with Part A ofSchedule V of the Listing Regulations is provided under note no. 44 of the Notes to thefinancial statements. There are no materially significant transactions with related partywhich may have a potential conflict with the interest of the Company at large.


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.


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 by the Shareholders at every Annual General Meeting.

Consequent upon amendment of Section 139 of the Companies Act 2013 notified on 7thMay 2018 ratification of Auditors' appointment by the Shareholders at every AnnualGeneral Meeting is no more required. However since the resolution passed by theshareholders at their Annual General Meeting in the year 2014 appointing the StatutoryAuditors specified the requirement of annual ratification your Board considers itappropriate to seek approval of the Members for ratification of appointment of StatutoryAuditors at the ensuing Annual General Meeting as well.

The Company has received confirmation from M/s. Singhi & Co. to the effect thatthey continue to satisfy the criteria provided in Section 141 of the Companies Act 2013and that their appointment is within the limits prescribed under Section 141 (3)(g) of theAct. Members are requested to ratify their appointment as the Statutory Auditors of theCompany and to fix their remuneration.


The report of the Statutory Auditors M/s. Singhi & Co. on the standalone andconsolidated financial statements of the Company forms a part of the Annual Report. TheStatutory Auditors have issued an unmodified audit opinion on the Company's financialstatements for the year ended 31st March 2018 and that there are no qualificationsreservations or adverse remarks made by them in their report. The Statutory Auditors havenot reported any incident of fraud to the Audit Committee of the Company in the year underreview.

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 and the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Company hasappointed M/s MKB & Associates a firm of Company Secretaries in Practice to conductsecretarial audit of the Company. Report of the Secretarial Audit in Form MR-3 for thefinancial year ended 31st March 2018 is appended hereto as Annexure '3' to this Report.There are no qualifications reservations or adverse remarks made by the SecretarialAuditor in their report.




Sri Manindra Nath Banerjee and Sri Samarendra Mitra resigned from the directorship ofthe Company with effect from 2nd August 2017 and 3rd August 2017 respectively. TheDirectors wish to place on record their appreciation for the contribution made by SriBanerjee and Sri Mitra during their long association with the Company. Pursuant to therecommendations of the Nomination and Remuneration Committee the Board of Directorsappointed Sri Debanjan Mandal (DIN - 00469622) and Sri Sunil Mitra (DIN - 00113473) asAdditional Directors in the Independent category with effect from 1st August 2017 and 3rdAugust 2017 respectively for a term upto 31st July 2020. Their appointments wereregularized/approved by the shareholders in their previous Annual General Meeting.

b DECLARATION GIVEN BY INDEPENDENT DIRECTORS UNDER SUB- SECTION (6) OF SECTION 149Declarations have been received from each of the Independent Directors under Section149(7) of the Companies Act 2013 that he/she meets the criteria of independence laid downin Section 149(6) of the Companies Act 2013 and Regulation 16(1)(b) of the ListingRegulations.


Regulation 25(7) of the Listing Regulations requires the Company to familiarise itsIndependent Directors through various programme inter alia about the Company nature ofindustry in which the Company operates its business model and roles rights andresponsibilities of Independent Directors. One such programme was organised on 30thOctober 2017 wherein presentation was made to the Independent Directors by a competentprofessional giving an overview of roles responsibilities and liabilities of IndependentDirectors relevant provisions of the Companies Act and various SEBI Regulations. Apartfrom in-house programme the Independent Directorsare also encouraged to participate invarious training sessions to update and refresh their skills and knowledge.

Further as a part of the familiarisation programme the management of your Companyregularly keeps the Independent Directors informed about its business verticals newstrategic initiatives and changes in domestic/ overseas industry scenario and regulatoryregime affecting the Company globally. Relevant statutory updates are also circulated on aquarterly basis as a part of the agenda of the Board Meetings through which Directors aremade aware of the significant new developments and highlights from various regulatoryauthorities including Securities and Exchange Board of India and Ministry of CorporateAffairs.

The Board members are provided with necessary documents/ brochures reports andinternal policies to enable them familiarize with the Company's procedures and practices.Site visits to the Company's factory locations are organised for the Independent Directorsto enable them to understand the operations of the Company. The Independent Directorsfrom time to time request management to provide detailed understanding of any specificproject activity or process of the Company. The management provides such information andtraining either at the meeting of Board of Directors or otherwise.

Independent Directors are issued Letters of Appointment setting out in detail theterms of appointment duties responsibilities and expected time commitments. Theinduction process for Non-Executive Independent Directors include interactive sessionswith Board and Committee members Business and Functional Heads visit to market/ plantetc. All new Independent Directors inducted to the Board are given an orientation.Presentations are made by Executive Directors and Senior Management giving an overview ofthe Company's strategy operations products markets group structure and subsidiariesBoard constitution and guidelines and matters reserved for the Board.

The Company's Board has open channels of communication with executive management whichallows free flow of communication amongst Directors in terms of raising query and seekingclarifications. A detailed overview of the familiarization program is available on theCompany's website: http://www .



The shareholders at their Annual General Meeting held on 1 st September 2017 approvedthe appointment of Smt. Nikita Bansal (DIN- 03109710) an Executive Director with effectfrom 1st February 2017 for a period of five years. Smt. Nikita

Bansal is the daughter of Sri Sanjay Agarwal CEO & Managing Director.


Pursuant to the provisions of Section 152(6)(c) of the Companies Act 2013 Sri VishnuKhemani and Sri Keshav Bhajanka retire by rotation and being eligible offer themselvesfor re-appointment. In view of their considerable experience and contribution to theCompany your Directors recommend their re-appointment. Brief resume of the Directorsbeing reappointed would form a part of the notice of the ensuing Annual General Meeting.


Pursuant to the recommendation of the Nomination and Remuneration Committee the Boardof Directors at its meeting held on 5th February 2018 reappointed Sri Prem Kumar Bhajankaand Sri Vishnu Khemani as Managing Directors of the Company for a further period of fiveyears each with effect from 1st August 2018. Their re-appointment is subject to approvalof the shareholders in the ensuing Annual General Meeting. Since Sri Khemani would beattaining the age of 70 years on 16th March 2022 his re-appointment for a term of fiveyears would require approval of the shareholders by way of a special resolution. The Boardof Directors of your Company accordingly recommends the same.



At least one meeting of the Board is held in every quarter to review the Company'soperations and financial performances. The maximum time gap between any two consecutiveBoard meetings is not more than 120 days. The Board met four times during the financialyear ended 31st March 2018 details whereof is given in the Corporate Governance Reportforming part of the Annual Report.


The Independent Directors of the Company met on 5th February 2018 without the presenceof Non-Independent Directors and members of the Management wherein they inter aliadiscussed:

• the performance of Non-Independent Directors the Board as a whole and that ofits Committees;

• the performance of the Chairperson of the Company taking into account the viewsof Executive Directors and Non-Executive Directors; and

• the quality quantity and timeliness of flow of information between the Companymanagement and the Board that is necessary for the Board to effectively and reasonablyperform their duties.



The information required under Section 197 (12) read with Rule 5(1) of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 is given in Annexure'4' forming 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.


The information in respect of employees as required under Section 197 of the CompaniesAct 2013 read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 is given in Annexure '4' forming part of this Report.There was also no employee receiving remuneration during the year in excess of that drawnby the Managing Director or Whole-time Director and holding by himself or along with hisspouse and dependent children not less than two percent of the equity shares of theCompany.



Pursuant to Section 134(3)(c) and 134(5) of the Companies Act 2013 the Board ofDirectors to the best of their knowledge and ability confirm that they have:-

(i) followed the applicable accounting standards in the preparation of the AnnualAccounts for the year ended 31st March 2018 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.

The Board of Directors of the Company is responsible for ensuring that InternalFinancial Controls have been laid down in the Company and that such controls are adequateand operating effectively. Based on the framework of internal financial controls andcompliance systems established and maintained by the Company the work performed by theInternal Statutory and Secretarial Auditors including the audit of internal financialcontrols over financial reporting by the Statutory Auditors and the reviews performed bymanagement and the relevant Board Committees including the Audit Committee the Board isof the opinion that the Company's internal financial controls were adequate and effectiveduring FY 2017-18.


The Management Discussion and Analysis report capturing your Company's performanceindustry trends and other material changes with respect to your Company and itssubsidiaries is presented in a separate section forming part of the Annual Report. TheReport provides a consolidated perspective of economic social and environmental aspectsmaterial to our strategy and our ability to create and sustain value to our keystakeholders and includes aspects of reporting as required by Regulation 34(2)(e) readwith Schedule V of the Listing Regulations.


The Company is committed to maintain the highest standards of Corporate Governance andadheres to the Corporate Governance requirements set out by the Securities and ExchangeBoard of India. In terms of Regulation 34 of the Listing Regulations a Report onCorporate Governance along with Compliance Certificate issued by M/s. MKB and AssociatesCompany Secretaries in Practice confirming compliance with the requirements of CorporateGovernance forms a part of the Annual Report. The Company believes in achieving businessexcellence and optimizing long-term value for its shareholders on a sustained basisthrough ethical business conduct.

Apart from the mandatory requirements your Company also complies with certaindiscretionary requirements of Corporate Governance as specified in Part E of Schedule IIof the Listing Regulations.


Pursuant to Regulation 17(8) read with Regulation 33(2)(a) of the Listing Regulationsa certificate from the Chief Executive Officer and Chief Financial Officer of the Companyaddressed to the Board of Directors inter alia confirming the correctness of thefinancial statements and cash flow statements adequacy of the internal control measuresand reporting of matters to the Audit Committee is contained elsewhere in the AnnualReport.


The Company has an adequate system of internal controls commensurate with the natureof its business and the size and complexity of its operations to ensure that transactionsare properly authorised recorded and reported apart from safeguarding its assets. Theinternal control system is supplemented by well-documented policies guidelines andprocedures. A combination of Entity level controls Process level controls and IT generalcontrols are in place for ensuring the orderly and efficient conduct of businessincluding adherence to the Company's policies prevention and detection of frauds anderrors accuracy and completeness of accounting records and timely preparation of reliablefinancial disclosures.

Your Company uses ERP systems which has inbuilt transactional controls tiered approvalmechanisms and maintenance of supporting records. Standard operating procedures have beenlaid down to guide the operations of the business. Unit heads are responsible to ensurecompliance with the policies and procedures laid down by the management. Robust andcontinuous internal monitoring mechanisms and review processes ensure that such systemsare reinforced on an ongoing basis. Such controls have been tested during the year and noreportable material weakness or significant deficiencies in the design or operation ofinternal financial controls was observed.

The Audit Committee evaluates and reviews the adequacy and effectiveness of theinternal control systems and suggests improvements. It also regularly reviews thebudgetary control system of the Company as well as system for cost control financialcontrols accounting controls physical verification controls etc. to assess the adequacyand effectiveness of the internal control systems.


The Nomination and Remuneration Committee of your Company has formulated and laid downcriteria for Performance Evaluation of the Board its Committees and that of everyincluding Chairman. It covers the areas relevant to the functioning as an IndependentDirector or other director member of Board or Committee of the Board.

The Independent Directors in their separate meeting evaluated the performance of Non-Independent Directors the Board as a whole its Committees and that of the Chairperson ofthe Company taking into account the views of Executive Directors and Non-ExecutiveDirectors. The Nomination &

Remuneration Committee carried out evaluation of every director's performance.

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. The individual performanceof all Directors (including the Independent Directors) was also carried out by the entireBoard without the presence and participation of the Director being evaluated. A detailednote on parameters and process applied for carrying out the evaluation has been discussedin the Corporate Governance Report.

Based on the evaluations the performance of the Board its Committees and IndividualDirectors (including Independent Directors) was found to be satisfactory. The IndependentDirectors hold unanimous opinion that the Non- Independent Directors including theChairman and Managing Directors are insightful and convincing besides having in-depthknowledge of the Company and the environment in which it operates.

The Board as a whole is an integrated and balanced where diverse views are expressedand discussed with each Director bringing to the table knowledge and expertise key tohis or her profile. All Directors are participative interactive and communicative.Besides the Chairman has abundant knowledge experience skill and understanding of theBoard's functioning and conducts the meetings with poise and maturity. The Directors haveexpressed their satisfaction over the evaluation process and outcome thereof.

Information is provided to the Board and Committee Members on a continuous basis fortheir review inputs and approval from time to time. The Independent Directors reviewedthe quality content and timeliness of the flow of information between the Management andthe Board and its Committees and unanimously opined that the same is proper adequate andtimely.


Dedicated Board Committees are formed to oversee important functions to increase theefficacy of governance. The Board has constituted following Committees of Directors todeal with matters and monitor activities falling within the respective terms ofreference:-

• Audit Committee

• Nomination and Remuneration Committee

• Stakeholders Relationship Committee

• Share Transfer Committee

• Corporate Social Responsibility Committee

• Finance Committee

The details of composition membership terms of reference and attendance at themeetings of the above Committees of the Board are provided in the Corporate GovernanceReport forming part of the Annual Report. There has been no instance where the Board hasnot accepted the recommendations of its Committees.



Remuneration policy in the Company is designed to create a high performance culture. Itenables the Company to attract retain and motivate employees to achieve results. TheCompany has a Board approved Remuneration Policy on appointment and remuneration ofDirectors Key Managerial Personnel and Senior Management Personnel containing criteriafor determining qualifications positive attributes and independence of a director.

The Remuneration Policy is aimed to attract retain and motivate highly qualifiedmembers for the Board and other executive level and to provide a well-balanced andperformance-related compensation package taking into account shareholder interestsindustry standards and relevant regulations. The Remuneration Policy of the Company isappended as 'Annexure 5' to this Report and is also available on our website at codes&policies/remuneration-policy.pdf


Your Company recognises and embraces the benefits of having a diverse Board whichpossesses a balance of skills experience expertise and diversity of perspectivesappropriate to the requirements of the business of the Company. The Company's BoardDiversity Policy formulated in accordance with the Listing Regulations ensures that theBoard is fully diversified and comprises of an ideal combination of executive andnon-executive directors including independent directors with diverse backgrounds. Thispolicy is largely framed to address the importance of a diverse Board in harnessing theunique and individual skills and experiences of the members in a way that collectivelybenefits the organisation and business as a whole. A diverse Board leverages differencesin thought perspective knowledge skill regional and industry experience cultural andgeographical background thereby enhancing the quality of decisions made by the Board forachieving sustainable and balanced growth of the Company. The Company's Board DiversityPolicy is available on our website at diversity-policy.pdf .


The Company is committed to adhere to highest possible standards of ethical moral andlegal business conduct and to open communication and to provide necessary safeguards forprotection of employees from reprisals or victimisation for whistle blowing in goodfaith. The Company has adopted a Whistle Blower Policy and has established the necessaryvigil mechanism for directors and employees to report concerns about unethical behaviouractual or suspected incidents of fraud or violation of the Company's Code of Conduct thatcould adversely impact the Company's operations business performance and / or reputation.The Policy provides that the Vigilance and Ethics Officer of the Company investigates suchincidents when reported in an impartial manner and takes appropriate action to ensurethat requisite standards of professional and ethical conduct are always upheld. TheCompany has also made provisions for adequate safeguards against victimisation ofemployees and Directors who bring such incidents to the attention of the Company. TheAudit Committee oversees the implementation of the Whistle Blower Policy which providesfor direct access to the Chairman/ CEO/ Chairman of the Audit Committee in exceptionalcases. The said policy may be referred to at the Company's website at: http :// vestor/codes&pol i ci es/vig i I- mechanism-policy.pdf. During thefinancial year ended 31st March 2018 no case was reported under this policy. No personhas been denied access to the Chairman of the Audit Committee.


Risk Management is an attempt to identify and then manage threats that could severelyimpact or bring down the organisation. Generally this involves reviewing operations ofthe organisation identifying potential threats likelihood of their occurrence valueimpact thereof and then taking appropriate actions to address the most likely threats. TheBoard of Directors of your Company has framed and adopted a policy on Risk Management tominimise the adverse consequence of risks on business objectives of the Company. The Boardis kept informed about the risk assessment and minimization procedures. Major risksidentified by the businesses and functions are systematically addressed through mitigatingactions on a continuing basis. The risk management systems are periodically reviewed bythe Audit Committee to ensure that the executive management controls the risk as perdecided policy. More details on Risk Management indicating development and implementationof Risk Management policy including identification of elements of risk and theirmitigation are covered in Management's Discussion and Analysis which forms a part of thisReport.


Your Company firmly believes in providing a safe supportive and friendly workplaceenvironment - a workplace where our values come to life through underlying behaviour.Positive workplace environment and a great employee experience are integral parts of ourculture. Your Company believes in providing and ensuring a workplace free from harassmentand gender-based discrimination. The Company also organises training sessions across theorganisation to create awareness on the subject amongst the employees.

As per the requirement of The Sexual Harassment of Women at Workplace (PreventionProhibition & Redressal) Act 2013 and Rules made thereunder your Company has apolicy and framework for employees to report sexual harassment cases at workplace and ourprocess ensures complete anonymity and confidentiality of information. The said Policy isavailable on your Company's website .

Your Company has a robust mechanism in place to redress complaints reported under it.There is an Internal Complaints Committee (ICC) comprising of internal members and anexternal member who has extensive experience in the field. Adequate workshops andawareness programme against sexual harassment are conducted across the organization.Employees may report complaints to the Complaints Committee formed for this purpose or toany member thereof or to the location head. During the year no complaint regarding sexualharassment was received by the said Committee.


Your Company being one of the top five hundred listed Company (based on marketcapitalisation) has formulated and adopted Dividend Distribution Policy in terms ofRegulation 43A of the Listing Regulations and the same has been appended as Annexure '6'to this Report and is also available on the Company's website at: investor/codes&policies/dividend-distribution-policy.pdf.

This Policy serves as a guiding tool in maintaining a right balance between the quantumof dividend paid and amount of profits retained in the business for various purposes. Theintent of the Policy is to broadly specify the external and internal factors includingfinancial parameters that shall be considered while declaring dividend and thecircumstances under which the shareholders of the Company may or may not expect dividendand how the retained earnings shall be utilized etc. Through this policy the Companyaims to maintain a consistent approach to dividend pay-out plans.


In line with requirements under Regulation 30 of the Listing Regulations the Companyhas framed a Policy for determination of materiality of events/ information which isavailable on our website at http://www.centuryply .com/investor/codes&policies/policy-for-determination-of- materiality.pdf. Theobjective of this policy is to have uniform disclosure practices and ensure timelyadequate and accurate disclosure of information on an ongoing basis.


Policy on Materiality of and dealing with Related Party Transactions Policy forPreservation of Documents and Archival Policy are some of the other policies formulatedand adopted by the Board pursuant to the requirement of Listing Regulations. Thesepolicies may be accessed on the Company's website .


With intent to enhance integrity ethics & transparency in governance of theCompany and thereby reinforce the trust and confidence reposed in the Management of theCompany by the shareholders and other stakeholders your Company had adopted a Code ofConduct for Directors and Senior Management Personnel. The Code has been displayed on theCompany's website and details thereof has also been included in theCorporate Governance Report forming part of the Annual Report.


Your Company has adopted a 'Code of Conduct to regulate monitor and report trading byInsiders'. The Code prohibits and deters the Directors of the Company and other specifiedemployees and their relatives from dealing in the securities of the Company on the basisof any unpublished price sensitive information available to them by virtue of theirposition in the Company. The Code envisages procedures to be followed and disclosures tobe made while dealing in the securities of the Company. The Code is available on thewebsite of the Company . Awareness emails are also circulated to alldesignated persons from time to time highlighting the compliance requirements arising outof this Code apart from educating them on the do's and don'ts of insider trading.

Your Company's has adopted a Code of Practices and Procedures for Lair Disclosure ofUnpublished Price Sensitive Information. This Code lays down principles and practices tobe followed by the Company with respect to adequate and timely disclosure of unpublishedprice sensitive information.


Your Company believes in making lasting impact towards creating a just equitablehumane and sustainable society. Your Company has been involved with social initiatives formore than two decades and engages in various activities in the field of educationhealthcare and environment etc. Your Company's Corporate Social Responsibility (CSR)initiatives are also designed to address the challenge of capacity building and securingsustainable livelihoods of the marginalized/ underprivileged sections of the societyaround its works.

The terms of reference of CSR committee framed in accordance with Section 135 of theCompanies Act 2013 are set out in the Corporate Governance Report forming part of theAnnual Report. The CSR Committee has confirmed that the implementation and monitoring ofCSR Policy is in conformity with CSR objectives and policy of the Company and incompliance with Section 135 of the Companies Act 2013.

Your Company's CSR is available on the Company's website at policy.pdf . A brief outline onthe policy and the initiatives undertaken by the Company on CSR activities during the yearare set out in the CSR Report appended hereto as Annexure '7' in the format prescribed inthe Companies (Corporate Social Responsibility Policy) Rules 2014.


Your Company embraces the fact that sustainability is indispensable for the success ofany organisation and that it requires comprehensive strategies that extend to all aspectsof the business-from the board room to employees to suppliers to consumers and to thecommunity at large. The Business Responsibility Policy adopted by your Company focusses ondeveloping and integrating a detailed sustainability vision into its long-term strategicplan in a way that creates lasting value for its stakeholders whilst also building publictrust. This is premised on striking a proper balance between economic social andenvironmental performance in dealings with various stakeholders thereby ensuringsustainable development for the Company.

The Business Responsibil ity Report as required under Regulation 34(2)(f) of theListing Regulations is appended as Annexure '8' to this Report mapping the sustainabilityperformance of your Company against the reporting framework suggested by SEBI. The Reportdescribes the initiatives taken by the Company from an environmental social andgovernance perspective.



An extract of Annual Return as on the financial year ended on 31st March 2018 in FormNo. MGT-9 as required under Section 134(3)(a) and 92(3) of the Companies Act 2013 readwith Rule 12(1) of the Companies (Management and Administration) Rules 2014 is set out asAnnexure- '9' to the Directors' Report and forms a part of this Report.


There are no significant material orders passed by the Regulators/Courts which wouldimpact the going concern status of the Company and its future operations.


The Company sends notices Annual Report and other communications through email toMembers whose email IDs 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.

The Company regularly appeals to its shareholders to participate in the 'Greeninitiative' by converting their shareholdings from physical to electronic moderegistering their email IDs and opting for receiving documents from the Company inelectronic mode receiving dividend by direct credit to their bank accounts instead ofphysical dividend warrants etc.


Your Company maintained healthy cordial and harmonious industrial relations at alllevels. The enthusiasm and unstinting efforts of the employees have enabled your Companyto remain at the forefront of the Industry. With technology becoming a key enabler ofbusiness and a vital part of strategy your Company has focused on leveraging technologyand digitization as a key part of its people strategy. The launch of an interactiveintranet portal and mobile application 'centurion' is one such attempt to bring employeestogether and closer to the management besides keeping them informed of the happenings inthe Company.

Your Company has been proactive in providing its workforce with a right mix ofchallenges and opportunities learning platforms and leading positions safe workplace andegalitarian work culture along with professional growth and personal development.Long-service award are being organised to recognize the loyalty and commitment ofemployees. Performance recognition through initiatives like 'Sarvada SarvottamAmbassadors' 'Champions' 'Star Performers' and 'i-lead' are also being carried out fromtime to time. All these initiatives coupled with quick grievance resolution mechanisms hasenabled the Company to create a highly motivated pool of professionals and skilledworkforce that share a passion and vision of the Company.


Particulars as required under Section 134(3) (m) of the Companies Act 2013 read withRule 8(3) of the Companies (Accounts) Rules 2014 relating to Conservation of EnergyTechnology Absorption and Foreign Exchange Earnings and Outgo is given in Annexure '10'hereto and forms a part of this Report.


Unclaimed dividend for the years prior to and including the financial year 2009-10 hasbeen transferred to the Investor Education and Protection Fund (I EPF) established by theCentral Government. The Company has also uploaded the details of unpaid and unclaimedamounts lying with the Company as on 1st September 2017 (date of last Annual GeneralMeeting) on the Company's website and also on the website of M inistryof Corporate Affairs.

Dividends for the financial year 2010-11 onwards if remaining unclaimed for 7 yearswill be transferred by the Company to I EPF on respective due dates. Shareholders who havenot claimed the dividend for this period are requested to lodge their claim with theCompany. The Company regularly sends reminder letters through electronic and/or physicalmeans to all those shareholders whose dividend are lying unclaimed for any year/(s) duringthe last seven years requesting them to claim their dividend amounts.

Pursuant to Section 124(6) of the Companies Act 2013 read with Investor Education andProtection Fund Authority (Accounting Audit Transfer And Refund) Rules 2016 ('IEPFRules') your Company has transferred 61450 shares (on which dividend remained unpaid orclaimed for seven consecutive years or more) held by 299 shareholders to the demat accountof IEPF authority.



The Annexures referred to in this Report containing information required to bedisclosed are annexed as under:

Annexure Particulars

1 Statement containing salient features of the financial statements of subsidiaries/associate companies/ joint ventures

2 Details of Loans Guarantees and Investments

3 Secretarial Audit Report

4 Particulars of Employees and Managerial Remuneration

5 Remuneration Policy

6 Dividend Distribution Policy

7 Report on Corporate Social Responsibility

8 Business Responsibility Report

9 Extract of Annual Return

10 Particulars of conservation of energy technology absorption and foreign exchangeearnings and outgo


Your Company has been able to operate efficiently because of the culture ofprofessionalism creativity integrity and continuous improvement in all functions andareas as well as the efficient utilization of the Company's resources for sustainable andprofitable growth. The Directors wishes to place on record their appreciation of theefficient and loyal services rendered by each and every employee without whosewhole-hearted efforts the overall satisfactory performance would not have been possibleand look forward to the long term future with confidence.

Your Company extends its thanks to its customers vendors dealers investors businessAssociates bankers Stock Exchanges Regulatory Authorities and Central and StateGovernments for their continued support during the year. The trust and confidence reposedby the customers in the Company and its products is especially cherished. Your Directorsalso wish to place on record their appreciation of the wholehearted and continued supportextended by the Shareholders and Investors which had always been a source of strength forthe Company. Your Directors look forward to your continued support.

For and on behalf of the Board of Directors

Sajjan Bhajanka

(DIN: 00246043)

Chairman & Managing Director

Kolkata 24th July 2018