Your Directors are pleased to present the Company's FortiethAnnual Report and Audited Financial Statements (standalone and consolidated) for theFinancial Year ended 31st March 2021. The consolidated performance of the Company and itssubsidiaries has been referred to wherever required.
The Company's financial performance for the year ended 31st March2021 is summarised below:
H in crore
|Particulars ||STANDALONE ||CONSOLIDATED |
| ||2020-21 ||2019-20 ||2020-21 ||2019-20 |
|Gross Income ||2124.18 ||2293.76 ||2147.68 ||2329.79 |
|Profit before Depreciation Interest & Tax ||334.25 ||315.17 ||341.02 ||292.43 |
|Depreciation ||62.63 ||67.55 ||68.65 ||76.31 |
|Interest & Finance Charges ||10.79 ||37.24 ||12.79 ||38.90 |
|Profit before Tax ||260.83 ||210.38 ||259.58 ||177.22 |
|Tax Expenses ||68.76 ||52.21 ||68.36 ||51.93 |
|Profit after Tax ||192.07 ||158.17 ||191.22 ||125.29 |
|Attributable to: || || || || |
|Owners of the Company ||192.07 ||158.17 ||191.47 ||150.58 |
|Non-controlling interests ||- ||- ||(0.25) ||(25.29) |
|Other Comprehensive Income (net of taxes) ||(0.56) ||(0.35) ||(5.87) ||18.31 |
|Total Comprehensive Income for the year ||191.51 ||157.82 ||185.35 ||143.60 |
|Attributable to: || || || || |
|Owners of the Company ||191.51 ||157.82 ||185.46 ||168.89 |
|Non-controlling interests ||- ||- ||(0.11) ||(25.29) |
|Opening balance in Retained Earnings ||1018.62 ||914.37 ||1009.88 ||912.85 |
|Adjustment with other equity ||(0.56) ||(0.35) ||(0.28) ||(0.34) |
|Adjustment on acquisition of subsidiary ||- ||- ||- ||0.37 |
|Amount available for appropriation ||1210.13 ||1072.19 ||1201.07 ||1063.46 |
|Final Dividend- FY 2018-19 ||- ||22.22 ||- ||22.22 |
|Tax on Dividend- FY 2018-19 ||- ||4.57 ||- ||4.57 |
|Interim Dividend- FY 2019-20 ||- ||22.22 ||- ||22.22 |
|Tax on Interim Dividend- FY 2019-20 ||- ||4.57 ||- ||4.57 |
|Closing Balance in Retained Earnings ||1210.13 ||1018.62 ||1201.07 ||1009.88 |
OVERVIEW OF THE COMPANY'S FINANCIAL PERFORMANCE
The standalone revenue from operations and Gross Income for FinancialYear 2020-21 stood at Rs 2113.48 crore and Rs 2124.18 crore respectively were both lowercompared to the corresponding figures for Financial Year 2019-20 which stood at Rs 2282.68crore and Rs 2293.76 crore respectively.
During the Financial Year ended 31st March 2021 despite all oddsarising on account of the Covid-19 pandemic your Company recorded a Profit before tax ofRs 260.83 crore as against Rs 210.38 crore in the previous year an increase of 24%. NetProfit after tax also increased by 21% at Rs 192.07 crore compared to Rs 158.17 crore inprevious year. EBITDA margin was at 15.82% in FY 2020-21 as compared to 13.80% in FY2019-20.
On consolidated basis the revenue from operations for Financial Year2020-21 at Rs 2130.36 crore was lower by 8% compared to previous year's figure of Rs2317.03 crore. Profit before tax and Profit after tax were higher by 46% and 53%respectively compared to the previous year.
The operations and financial results of the Company are elaborated inthe annexed Management Discussion and Analysis.
IMPACT OF COVID-19
Reflecting on 2020 one feels that COVID-19 was a lesson on life thatcombined many learnings in one i.e. the fragility of life & uncertainty of future thepower of nature what really matters and what does not in life and above all the need tomove on. The experience of this episode shall not only shape our social behavior goingforward but will also impact how corporates and economies operate for years to come. It iswell known that COVID-19 has not only been a public health crisis but has also severelyimpacted the economy in near term. The outbreak of COVID-19 pandemic has globally causedsignificant disturbance and slowdown of economic activity. In many countries businesseswere being forced to cease or limit their operations for long or indefinite periods oftime. Measures taken to contain the spread of the virus including travel bansquarantines social distancing and closures of non-essential services have triggered hugedisruptions to businesses worldwide resulting in an economic slowdown. The pace ofrecovery of global economic activity in the third quarter of 2020 on the back of pent upconsumption demand and a new normal of work-from-home petered out in the fourth quarter.Renewed virus waves emerging variants of the virus and consequently tighter lockdowns inseveral Western economies dampened the activity rebound. While Asian economies seem tohave gained further pace they also continue to remain impacted by the pandemic and itsglobal macro-financial implications.
The pandemic's impact has been different on different sectors ofthe Indian economy. Agriculture was the least affected by the pandemic and is expected togrow at 3% as lockdown restrictions never prevented any on-farm activity. However with ashare of just over 16% in total Gross Value Added agriculture could do little to cushionthe overall performance of the economy. Both services and industry are expected to havesu_ered a contraction of slightly more than 8%. Even within services and industryemployment intensive sectors such as trade hotel and restaurants and construction havesu_ered a bigger contraction in economic activity.
The construction and furniture sectors were both widely affected by theCOVID-19 pandemic. Supply chain bottlenecks due to restriction on the supply of rawmaterials like steel and glass also impacted the industry. Moreover the reduction in thenumber of labour and financial losses due to delay in funded projects adversely affectedthe construction sector hindering the growth of wood based panel industry.
During the initial phase of lockdown the Indian plywood market alsowitnessed a downfall. The production in this industry reduced drastically after the exodusof the migrant workforce started during the lockdown. As the restrictions were upliftedthe migrant workers returned and the production gained momentum. The industry startedreviving and gained their growth strength and grip over the market by the end of thefinancial year 2020-21.
Unfortunately 2021-22 didn't begin well with at least somerestrictions imminent on account of the ongoing second wave of the Pandemic.
The escalating second wave of coronavirus infections has resulted instates and cities imposing localized partial lockdowns which is expected to hurt theeconomic recovery that was underway. However the low coronavirus death counts and mammothvaccination drive is expected to push the GDP growth back up. The International MonetaryFund (IMF) in April 2021 upgraded its FY22 growth projection for India to 12.5% from11.5% estimated in January 2021 but cautioned that the forecast hasn't factored inthe severe downside risks arising from the country's ongoing second wave of COVID-19.According to the Central Bank the biggest toll of the second wave is in terms of a demandshock. Loss of mobility lower discretionary spending lack of employment and inventoryaccumulation are some of the factors that indicate weaker demand during the second wave inIndia. Your Company's operations were also adversely affected on account ofsuspension of production and distribution facilities across India during the beginning ofFY21. The Company's operations resumed partially from first week of May 2020 atvarious locations across India after taking requisite measures for ensuring safety andwell-being of employees and workers. From June 2020 onwards operations returned tonormalcy amidst all required protective measures. Amid the challenging environmentimpacted by COVID-19 pandemic the Company undertook several measures to shore upliquidity and weather the demand shocks. After ensuring safety of all our employees theCompany embarked upon on a four pronged action during the lockdown phase and immediatelythereafter:
Connect back with our key stakeholders viz. dealers and contractorsover VC & phone calls. Our teams reached out to all of them in a consistent manner.
Rolled out the new go-to-market' (GTM) guidelines forour sales team. The focus of the new GTM was physical scouting for demand generationbacked up with a Sales Force Automation (SFA) tool. The entire roll out training on GTMand of the SFA were done in remote mode over VCs. Consistent development of safefeatures for our plywood and laminates.
Invested back in the brand building by continued advertising onmass media channels
IMPACT OF AMPHAN
On 20th May 2020 a super- cyclone AMPHAN' struck thedistrict of South 24 Parganas in West Bengal leading to extensive damage to the factoryshed and building at the Company's Joka factory near Kolkata. The plywoodmanufacturing set-up had to be partly shut down for a few days. Production resumed aftercarrying out required repairs and re-installations.
Based on the Company's performance and in conformity with itsDividend Distribution Policy the Directors are pleased to recommend for approval of theMembers a final dividend of Rs 1/- per equity share of face value Rs 1/- each for thefinancial year ended 31st March 2021.
With this the Company continues to balance the dual objective ofappropriately rewarding Members through dividends and retaining sufficient funds tosupport the long term growth of your Company. The Final Dividend subject to approval ofMembers at the ensuing Annual General Meeting will be paid within the statutory period.
The Dividend Distribution Policy of the Company is annexed to thisReport as Annexure 6' and is also available on the Company's website at:https://www.centuryply.com/codes-policies/CPIL-Dividend-Distribution-Policy.pdf.
TRANSFER TO RESERVES
The Reserves and Surplus of your Company has increased to Rs 1242.63crore in the year 2020-21 as compared to Rs 1051.13 crore in the year 2019-20. YourDirectors have proposed not to transfer any sum to the General Reserve during theFinancial Year 2020-21.
As on 31st March 2021 the Company's paid-up Equity Share Capitalwas Rs 222527240/-comprising of 222172990 Equity Shares of Face Value of Re. 1/-each and Rs 354250 received on account of 1380000 (post-split) forfeited shares. Therehas not been any change in the Equity Share Capital of the Company during the FinancialYear ended 31st March 2021. During the Financial Year 2020-21 your Company has neitherissued any shares or convertible securities nor has granted any stock options or sweatequity.
INDIAN ECONOMY AND STATE OF AFFAIRS
The year 2020 witnessed unrivalled turmoil with the novel COVID-19virus and the resultant pandemic emerging as the biggest threat to economic growth in acentury. COVID-19 struck India at a time when the underlying economic conditions weresubdued on account of heightened global uncertainty and stress in the domestic financialsystem. Against this backdrop a stringent national lockdown to slow the spread of thepandemic started in the last week of FY20 and remained active to varying degrees indifferent geographies through most of the Q1 of FY21. This resulted in an estimated annualcontraction of 8% in Gross domestic product (GDP) making FY21 one of the worst years interms of economic performance in India. India's GDP re-entered growth territory inthe quarter ending December 2020 showing definite signs of recovery amidst easing ofrestrictions.
India has faced the COVID-19 situation with fortitude and a spirit ofself-reliance. India has demonstrated how it rises up to challenges and uncoversopportunities therein. Through this year as India bravely fought the global pandemic itcharted its own unique trajectory showing remarkable resilience be it _ghting thevirus or ensuring economic recovery. Revitalized inter and intra-state movement along witha sustained spurt in industrial and commercial activity heralded the economy'sreturning to normalcy. The Government adopted a proactive approach in dealing with thepandemic by introducing a slew of reforms to prevent the cascading effect of economicdisruptions which occurred during the first and second quarters. The Government introducedAtmaNirbhar Packages which accelerated the Country's pace of structural reforms.Redefinition of MSMEs collateral-free automatic loans for businesses including MSMEsCommercialisation of the Mineral Sector Agriculture and Labour Reforms Privatisation ofPublic Sector Undertakings One Nation One Ration Card and Production Linked IncentiveSchemes are some of the notable reforms carried out during this period. Faceless IncomeTax Assessment relaxation in Statutory and Compliance matters and decriminalisation ofthe Companies Act 2013 are the others. Digital Technology has been the sprintrunner' of this year that enabled the nation to tide over the disruptive effects ofthe pandemic.
While there was a 23.9 per cent contraction in GDP in first quarterthe recovery has been a V-shaped one. Contraction in GDP narrowed to 7.5 per cent in Q2 aseconomic activity picked up. As per NSO's Second Advance Estimates a real GDP growthof 0.4 per cent in Q3 of 2020-21 has returned the economy to the pre-pandemic times ofpositive growth rates. It is also a reflection of a further strengthening of V-shapedrecovery that began in Q2 of 2020-21. This recovery was evident across all key economicindicators like power demand rail freight E-Way bills Goods and Services Tax (GST)collection steel consumption etc. Budget 2021-22 has also adopted an expansionary fiscalpolicy with an emphasis on capital expenditure to boost economic growth.
Economic activity in India has gathered pace with mild sti_ening of theCOVID-19 curve failing to deter a steady uptick in consumer sentiment which has beenbolstered by the inoculation drive. Positive GDP growth in Q3 of FY 21 for thefirst time since the onset of the pandemic added to the positive sentiment as theeconomy closed the year with activity levels higher than measured in the second advanceestimates of GDP.
On the supply side agriculture and allied activities are clearlydemonstrating resilience in the face of the pandemic with a normal monsoon a bumper cropand government support in the form of MGNREGA and PM-KISAN allocations along with recordprocurement in 2020 supporting rural incomes. Manufacturing activity continues itsresurgent journey on the back of sales and output recovery and the Government'sAtmanirbhar Package stimulus facilitating growth prospects and business sentiment. Thebeneficial wealth effect of booming equity markets are enabling consumption abilities ofhouseholds with exposure to them. With rising capacity utilization stronger demandconditions and relatively moderate costs operating profits are rising across the board.
The year 2020 was meant to be a year of recovery for the Indian realestate sector especially the housing segment. After three years of business disruptionscaused by demonetisation implementation of GST realty law RERA and the NBFC crisis themarket had started stabilising. But all hopes were thwarted as the COVID-19 globalpandemic hit India forcing the government to impose a national lockdown from March 25 forover two months to curb the spread of the deadly disease. Instead of recovery and growth2020 brought more pain and distress in the realty sector shaving off 40-50% of businessin the residential segment from an already low base. All real estate activities came to asudden halt in late March with the lockdown. Although the economy started to unlock fromJune onwards the situation remained grim through September as construction activitieswere stalled because of labour paucity while sales were down on account of concerns overeconomic growth. The threat of job losses loomed large which had a major dampening effecton consumer sentiment. Housing sales began to improve from October onwards due to pent updemand. The softening of interest rates on home loans to around 7% reduction in stampduty on registration of properties and rock bottom housing prices coupled with attractivespecial offers from cash-starved developers were positive factors that paved buyers'return to the market though at a slower pace. The reverse migration caused by the riseof the remote working culture led to the emergence of heightened demand for homes intier-2 and tier-3 cities including rentals.
Central Government also announced various measures to help the realestate sector survive this unprecedented health crisis. These included invoking theForce Majeure' clause under the RERA to extend project completion deadlines by6-9 months the extension of interest subsidy for the middle-income group and relaxing taxrules to allow sales of homes valued up to Rs 2 crore at a 20% discount to circle rate. Atthe macro level the grounds for a likely surge in demand for residential housing andcommercial space in the months to come are not hard to foresee as they are linked to apossible upsurge in economic growth.
Significant recoveries in manufacturing and construction sectors haveacted as a positive light at the end of the tunnel as these sectors are further expectedto grow in FY 22. Real GVA in manufacturing has improved from a contraction of 35.9 percent in Q1 to a positive growth of 1.6 per cent in Q3 while in construction the recoveryhas been from a contraction of 49.4 per cent in Q1 to a positive growth of 6.2 per cent inQ3. These sectors are vital to the economy to achieve a growth of 11 per cent or more in2021-22.
With fast roll out of vaccination persistent stimulus measures underAtmaNirbhar Bharat and special thrust of Union Budget on health and well-being amongothers macroeconomic con_gurations have been undergoing the necessary reorientationtowards normalcy thereby reviving consumer confidence and brightening business outlook ofmanufacturing services and infrastructure. The pick-up in construction activity with itswide array of backward and forward linkages is also slowly developing into a criticalgrowth lever of the economy.
MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OFTHE COMPANY
There are no material changes or commitments affecting the financialposition of the Company which have occurred between the end of the financial year 2020-21and the date of this report. The Company is virtually debt free and has adequate liquidityto meet its business requirements. The management believes that it has considered all thepossible impact of identified events arising from COVID-19 global health pandemic in thepreparation of financial statements. However the impact assessment of COVID-19 pandemicis a continuous process given the uncertainties associated with its nature extent andduration. The management shall continue to monitor any material changes to future economicconditions on a continuing basis which may affect the financial performance of theCompany.
In the past decades the expenditure on furniture has increased as aresult of increasing incomes urbanisation investment in real estate western influenceetc. Moreover the introduction of new designs and diverse product range of furniture havefurther helped in creating a demand among the consumers. Expanding distribution networkand exclusive outlets of furniture manufacturers in the region has also helped ininfluencing the market for plywood. Amid the COVID-19 crisis the global market forPlywood estimated at US$49.7 Billion in the year 2020 is projected to reach a revisedsize of US$84.5 Billion by 2027 growing at a CAGR of 7.9% over the period 2020-2027.
The Indian plywood market is primarily driven by the growing number ofconstruction activities and the expanding home furnishing sector. The Indian plywoodmarket reached a value of INR 222.5 Billion in 2020 and is expected to grow at a CAGR of4.3% during 2021-2026. Growing preference for traditional furniture in bedrooms and livingrooms has furthermore steered the wood based panel market demand over the years.
The year 2020 brought forth many changes that will shape future trendsin the marketplace for numerous industries. This is especially true in the furnitureindustry where trends come and go in both style and substance as well as in the wayfurniture is marketed to consumers. The pandemic has given rise to new market trends andwith a large percentage of employees working remotely the demand for home-officefurniture has almost tripled. 2021 for the furniture industry will be interesting to saythe least. Consumer wants and needs have changed drastically over the last year and whilethey of course will always need furniture the way they shop for it presents newchallenges for the industry.
In the post-pandemic context the budget has also substantiallyenlarged the spending envelope in sectors like infrastructure creation for pump-primingeconomic growth. The economy looks well set on its pathway to recovery and revival and theroadmap that the government is charting particularly in terms of the well-received recentbudget have made the right moves towards this end. Despite the second wave of coronavirusthe recovery in economy is resilient with sustained improvement in majority of highfrequency indicators.
Keeping in mind the changing shopping trends Century Ply had launchedits online shopping platform CenturyPly e-shop' across the Country. The e-shopenables a seamless buying experience for the consumers allowing them to buy directly fromthe Company's website. Consumers are assured regarding authenticity and quality ofthe products and are saved from getting duped because of presence of duplicate products inmarket. The Company also forayed into the Indian e-commerce platform by associating withe-commerce giants Flipkart and Amazon. This was a first-of-its-kind association where thecountry's leading building material company has stepped into the e-commerce serviceto leverage the spike in online shopping and digital consumption amidst the pandemic.
The positive impact on real estate with the pre-budget sanction of Rs25000 crore by the government for completion of 1600 stalled projects and extension ofexemptions for affordable housing during budget promises to provide some kinetic energy tothe snail paced sector. After Budget the growing positivity in markets is also helpingthe producers and traders to expand the product variety and network. Post Budget of2021-22 what looks imminent is a huge possibility of building material consumption withgrowth in construction of new highways and public facilities because government iscommitted to spend big with huge capital expenditure. Healthcare Railways EducationWarehousing and booming Industrial growth are going to be immediate demand drivers. Thisbudget is certainly a booster shot which will be evident with speedy growth. Thresholdfor the deeming of stamp duty value for transfer of specified residential units by thereal-estate developer has been increased from 10% to 20%. It is expected that given thepresent circumstances plywood and particle board market will grow by 16% Decorativelaminate by 12% and MDF by 20% in FY22.
The demand for wooden furniture in the Indian market is mainly drivenby the residential sector. Nowadays consumers are replacing their furniture morefrequently than in the past which is largely due to increasing standards of living and asteady increase in disposable income across the board. These are some of the factorsdriving the continuous growth of the Furniture market. Moreover aesthetic reasons coupledwith the need for consumers to be comfortable in their apartment as evidenced by theLiving Room and Dining Room segment being the largest segment of the Furniture market andthe adoption of online shopping are major contributing factors to the constant growth ofthe market.
The global wood based panels market has been segmented on the basis ofproduct and application. The product segment is classified into MDF HDF OSBparticleboard softwood plywood and others. The application segment is divided intoconstruction furniture and packaging. The construction segment is further bifurcated intofloors & roofs windows & doors siding and others. Similarly the furnituresegment is sub-segmented into residential and commercial.
Globally MDF accounts for the largest market share of around 45% inthe overall wood based panels market and this is also expected to witness high growth rateover the coming years. This is attributed to the broad application used in vertical andhorizontal wood based panels across the construction industry. The versatility of theproduct and its wide range of applications in the construction industry make it a likelycontender. High demand for MDF products used for manufacturing flooring furniture andcabinetry is projected to drive the overall market.
FUTURE PLANS OF EXPANSION
The Company's Medium Density Fiber (MDF) Board unit at Hoshiarpurin Punjab with an installed capacity of 198000 CBM per year attained full capacityutilisation during FY 2020-21. With growing demand for the Company's MDF board theCompany has initiated steps for expansion of capacity of this unit at a CAPEX of approx.Rs 200 Crore. Post expansion the capacity of this unit would increase to 330000 CBM peryear. The Company is also in the process of setting up a new unit in the State of Punjabfor manufacturing of veneer and plywood with a capacity of 60000 CBM per year at a CAPEXof approx. Rs 75 Crore. This is expected to be operational within the first quarter of FY2022-23.
The newly set-up veneer manufacturing unit of the Company's whollyowned subsidiary Century Gabon SUARL at Gabon in Africa also started its commercialproduction on 8th February 2021 with an operating capacity of peeling 200 CBM of timberper day. This unit has the advantage of availability of abundant Okoume timber requiredfor production of face veneer. This unit will serve as a backward integration for securingavailability of raw material for Century Ply.
The Company's wholly owned Subsidiary Century Panels Ltd. hasalso initiated steps for setting up a new unit in the state of Andhra Pradesh formanufacturing of MDF boards with a capacity of 231000 CBM per year at a CAPEX of approx.Rs 500 Crore. This is expected to be operational within the first quarter of FY 2023-24.The Company's proposed capex plans for setting up a Particle Board and MDF unit inUttar Pradesh has got on hold pending decision of the National Green Tribunal which hadquashed all provisional licenses issued by the Uttar Pradesh government for establishingnew wood-based industries in the State.
Traditionally the Company has been operating in premium or uppersegment of plywood market. However the value segment ( Rs 80-100 per sq. ft. at consumerprice) is the largest segment and is 4 to 5 times the size of the premium segment. WithGovernment's focus also shifting towards affordable housing the value segment willdrive the future growth of the Company. The Company with its economy segment product likeBond710' Sainik' and Sainik710' is constantly increasingits capacities and penetrating the mid-market and affordable segments. Our value productSainik 710 has grown by 19% on a year on year basis and now contributes to almost 16.5% ofthe total mix. The Company continues its focus on the premium segment and is investingheavily on brand positioning for ensuring that the Centuryply brand occupies a distinctposition relative to competing brands in the mind of the customers.
With operation of two Container Freight Stations your Company alreadyhas a marked presence in the logistic segment. The Company is exploring the possibilitiesof widening its product offerings in this segment with activities like cargo handlingstevedoring Steamer Agency businesses and reconstruction/ rejuvenation of Ports.
CHANGE IN NATURE OF BUSINESS IF ANY
There has not been any change in the nature of business of the Companyduring the FY ended 31st March 2021.
CHANGES IN SUBSIDIARIES
As on 31st March 2021 your Company had 11 subsidiaries and 3step-down subsidiaries. These subsidiaries were Auro Sundram Ply & Door Pvt. Ltd.Century MDF Ltd. Ara Suppliers Pvt. Ltd. Arham Sales Pvt. Ltd. Adonis Vyaper Pvt. Ltd.Apnapan Viniyog Pvt. Ltd. Century Infotech Ltd. Century Panels Ltd. Centuryply MyanmarPvt. Ltd. Century Ply (Singapore) Pte. Ltd. and Century Gabon SUARL and step-downsubsidiaries were Asis Plywood Ltd. Century Ply Laos Co. Ltd. Century Huesoulin PlywoodLao Co. Ltd. There are no associate or joint venture companies within the meaning ofSection 2(6) of the Companies Act 2013.
During the year the Company's shareholding went up marginally inits overseas subsidiary Century Ply (Singapore) Pte. Ltd. from 90.60% to 90.65% owning tofurther allotment of shares to it. Further the Company approved a proposal to acquire theremaining 39.94% of the share capital of its subsidiary company Century InfotechLtd.' from other shareholders.
Your Company does not have any material subsidiary whose net worthexceeds 10% of the consolidated net worth of the Company in the immediately precedingfinancial year or has generated 10% of the consolidated income of the Company during theprevious financial year.
There has been no material change in the nature of the business of thesubsidiaries/ step-down subsidiaries during the year under review.
Auro Sundram Ply & Door Pvt. Ltd. is engaged in the manufacturingof plywood and allied products from eco-friendly agro-forestry timber and operating aplywood unit at Roorkee in Uttarakhand. Considering the increasing demand for MDF CenturyPanels Ltd. has initiated steps for setting up a new unit in the state of Andhra Pradeshfor manufacturing of Medium Density Fiber boards (MDF) with a capacity of 231000 CBM peryear at a CAPEX of approx. Rs 500 Crore. This is expected to be operational within thefirst quarter of FY 2023-24.
Ara Suppliers Pvt. Ltd. Arham Sales Pvt. Ltd. Adonis Vyaper Pvt. Ltd.and Apnapan Viniyog Pvt. Ltd. jointly own and hold some land in Kolkata which is yet to bedeveloped. Century Infotech Ltd. is engaged in the business of e-commerce e-shoppingonline information services online application integration including buying sellingmarketing trading and dealing in various kinds of products and services. Its operationsare however currently suspended. Century MDF Ltd. and Asis Plywood Ltd. are presently notoperational.
Centuryply Myanmar Pvt. Ltd. is operating a veneer and plywood unitnear Yangon city in Myanmar and is supplying the same primarily to our Company.
Century Ply (Singapore) Pte. Ltd. is undertaking trading in veneer andplywood. It has entered into arrangements with various entities in Laos whereby it hasprovided them with plant and machinery for manufacture and supply of veneer and plywood toit.
Century Gabon SUARL has started its commercial production on 8thFebruary 2021 with an operating capacity of peeling 200 CBM of timber per day. This unithas the advantage of availability of abundant Okoume timber required for production offace veneer. This unit will serve as a backward integration for securing availability ofraw material for Century Ply.
Century Ply Laos Co. Ltd. is engaged in the manufacturing of veneer inAttapeu province in Laos out of raw material sourced locally while Century HuesoulinPlywood Lao Co. Ltd. is manufacturing plywood at its unit in Savannakhet Province inLaos. However due to administrative restrictions imposed by the Laos Government theoperations of these step-down subsidiaries and consequently that of Century Ply(Singapore) Pte. Ltd. remained suspended during the financial year under review.
In the wake of Covid-19 the Company's Subsidiaries had suspendedtheir production and distribution facilities temporarily and moved to work fromhome' policy for all its employees at the beginning of the current financial yearadhering to the guidelines issued by the governing authorities of the respectivecountries. Gradually with the changing directives they became fully operational fromfirst week of June after taking requisite measures for ensuring safety and well-being ofemployees and workers.
POLICY ON MATERIAL SUBSIDIARIES
The Company's policy for determining material subsidiaries inaccordance with Regulation 16(1)(c) of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 (Listing Regulations') is available on thewebsite of the Company athttps://www.centuryply.com/codes-policies/CPIL-Policy-on-material-subsidiary.pdf
FINANCIAL POSITION & PEFORMANCE
The Company monitors performance of subsidiary companies inter aliaby the following means: Financial statements of the subsidiary companies arereviewed by the Company's Audit Committee.
Major investments made by the subsidiaries are reviewed quarterlyby the Company's Audit Committee.
Minutes of Board meetings of subsidiary companies are placed beforethe Company's Board regularly.
Significant transactions and arrangements entered into bysubsidiary companies are placed before the Company's Board.
Pursuant to the provisions of Section 129(3) of the Companies Act2013 a statement in Form No. AOC-1 containing the salient features of financialstatements of the Company's subsidiaries is appended as Annexure 1' tothis Report.
The Contribution of the subsidiaries to the overall performance of theCompany during the year is given in note no. 47 of the Consolidated Financial Statement.
CONSOLIDATED FINANCIAL STATEMENTS
The consolidated financial statements of the Company and itssubsidiaries for FY 2020-21 are prepared in compliance with the applicable provisions ofthe Companies Act 2013 and as stipulated under Regulation 33 of the Listing Regulationsas well as in accordance with the Indian Accounting Standards notified under the Companies(Indian Accounting Standards) Rules 2015. In accordance with the provisions of Section129(3) of the Companies Act 2013 read with the Companies (Accounts) Rules 2014Companies (Indian Accounting Standards) Rules 2015 and other applicable provisions andRegulation 34(2) of Listing Regulations the Consolidated Financial Statements of theCompany and its subsidiaries for FY 2020-21 along with Auditor's Report thereon formspart of this Annual Report.
Further pursuant to the provisions of Section 136 of the CompaniesAct 2013 Annual Report of the Company containing therein its standalone andconsolidated financial statements along with relevant documents and separate auditedfinancial statements in respect of each of the subsidiaries are available on the websiteof the Company www.centuryply.com under the Investors' section.
The Financial Statements along with audit reports thereto in respect ofthe Company's subsidiaries are available for inspection by the Members at theRegistered Office of the Company and that of the respective subsidiaries during workingdays between 11.00 A.M. and 1.00 P.M. Shareholders interested in obtaining a copy of theaudited financial statements of the subsidiary companies may write to the CompanySecretary at the Company's registered office.
PARTICULARS OF LOANS GUARANTEES AND INVESTMENTS
Details of loans guarantees and investments under the provisions ofSection 186 of the Companies Act 2013 read with the Companies (Meetings of Board and itsPowers) Rules 2014 as on 31st March 2021 are set out in Annexure 2' heretoand forms a part of this Report.
The aggregate of loans guarantees given and investments made by theCompany in accordance with Section 186 of the Companies Act 2013 does not exceed thehigher of sixty percent of its paid-up share capital free reserves and securities premiumaccount or one hundred percent of its free reserves and securities premium account.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
All contracts/ arrangements/ transactions with related parties enteredinto or modified by the Company during the Financial Year 2020-21 were on an arm'slength basis and not material'. The said transactions with Related Parties wereentered into for the benefit and in the interest of your Company and its stakeholders.These transactions were inter alia based on various considerations such as businessexigencies synergy in operations the policy of the Company and resources of the RelatedParties. There was no material related party transaction made by the Company during theyear requiring shareholders' approval under Regulation 23(4) of the ListingRegulations or Section 188 of the Companies Act 2013 read with Rules made thereunder. Theapproval of the Audit Committee was sought for all related party transactions. Certaintransactions which were repetitive in nature were approved through omnibus route. Astatement of transactions entered into pursuant to the approvals so granted is placedbefore the Audit Committee and the Board of Directors on a quarterly basis. All thetransactions were in compliance with the applicable provisions of the Companies Act 2013and Listing 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 PartyTransactions. Accordingly the disclosure of Related Party Transactions as required underSection 134(3) (Rs) of the Companies Act 2013 read with Rule 8(2) of the Companies(Accounts) Rules 2014 in Form AOC-2 is not applicable.
The Related Party Disclosures in terms of Regulation 34(3) read withPart A of Schedule V of the Listing Regulations is provided under note no. 41 of the Notesto the Financial Statements. There are no materially significant transactions with relatedparty which may have a potential conflict with the interest of the Company at large.
The Company in terms of Regulation 23 of the Listing Regulationssubmits within 30 days from the date of publication of its standalone and consolidatedfinancial results for the half year disclosures of related party transactions on aconsolidated basis in the format specified in the relevant accounting standards forannual results to the stock exchanges. The said disclosures can be accessed on the websiteof the Company https://www. centuryply.com.
Your Company's Policy on materiality of and dealing with RelatedParty Transactions as formulated and adopted by the Board of Directors in terms ofRegulation 23(1) of the Listing Regulations may be accessed on the Company's websiteat: https://www.centuryply.com/codes-policies/Policy-on-Materiality-of-and-dealing-with-related-party-transcations.pdf.The Policy intends to regulate transactions between the Company and its Related Partiesbased on the applicable laws and regulations and also lays down mechanism foridentification approval review and reporting of such transactions.
During the Financial Year 2020-21 the Company has not invitedaccepted or renewed any public deposits covered under Section 73 of the Companies Act2013 read with the Companies (Acceptance of Deposits) Rules 2014. As such no amount onaccount of principal or interest on public deposits was outstanding as on the date of theBalance Sheet.
M/s Singhi & Co Chartered Accountants (ICAI Firm Registration No.302049E) has been your Company's Auditors since 2014. In terms of the provisions ofSection 139 of the Companies Act 2013 read with provisions of the Companies (Audit andAuditors) Rules 2014 as amended the Members at the Thirty-Eighth Annual General Meeting(AGM) held on 4th September 2019 approved their re-appointment as Statutory Auditors ofthe Company for a second term of five consecutive years i.e. from the conclusion of theThirty-eighth AGM until the conclusion of Forty-third AGM to be held in the calendar year2024. The requirement to place the matter relating to appointment of auditors forrati_cation by Members at every AGM has been done away by the Companies (Amendment) Act2017 with effect from 7th May 2018. Accordingly no resolution is being proposed forrati_cation of appointment of statutory auditors at the ensuing AGM. The StatutoryAuditors were present in the last AGM. Pursuant to Section 141 of the Companies Act 2013read with the Companies (Audit and Auditors) Rules 2014 M/s. Singhi & Co haverepresented that they are not disqualified and continue to be eligible to act as theAuditor of the Company. M/s. Singhi & Co. have also confirmed that they have beensubjected to the peer review process of the Institute of Chartered Accountants of India(ICAI) and holds a valid certificate issued by the Peer Review Board of ICAI as requiredunder Regulation 33(1)(d) of the Listing Regulations.
STATUTORY AUDITORS' REPORT
The Statutory Auditors' Report "with an unmodifiedopinion" given by M/s. Singhi & Co on the Standalone and Consolidated FinancialStatements of the Company for the Financial Year ended 31st March 2021 is appended inthe Financial Statements forming part of this Annual Report. There has been noqualification reservation adverse remark or disclaimer given by the Statutory Auditor intheir Report for the year under review. The Notes on Financial Statements referred to inthe Auditors' Report are self-explanatory and do not call for any further comments.
Pursuant to the provisions of Section 204 of the Companies Act 2013read with Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 andRegulation 24A of the Listing Regulations the Board had appointed M/s MKB &Associates a firm of Company Secretaries in Practice as Secretarial Auditor to conductthe Secretarial Audit of the Company for the Financial Year 2020-21. The Report of theSecretarial Audit in Form MR-3 is appended hereto as Annexure 3'.
The said Secretarial Audit Report does not contain any qualificationreservation adverse remark or disclaimer.
No frauds have been reported by the Statutory Auditor or theSecretarial Auditor of the Company during the year under review.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
I. INDEPENDENT DIRECTORS:
(a) CHANGES IN INDEPENDENT DIRECTORS:
Pursuant to the provisions of Section 149 and 152 read with Schedule IVof the Companies Act 2013 and the Rules made thereunder the shareholders at the AnnualGeneral Meeting held on 9th September 2020 inter alia confirmed appointment of Sri AmitKiran Deb (DIN: 02107792) as an Independent Director with effect from 1st April 2020 to30th September 2023.
Sri Santanu Ray (DIN: 00642736) ceased to be a Director on 31st March2021 upon completion of his second term as Independent Director. The Board places onrecord its appreciation for his invaluable contribution and guidance. In terms of Section149(11) of the Companies Act 2013 no Independent Director shall hold office for morethan two consecutive terms.
Based on recommendation of Nomination & Remuneration Committee theBoard of Directors at its meeting held on 9th February 2021 appointed Sri NareshPachisia (DIN: 00233768) as an Additional Director in the Independent category witheffect from 1st pril 2021 for a term of three years ending on 31st March 2024 subjectto approval of the shareholders of the Company at the ensuing Annual General Meeting. TheBoard of Directors of your Company recommends his appointment.
The Company had received a notice in writing from a member underSection 160 of the Companies Act 2013 proposing the candidature of Sri Naresh Pachisiafor the office of Independent Director of the Company.
The Company had also received from Sri Naresh Pachisia (i) consent toact as Director in writing in Form DIR-2 pursuant to Rule 8 of Companies (Appointment andQualification of Directors) Rules 2014 (ii) disclosure in Form DIR-8 pursuant to Rule14(1) of the Companies (Appointment and Qualification of Directors) Rules 2014 to theeffect that he is not disqualified under sub section (2) of Section 164 of the CompaniesAct 2013 and (iii) declaration to the effect that he meets the criteria of independenceas prescribed both under sub-section (6) of Section 149 of the Act Rules thereunder andunder the Listing Regulations.
The detailed profile of Sri Naresh Pachisia and particulars of hisexperience skill and attributes that qualify him for Board Membership together with otherdetails as required under the Companies Act 2013 Secretarial Standards and ListingRegulations are given in the explanatory statement attached to the Notice of the ensuingAnnual General Meeting. His appointment is subject to the approval of shareholders.
(b) DECLARATION BY INDEPENDENT DIRECTORS
Pursuant to the provisions of Section 149 (7) of the Companies Act2013 read with Rules made thereunder and in terms of Regulation 25(8) of ListingRegulations the independent directors have submitted declarations confirming that: i.they meet the criteria of independence as prescribed under Section 149(6) of the CompaniesAct 2013 along with Rules framed thereunder and Regulation 16(1)(b) of the ListingRegulations and that during the year there has been no change in the circumstancesaffecting their status as an Independent Director.
ii. in terms of Regulation 25(8) of the Listing Regulations they arenot aware of any circumstance or situation which exist or may be reasonably anticipatedthat could impair or impact their ability to discharge their duties with an objectiveindependent judgment and without any external influence.
The Independent Directors have complied with the Code of Conduct asformulated by the Company and also with the Code for Independent Directors prescribed inSchedule IV to the Companies Act 2013 Further in terms of Rule 6(3) of the Companies(Appointment and Qualification of Directors) Rules 2014 the Independent Directors havealso confirmed compliance with the provisions of Rule 6(1) and 6(2) of the said Rules withrespect to inclusion of their names in the Independent Director's database maintainedby the Indian Institute of Corporate Affairs at Manesar.
In terms of Regulation 25(9) of the Listing Regulations the Board ofDirectors has ensured the veracity of the disclosures made under Regulation 25(8) of theListing Regulations by the Independent Directors of the Company.
During the year under review the non-executive directors of theCompany had no pecuniary relationship or transactions with the Company other than sittingfees commission and reimbursement of expenses incurred by them for the purpose ofattending meetings of the Board / Committee of the Company and save and except onetransaction as detailed in Note no. 41(b) of the Notes to the Financial Statements.
(c) FAMILIARISATION PROGRAMME
Your Company believes that a Board which is well informed willcontribute significantly to management of current and potential strategic issues. Pursuantto provisions of Regulation 25(7) of the Listing Regulations and Schedule IV of theCompanies Act 2013 the Company has a structured programme for orientation and trainingof Independent Directors so as to enable them to understand the Company - its operationsbusiness industry and environment in which it functions. The programme is designed toenable the Independent Directors to play a meaningful role in the overall governanceprocesses of the Company. The provision of an appropriate induction programme for newDirectors and ongoing training for existing Directors is a major contributor to themaintenance of high Corporate Governance standards of the Company.
A detailed overview of the Company's familiarisation program canbe accessed through web-link: https://www.centuryply.com/codes-policies/Familiarization-Programme-for-Independent-Directors.pdf.
Your Company conducted a familiarisation programme for all itsIndependent Directors wherein presentation was made by a competent professional giving anin-depth analysis of the latest amendments in the provisions relating to Corporate SocialResponsibility and other amendments in Companies Act and various SEBI Regulations. Thedetails of such Familiarisation programme for the Independent Directors conducted duringthe year under review has been uploaded on the website of the Company and is available atthe web-link:https://www.centuryply.com/investor-information/Familiarization-Programme-Details_2020-21.pdf.Presentations during Board Meetings were also made by the Company Secretary giving anin-depth analysis of the regulatory amendments and requirements of the Companies Act andvarious SEBI Regulations. The senior management and functional heads of your Companyperiodically makes presentation to apprise the Independent Directors of the domestic/overseas industry scenario business model of the Company and its strategic priorities.
Further at the time of the appointment of an Independent Director theCompany issues a formal letter of appointment outlining his / her role function dutiesand responsibilities. Newly appointed Independent Directors are provided an introductorykit containing Memorandum and Articles of Association of the Company organisationalstructure set of major statutory and internal policies of the Company Board andCommittee structure and details about the Company's subsidiaries. IndependentDirectors are provided with necessary documents/brochures reports and policies to enablethem to familiarize with the Company's procedures and practices. Inter-activesessions with Board and Committee members Business and Functional Heads are alsoorganised for the Independent Directors.
Your Company hosts site visits to the Company's factory locationsfor the Independent Directors to enable them to understand the operations of the Company.Apart from in-house programme the Independent Directors are also encouraged toparticipate in various training sessions to update and refresh their skills and knowledge.Apart from this each Director of the Company has complete access to information relatingto the Company. Independent Directors have the freedom at all times to interact with theCompany's management.
(d) STATEMENT REGARDING INDEPENDENT DIRECTOR
The Board opined that your Company has been fortunate over the years tohave experienced persons from diverse fields as Independent Directors on its Board. In theopinion of the Board the Independent Directors are highly skilled and their expertiseprovides a unique contribution to the Board's overall effectiveness. Further theIndependent Directors maintained high standard of ethics and demonstrated highest level ofintegrity including maintaining utmost confidentiality and identifying disclosing andmanaging conflicts of interest.
II. NON- INDEPENDENT DIRECTORS:
(a) CHANGES IN NON-INDEPENDENT DIRECTORS:
The Board of Directors at its meeting held on 9th February 2021appointed Sri Rajesh Kumar Agarwal (DIN- 00223718) as an Additional Director in theExecutive category with effect from 9th February 2021 for a period of three years subjectto approval of the shareholders of the Company at the ensuing Annual General Meeting.
The Company had received a notice in writing from a member underSection 160 of the Companies Act 2013 proposing the candidature of Sri Rajesh KumarAgarwal for the office of Non-independent Director of the Company. The Company hasreceived from Sri Rajesh Kumar Agarwal (i) consent to act as Director if appointed inwriting in Form DIR-2 pursuant to Rule 8 of Companies (Appointment and Qualification ofDirectors) Rules 2014 and (ii) disclosure in Form DIR-8 pursuant to Rule 14(1) of theCompanies (Appointment and Qualification of Directors) Rules 2014 to the effect that heis not disqualified under sub section (2) of Section 164 of the Companies Act 2013.
Sri Rajesh Kumar Agarwal is the son of Late Hari Prasad Agarwalerstwhile Vice chairman and Executive Director. He has already been working with theCompany as President- Admin/IT/ Purchase/Logistics. The Board of Directors of your Companyrecommends his appointment.
The Board regretfully report the sad demise of Sri Hari Prasad AgarwalVice chairman and Executive Director of the Company on 18th December 2020. TheBoard further expresses its heartfelt condolences for his untimely death and wishes to puton record their sincere and deep appreciation for his invaluable guidance and contributionfrom time to time in building up the Company's growth.
(b) RETIREMENT BY ROTATION:
Pursuant to the provisions of Section 152(6)(c) of the Companies Act2013 Sri Vishnu Khemani and Sri Keshav Bhajanka being longest in office retire byrotation and being eligible offer their candidature for re-appointment as Directors. Inview of their considerable experience and contribution to the Company the Boardrecommends their re-appointment. Their detailed profiles and particulars of experienceskill and attributes that qualify them for Board Membership together with other details asrequired under the Companies Act 2013 Secretarial Standards and Listing Regulations aregiven in the explanatory statement attached to the Notice of ensuing Annual GeneralMeeting of the Company.
III. KEY MANAGERIAL PERSONNEL
Pursuant to the recommendation of the Nomination and RemunerationCommittee the Board of Directors at its meeting held on 10th November 2020 reappointedSri Keshav Bhajanka as an Executive Director of the Company for a further period of fiveyears with effect from 28th January 2021; Sri Sajjan Bhajanka was reappointed as Chairmanand Managing Director of the Company for a further period of five years with effect from1st April 2021; Sri Sanjay Agarwal and Sri Ajay Baldawa were reappointed as CEO &Managing Director and Executive Director (Technical) respectively for a further period offive years with effect from 1st July 2021. The Board further at its meeting held on 9thFebruary 2021 on recommendations made by the Nomination and Remuneration Committeeappointed Sri Rajesh Kumar Agarwal as an Executive Director of the Company for a period ofthree years with effect from 9th February 2021. All the aforesaid appointment/re-appointment are subject to approval of the shareholders at the ensuing Annual GeneralMeeting.
Since Sri Sajjan Bhajanka would be attaining the age of 70 years on 3rdJune 2022 his re-appointment for a term of five years is subject to approval of theshareholders by way of a special resolution. His reappointment is further subject tocompliance of Regulation 17(1B) of the Listing Regulations which is scheduled to becomeeffective on 1st April 2022 where upon Sri Bhajanka shall at his discretion opt tocontinue either as the Chairman or as Managing Director of the Company. The Board ofDirectors of your Company accordingly recommends his reappointment.
Sri Hari Prasad Agarwal Vice chairman and Executive Director ofthe Company left for heavenly abode on 18th December 2020.
Apart from the above there has not been any change in Key ManagerialPersonnel during the Financial Year ended 31st March 2021.
IV. INTER-SE RELATIONSHIPS BETWEEN THE DIRECTORS
None of the Directors of the Company are related inter-se except forSri Keshav Bhajanka who is the son of Sri Sajjan Bhajanka Chairman and Managing Directorand Smt. Nikita Bansal who is the daughter of Sri Sanjay Agarwal CEO & ManagingDirector.
MEETINGS OF BOARD OF DIRECTORS
During the year under review the Board met four times i.e. on 26thJune 2020 12th August 2020 10th November 2020 and 9th February 2021. The details ofthe Meetings held during the year are given in the Corporate Governance Report formingpart of the Annual Report.
MEETINGS OF INDEPENDENT DIRECTORS
During the year under review the Independent Directors met once on14th January 2021 without the presence of Non-Independent Directors and members of theManagement inter alia to:
Review the performance of Non-Independent Directors the Boardas a whole and that of its Committees;
Review the performance of the Chairman of the Company takinginto account the views of Executive Directors and Non-Executive Directors; and
Assess the quality content and timeliness of flow ofinformation between the Company's management and the Board which is necessary for theBoard to effectively and reasonably perform its duties.
PARTICULARS OF MANAGERIAL REMUNERATION
Disclosure pertaining to remuneration and other details as requiredunder Section 197(12) of the Companies Act 2013 read with Rule 5(1) of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 is annexed to thisReport as Annexure 4'. Your Directors state that none of the ExecutiveDirectors of the Company received any remuneration or commission from any of itsSubsidiaries.
PARTICULARS OF EMPLOYEES
Statement containing particulars of Top 10 employees in terms ofremuneration drawn and the particulars of employees as required under Section 197 (12) ofthe Companies Act 2013 read with Rule 5(2) and (3) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 is provided in Annexure 4'forming part of this report.
There was no employee receiving remuneration during the year in excessof that drawn by the Managing Director or Whole-time Director and holding by himself oralong with his spouse and dependent children not less than two percent of the equityshares of the Company.
CORPORATE GOVERNANCE MEASURES
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to Section 134(3)(c) and 134(5) of the Companies Act 2013the Board of Directors to the best of their knowledge and belief states that it had:-(i)followed the applicable accounting standards in the preparation of the Annual Accounts forthe year ended 31st March 2021 along with proper explanations relating to materialdepartures if any; (ii) selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company as at the end of the Financial Year 31stMarch 2021 and of the profit of the Company for that period; (iii) taken proper andsufficient care for the maintenance of adequate accounting records in accordance with theprovisions of the Companies Act 2013 for safeguarding the assets of the Company and forpreventing and detecting fraud and other irregularities; (iv) prepared the Annual Accountsof your Company for the Financial Year ended 31st March 2021 on a goingconcern' basis; (v) laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and were operatingeffectively; and (vi) devised proper systems to ensure compliance with the provisions ofall applicable laws and that such systems were adequate and were operating effectively.
MANAGEMENT DISCUSSION AND ANALYSIS
The Management Discussion and Analysis report capturing yourCompany's performance industry trends and other material changes with respect toyour Company and its subsidiaries is presented in a separate section forming part of theAnnual Report. The Report provides a consolidated perspective of economic social andenvironmental aspects material to our strategy and our ability to create and sustain valueto our key stakeholders and includes aspects of reporting as required by Regulation34(2)(e) read with Schedule V of the Listing Regulations.
Your Company's philosophy on Corporate Governance mirrors itsbelief that principles of transparency fairness and accountability towards thestakeholders are the pillars of a good governance system. The Company's businessstructures values cultures policies and procedures are designed to ensure that theCompany is managed in a manner that meets stakeholder's aspirations and societalexpectations. The Company believes in achieving business excellence and optimizinglong-term value for its shareholders on a sustained basis through ethical businessconduct. Your Company is committed to adopt best Corporate Governance practices to boostlong-term shareholder value without compromising the rights of the minority shareholders.Your Company complies with the applicable provisions of the Companies Act 2013 andapplicable Secretarial Standards issued by the Institute of Company Secretaries of India.Apart from complying with the mandatory requirements your Company also complies withcertain discretionary requirements of Corporate Governance as specified in Part E ofSchedule II of the Listing Regulations.
In compliance with the provisions of Regulation 34 of the ListingRegulations read with Schedule V of Listing Regulations a Report on Corporate Governancefor the Financial Year ended 31st March 2021 along with a Certificate issued by M/s. MKBand Associates Company Secretaries in Practice confirming compliance with therequirements of Corporate Governance forms a part of the Annual Report.
CEO & CFO CERTIFICATION
In terms of Regulation 17(8) read with Schedule II Part B of theListing Regulations a certificate from the Chief Executive Officer and Chief FinancialOfficer of the Company addressed to the Board of Directors inter alia confirming thecorrectness of the financial statements and cash flow statements for the Financial Yearended 31st March 2021 adequacy of the internal control measures and reporting of mattersto the Audit Committee is provided elsewhere in this Annual Report.
Your Company has a comprehensive risk management framework in place anda robust organizational structure for managing and reporting risks. The Company regularlyidentifies these uncertainties and after assessing them devises short-term and long-termactions to mitigate any risk which could materially impact the Company's long-termgoals. Major risks identified by the businesses and functions are systematically addressedthrough mitigating actions on a continuing basis Your Company is conscious that how betterrisk management techniques may provide early signals of probable threats to the Company sothat they may be addressed in time. Risk management process has been established acrossyour Company and is designed to identify assess and frame a response to threats that mayaffect achievement of its objectives.
The Board of Directors of the Company has formed a Risk ManagementCommittee to frame implement and monitor the risk management plan for the Company. TheCommittee is responsible for monitoring and reviewing the risk management plan andensuring its effectiveness. The Audit Committee has additional oversight in the area offinancial risks and controls. The Company endeavours to continually sharpen its RiskManagement systems and processes in line with a rapidly changing business environment. TheCompany through its risk management process aims to contain the risks within its riskappetite. There are no risks which in the opinion of the Board threaten the existence ofthe Company.
INTERNAL CONTROLS/ INTERNAL FINANCIAL CONTROLS AND THEIR ADEQUACY
The Company's internal controls are commensurate with the natureof its business the size and complexity of its operations. These have been designed toprovide reasonable assurance with regard to recording and providing reliable financial andoperational information complying with applicable statutes safeguarding assets fromunauthorized use executing transactions with proper authorization and ensuring compliancewith corporate policies. Such controls have been tested during the year and no reportablematerial weakness or significant de_ciencies in the design or operation of internalfinancial controls was observed.
The Company has a well-defined delegation of power with authoritylimits for approving contracts as well as expenditure. Processes for formulating andreviewing annual and long-term business plans have been laid down. The Company uses astate-of-the-art enterprise resource planning (ERP) system that connects all parts of theorganization to record data for accounting consolidation and management informationpurposes. It has continued its efforts to align all its processes and controls with globalbest practices.
Standard operating procedures have been laid down to guide theoperations of the business. Unit heads are responsible to ensure compliance with thepolicies and procedures laid down by the management. Robust and continuous internalmonitoring mechanisms and review processes ensure that such systems are reinforced on anongoing basis and updated with new / revised standard operating procedures in order toalign the same with the changing business environment.
The Audit Committee regularly reviews the budgetary control system ofthe Company as well as system for cost control financial controls accounting controlsphysical verification controls etc. to assess the adequacy and effectiveness of theinternal control systems. Regular review of the established internal controls system ofthe Company were undertaken and de_ciencies in the design or operation of such control ifany was discussed with the Auditors and the Audit Committee and suitable actions torectify those de_ciencies were recommended for implementation. Based on its evaluation (asdefined in section 177 of Companies Act 2013 and Clause 18 read with Part C of Schedule IIof the Listing Regulations) the Audit Committee has concluded that as of 31st March2021 the Company's internal financial controls were adequate and operatingeffectively.
In accordance with the Board Evaluation Policy' of theCompany as laid down by the Nomination and Remuneration Committee and adopted by theBoard the Independent Directors at their separate Meeting held on 14th January 2021collectively reviewed the performance of the non-independent Directors the Board as awhole and that of its Committees. The performance of the Chairman of the Company was alsoreviewed after taking into account the views of executive directors and non-executivedirectors. The Independent Directors also assessed the quality quantity and timeliness offlow of information between the Company's management and the Board. The Nominationand Remuneration Committee at its meeting held on 21st January 2021 carried outevaluation of performance of all Independent Directors.
The Board at its meeting held on 9th February 2021 discussed and tookon record the performance evaluation carried out by the Independent Directors and by theNomination and Remuneration Committee. Thereafter the Board carried out an evaluation ofits own performance and that of its Committees.
The individual performance of all Directors (including the IndependentDirectors) was also carried out by the entire Board without the presence and participationof the Director being evaluated.
Parameters and process applied for carrying out the evaluation has beendiscussed in detail in the Corporate Governance Report. Based on the evaluations theperformance of the Board its Committees and Individual Directors including that ofChairman and Independent Directors was found to be satisfactory. The Board and itsCommittees had been highly effective in achieving their respective charters of monitoringthe overall performance of the Company overseeing the performance of the management andthus upholding high standards of corporate governance. The board meetings were well runand the members of the Board acted with sufficient diligence and care. The Chairman hadbeen instrumental in fostering and promoting the integrity of the Board while nurturing aculture where the Board works harmoniously for the long-term benefit of the Company andall its stakeholders. He continuously guides the Board for effective governance structurein the Company displaying professionalism efficient leadership and decisiveness in hisjudgements.
Information is provided to the Board and Committee Members on acontinuous basis for their review inputs and approval from time to time. The IndependentDirectors reviewed the quality content and timeliness of the flow of information betweenthe Management and the Board and its Committees and unanimously opined that the same isproper adequate and timely.
The evaluation process endorsed the Board Members' confidence inthe ethical standards of the Company cohesiveness amongst the Board Members constructiverelationship between the Board and the Management and the openness of the Management insharing strategic information to enable Board Members to discharge their responsibilities
COMMITTEES OF BOARD OF DIRECTORS
As on the date of this Report the Board has seven Committees out ofwhich five have been mandatorily constituted in compliance with the requirements ofCompanies Act 2013 and Listing Regulations and two non-mandatory Committees have beenconstituted to enhance the objectivity and independence of the board's judgment andto increase the efficacy of governance. The Board has adopted charters setting forth theroles and responsibilities of each of the Committees. The Board has constituted followingCommittees to deal with matters and to monitor activities falling within their respectiveterms of reference:-
Nomination and Remuneration Committee StakeholdersRelationship Committee
Risk Management Committee
Corporate Social Responsibility Committee
Share Transfer Committee Finance Committee
Details of composition of the above Committees their terms ofreference number of meetings held during the year attendance therein and other relatedaspects are provided in the Corporate Governance Report forming part of the Annual Report.There has been no instance where the Board has not accepted the recommendations of itsCommittees.
POLICIES AND CODES
Your Company's policy on appointment and remuneration ofDirectors Key Managerial Personnel and Senior Management Personnel including criteria fordetermining qualifications positive attributes and independence of a Director and othermatters as required under Section 178(3) of the Companies Act 2013 is available onit's website at https://www.centuryply. com/codes-policies/Remuneration-policy.pdf.The same is also appended as Annexure 5' to this Report. During the year underreview there was no change in the Company's Remuneration Policy.
Your Company's Remuneration Policy is directed towards providing awell-balanced and performance-related compensation package taking into accountshareholder interests industry standards and relevant Indian corporate regulations.Further it aims to attract retain and motivate highly qualified members for the Boardand other executive level and ensure their long term sustainability. The Policy isdesigned to ensure that: a) the Company is able to attract retain and motivate highlyqualified members for the Board and other executive level and ensure their long termsustainability. b) the Company is able to provide a well-balanced and competitivecompensation package to its Executives taking into account their roles and positionshareholder interests industry standards and relevant regulations. c) remuneration of theDirectors and other Executives are aligned with the business strategy and risk toleranceobjectives vision values and long-term interests of the Company.
Selection and procedure for nomination and appointment of Directors
The Nomination and Remuneration Committee (NRC') isresponsible for developing competency requirements for the Board based on the industry andstrategy of the Company. The Board composition analysis reflects in-depth understanding ofthe Company including its strategies environment operations financial condition andcompliance requirements.
The NRC conducts a gap analysis to refresh the Board on a periodicbasis including each time a Director's appointment or re- appointment is required.The NRC reviews and vets the profiles of potential candidates vis-a-vis the requiredcompetencies undertakes due diligence and meets potential candidates prior to makingrecommendations of their nomination to the Board.
Criteria for determining qualifications positive attributes andindependence of a Director
In terms of the provisions of Section 178(3) of the Companies Act 2013and Regulation 19 read with Schedule II of the Listing Regulations the NRC has formulatedthe criteria for determining qualifications positive attributes and independence ofDirectors the key features of which are as follows:
Qualifications The Board nomination process encouragesdiversity of thought experience knowledge age and gender. It also ensures that theBoard has an appropriate blend of functional and industry expertise.
Positive Attributes - Apart from the duties of Directors asprescribed in the Companies Act 2013 the Directors are expected to demonstrate highstandards of ethical behaviour communication skills and independent judgment. TheDirectors are also expected to abide by the respective Code of Conduct as applicable tothem.
Independence - A Director will be considered independent if he /she meets the criteria laid down in Section 149(6) of the Companies Act 2013 the Rulesframed thereunder and Regulation 16(1)(b) of the Listing Regulations.
BOARD DIVERSITY POLICY
Your Company recognizes and embraces the importance of a diverse Boardin its success and aims to attract and maintain a Board which has an appropriate mix ofdiversity skills experience and expertise. The Board composition as on the date of thisreport meets the above objective. Your Company believes that attracting recruiting andretaining a diverse team at the Board level will enhance Company's reputation andwill help the Company in furtherance of its objectives. Your Company has over the yearsbeen fortunate to have eminent persons from diverse fields as Directors on its Board. TheCompany believes that a truly diverse Board leverages differences in thought perspectiveknowledge skill regional and industry experience cultural and geographical backgroundage ethnicity and gender that will help the Company retain its competitive advantage.
The Company's Policy on Board Diversity formulated and adopted interms of Regulation 19 read with Part D of Schedule II of Listing Regulations sets out itsapproach to diversity. This policy aims to address the importance of a diverse Board inharnessing the unique and individual skills and experiences of the members in a way thatcollectively benefits the organisation and business as a whole. The said Policy makes theNomination and Remuneration Committee of the Company responsible for monitoring andassessing the composition and performance of the Board as well as identifyingappropriately qualified persons to occupy Board positions.
The Board Diversity Policy of the Company is available on our websiteat https://www.centuryply.com/codes-policies/Board-Diversity-Policy.pdf.
Moving beyond the Board the Company also believes and puts intopractice the fact that diversity and inclusion at workplace helps nurture innovation byleveraging the variety of opinions and perspectives coming from employees with diverseage gender and ethnicity.
WHISTLE BLOWER POLICY/ VIGIL MECHANISM
The Company believes in the conduct of the affairs of its constituentsin a fair and transparent manner by adopting the highest standards of professionalismhonesty integrity and ethical behaviour. Pursuant to Section 177(9) of the Companies Act2013 and Regulation 22 of the Listing Regulations a Whistle Blower Policy was adopted andvigil mechanism was established for directors and employees to report to the managementinstances of unethical behaviour actual or suspected fraud or violation of theCompany's code of conduct that could adversely impact the Company's operationsbusiness performance and / or reputation with clear and adequate safeguards againstvictimization of whistle blowers. This Policy was amended on 12th August 2020 and 10thJune 2021.
Your Company encourages honesty from and among its Employees andpromotes zero tolerance towards corruption illegal and unethical behaviour. YourCompany's Whistle Blower Policy/ Vigil mechanism provides a channel to the Employeesand Directors of the Company to report genuine concerns about unethical behaviour actualor suspected incidents of fraud or instances of leakage/ suspected leakage of unpublishedprice sensitive information or violation of the Company's Code of Conduct and/ or theInsider Trading Code adopted by the Company. The Policy also provides completeconfidentiality of the matter so that no unfair treatment is meted out to the WhistleBlower for reporting any concern. The Policy provides that the Vigilance and EthicsOfficer of the Company investigates such incidents when reported in an impartial mannerand takes appropriate action to ensure that requisite standards of professional andethical conduct are always upheld.
The Audit Committee oversees the implementation of the Whistle BlowerPolicy which provides for direct access to the Chairman/ CEO/ Chairman of the AuditCommittee in exceptional cases. The said policy is available on the Company's websiteat: https://www. centuryply.com/codes-policies/Vigil-Mechanism-Policy-CPIL.pdf. During theFinancial Year ended 31st March 2021 no case was reported under this policy. Further noemployee or Director was denied access to the Audit Committee or its Chairman.
RISK MANAGEMENT POLICY
The Board of Directors of the Company has formed a Risk ManagementCommittee to frame implement and monitor the risk management plan for the Company. TheCommittee is responsible for monitoring and reviewing the risk management plan andensuring its effectiveness. Your Company's policy on Risk Management is designed tominimise the adverse consequence of risks on business objectives of the Company. The Boardis kept informed about the risk assessment and minimization procedures. The riskmanagement framework is reviewed periodically by the Board and the Audit Committee. TheAudit Committee has additional oversight in the area of financial risks and controls. Themajor risks identified by the businesses and functions are systematically addressedthrough mitigating actions on a continuing basis.
The development and implementation of Risk Management Policy has beencovered in the Management Discussion and Analysis which forms part of this report.
POLICY ON PREVENTION OF SEXUAL HARASSMENT
Your Company firmly believes in providing a safe supportive andfriendly workplace environment a workplace where our values come to life throughunderlying behaviour. Positive workplace environment and a great employee experience areintegral parts of our culture. Your Company believes in providing and ensuring a workplacefree from harassment and gender-based discrimination. The Company is an equal opportunityprovider and continuously strives to build a work culture which promotes the respect anddignity of all employees across the Organization. Your Company has adopted a policy onprevention prohibition and redressal of sexual harassment at workplace in line with theprovisions of the Sexual Harassment of Women at Workplace (Prevention Prohibition andRedressal) Act 2013 (India) and the Rules thereunder. The Policy intends to provide asense of security at the workplace which in turn improves women's participation atwork resulting in their economic empowerment and inclusive growth. The Policy serves as aguide for employees to report sexual harassment cases at workplace and our process ensurescomplete anonymity and confidentiality of information. The said Policy is available onyour Company's website www.centuryply. com. The Company continuously invests inenhancing the awareness on the Policy across its workforce.
Your Company has a robust mechanism in place to redress complaintsreported under it. There is an Internal Complaints Committee (ICC) comprising of internalmembers and an external member who has extensive experience in the field. Adequateworkshops and awareness programme against sexual harassment are conducted across theorganization. Aggrieved woman may report complaints to the ICC formed for this purpose orto any member thereof or to the location head who is also a member of the ICC.
During the year no complaint regarding sexual harassment was receivedby the said Committee.
DIVIDEND DISTRIBUTION POLICY
Your Company is deeply committed to driving superior value creation forall its stakeholders. It continuously focuses on sustainable returns through anappropriate capital strategy for both medium term and longer term value creation.
Pursuant to Regulation 43A of Listing Regulations the Board ofDirectors of the Company have formulated and adopted a progressive and dynamic DividendDistribution Policy ensuring the immediate as well as long term needs of the business.The same has been appended as Annexure 6' to this Report and is also availableon the Company's website at: https://www.centuryply.com/codes-policies/CPIL-Dividend-Distribution-Policy.pdf. This Policy seeks to lay down abroad framework for the distribution of dividend by the Company whilst appropriatelybalancing the need of the Company to retain resources for the Company's growth andsustainability. Through this policy the Company also endeavors to maintain fairness andconsistency while considering distributing dividend to the Shareholders. The Policy setsout the circumstances and different factors for consideration by the Board at the time oftaking a decision on distribution or retention of profits in the interest of providingtransparency to the Shareholders. The Policy inter alia specifies the external andinternal factors including financial parameters that need to be considered while declaringdividend and the circumstances under which the shareholders of the Company may or may notexpect dividend.
POLICY FOR DETERMINING MATERIALITY OF EVENTS/ INFORMATION
The Company's Policy for determination of materiality of events/information is available on the Company's website athttps://www.centuryply.com/codes-policies/CPIL's-Policy-for-Determination-of-Materiality.pdf.The Policy seeks to promote transparency and ensures that the stakeholders are informedregarding the major and material events of the Company. The objective of this policy is tohave uniform disclosure practices and ensure timely adequate and accurate disclosure ofinformation on an ongoing basis.
Policy on Material Subsidiaries' Policy on Corporate SocialResponsibility and Business Responsibility Policy has been discussed elsewhere in thisReport. Policy on Materiality of and dealing with Related Party Transactions Policy forPreservation of Documents Archival Policy and Anti-Bribery and Anti- Corruption Policyare some of the other policies formulated and adopted by the Board pursuant to therequirement of Listing Regulations. These policies may be accessed on the Company'swebsite at www.centuryply.com.
CODE OF CONDUCT
The Company has adopted a Code of Conduct for members of its Board andfor Senior Management Personnel in terms of Regulation 17(5) of the Listing Regulations.The Company through its Code of Conduct for Directors and Senior ManagementPersonnel' provides guiding principles of conduct to promote ethical conduct ofbusiness confirms to equitable treatment of all stakeholders and to avoid practices likebribery corruption and anti competitive practices. This Code reflects theCompany's underlying ethical values and commitment to lay standards of integritytransparency fairness accountability and pursuit for excellence. The Code intends toenhance integrity ethics & transparency in governance of the Company and therebyreinforce the trust and confidence reposed in the Management of the Company by all itsstakeholders. The Code has been displayed on the Company's website atwww.centuryply.com and details thereof have also been included in the Corporate GovernanceReport forming part of the Annual Report.
All members of the Board and Senior Management Personnel have afirmedcompliance with the Code of Conduct for Directors and Senior ManagementPersonnel' for the financial year 2020-21. A declaration to this effect signed by theCEO & Managing Director is annexed in the Corporate Governance Report. The SeniorManagement of the Company have made disclosures to the Board confirming that there are nomaterial financial and/ or commercial transactions between them and the Company that couldhave potential conflict of interest with the Company at large.
CODE OF CONDUCT TO REGULATE MONITOR AND REPORT TRADING BY DESIGNATEDPERSONS AND CODE OF PRACTICES AND PROCEDURES FOR FAIR DISCLOSURE OF UNPUBLISHED PRICESENSITIVE INFORMATION
As per the provisions of SEBI (Prohibition of Insider Trading)Regulations 2015 as amended your Company has adopted a Code of Conduct toregulate monitor and report trading by Designated Persons'. This Code was amended inline with SEBI notification dated 17th July 2020. The key changes therein includedamendment in the clause relating to non-applicability of trading window restrictioncontents of digital database and payment of amount collected by the Company under thisCode to SEBI for credit to the Investor Protection and Education Fund. This Code isapplicable to all the Promoters Directors and such other persons defined as designatedpersons and to their immediate relatives as well. The key object of the Code is to promotetransparency and fairness in dealings in the securities of the Company. The Code lays downguidelines which advise on procedures to be followed and disclosures to be made whiledealing in shares of the Company and cautions on the consequences of non-compliances. TheCode prohibits and deters the Promoters 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 is available on the website of the Company atwww.centuryply.com. The Company Secretary of the Company acts as the Compliance Officerfor the purpose of the aforesaid Code to inter-alia monitor adherence to the PITRegulations.
Your Company has adopted a Code of Practices and Procedures for FairDisclosure of Unpublished Price Sensitive Information. This Code lays down principles andpractices to be followed by the Company with respect to adequate and timely disclosure ofunpublished price sensitive information.
The Designated Persons of the Company have provided annual disclosureof their shareholding and other information in the format prescribed in the Code.
CORPORATE SOCIAL RESPONSIBILITY
As an integral part of our commitment to good corporate citizenshipyour Company believes in actively assisting in improvement of the quality of life ofpeople in communities giving preference to local areas around our business operations.Towards achieving long term stakeholder value creation the Company continues to respectthe interests of and be responsive towards our key stakeholders - the communitiesespecially those from socially and economically backward Groups the underprivileged andmarginalized and the society at large. Your Company is known for its tradition ofphilanthropy and community service and has been taking several initiatives under CorporateSocial Responsibility (CSR') well before it was prescribed through theCompanies Act 2013.
Pursuant to Section 135 of the Companies Act 2013 read with ScheduleVII thereof and Rules made thereunder the Company has undertaken CSR activities projectsand programs primarily in the field of Education and Skill Development Health andWellness Environmental Sustainability participating in relief operations during naturaldisasters while also pursuing CSR activities for the benefit of the local community inthe States in which it operates. During the year the total CSR expenditure incurred byyour Company was Rs 527.68 Lac which was higher than that statutorily required to bespent.
Composition of CSR Committee of your Company attendance at the saidMeeting terms of reference of the CSR Committee and other relevant details has beenprovided in the Corporate Governance Report forming part of the Annual Report. The CSRCommittee has confirmed that the implementation and monitoring of CSR Policy is inconformity with CSR objectives and policy of the Company and in compliance with Section135 of the Companies Act 2013.
Your Company's Policy on Corporate Social Responsibility wasamended on 26th June 2020 and 10th June 2021 and the same can be accessed on theCompany's website athttps://www.centuryply.com/codes-policies/Policy-on-Corporate-Social-Responsibility.pdf.In terms of the requirements of Companies (Corporate Social Responsibility Policy) Rules2014 the Annual Report on CSR and the initiatives undertaken by the Company on CSRactivities during the Financial Year 2020-21 is appended hereto as Annexure 7'to this Report.
At Centuryply we are committed to enhance value for our stakeholderstogether with economic and social well-being of the society and minimising the direct andindirect adverse impact of its operations on the environment. Your Company as aresponsible corporate citizen recognizes that ethical conduct in all its functions andprocesses is the cornerstone of a responsible business. Your Company through its varioussustainability initiatives focusses on creation of a future ready organisation which canpre-empt imminent challenges and address the needs of all stakeholders. The BusinessResponsibility Policy adopted by your Company focuses on developing and integrating adetailed sustainability vision into its long-term strategic plan in a way that createslasting value for its stakeholders whilst also building public trust. This is premised onstriking a proper balance between economic social and environmental performance indealings with various stakeholders thereby ensuring sustainable development for theCompany.
The Business Responsibility Report highlighting the Company'sapproach towards creating long-term value for all its stakeholders is appended asAnnexure 8' to this Annual Report. The Report is aligned with NationalVoluntary Guidelines on Social Environmental and Economic Responsibilities of Businessreleased by Ministry of Corporate Affairs and is in accordance with Regulation 34(2)(f )of the Listing Regulations. The Report describes the initiatives taken by the Company froman environmental social and governance perspective to enable Members to takewell-informed decisions and to have a better understanding of the Company's long termperspective. The Report also touches upon aspects such as Organisation's strategygovernance framework performance and prospects of value creation for its stakeholders.
In terms of Section 134(3)(a) read with Section 92(3) of the CompaniesAct 2013 the Annual Return of the Company has been placed on the Company's websiteand can be accessed athttps://www.centuryply.com/investor-information/cpil-annual-return/MGT-7.pdf.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY REGULATORS / COURTS /TRIBUNALS
During the year under review there were no significant and materialorders passed by the Regulators or Courts or Tribunals impacting the going concern statusand future operations of your Company.
COMPLIANCE WITH SECRETARIAL STANDARDS AND INDIAN ACCOUNTING STANDARDS
The Board of Directors afirms that during the Financial Year 2020-21the Company has complied with the applicable Secretarial Standards issued by the Instituteof Company Secretaries of India and approved by the Central Government under Section118(10) of the Companies Act 2013. In the preparation of the Financial Statements theCompany has also applied the Indian Accounting Standards (Ind AS) specified under Section133 of the Companies Act 2013 read with Companies (Indian Accounting Standards) Rules2015.
During the year under review ICRA Limited has reafirmed [ICRA] A1+(pronounced ICRA A one plus) rating for the Company in respect of short term creditfacilities. The rating of A1+ indicates very strong degree of safety regarding timelypayment of financial obligations and carries the lowest credit risk.
The long term credit rating of the Company was reafirmed as [ICRA] AA-(pronounced ICRA double A minus). The rating of AA indicates high degree of safetyregarding timely servicing of financial obligations and very low credit risk. The outlookon the long-term rating has been revised from Positive' to Stable'.A Stable' outlook indicates expected stability (or retention) of the creditratings in the medium term on account of stable credit risk profile of the entity in themedium term.
ICRA has also reafirmed [ICRA] A1+ (pronounced ICRA A one plus) ratingfor Commercial Paper (CP) programme of the Company.
GREEN INITIATIVES IN CORPORATE GOVERNANCE
In furtherance to the "Green Initiative in the CorporateGovernance" undertaken by the Ministry of Corporate Affairs Government of Indiaallowing paperless compliances by the Companies your Company is sending notices AnnualReport and other communications through email to Members whose email IDs are registeredwith the Company/ Depository Participant(s). Members requiring physical copies can send arequest to the Company.
Pursuant to the MCA General Circular No. 20/2020 dated May
5 2020 read with the Securities and Exchange Board of India CircularNo. SEBI/HO/CFD/CMD1/CIR/P/2020/79 dated May 12 2020 Companies were dispensed with theprinting and despatch of Annual Reports to Shareholders. Hence the Annual Report of theCompany for the financial year ended 31st March 2020 was sent only through email to theShareholders.
MCA vide its General Circular No. 02/2021 dated 13th January 2021 andSEBI vide its Circular No. SEBI/HO/CFD/CMD2/ CIR/P/2021/11 dated 15th January 2021 havefurther extended this dispensation till 31st March 2021. Accordingly the Annual Reportof the Company for the financial year ended 31st March 2021 would also be sent onlythrough email to the Shareholders. We would greatly appreciate and encourage all ourMembers who have not yet registered their e-mail addresses to register the same withtheir Depository Participant or the Registrar and Share Transfer Agent of the Company toreceive soft copies of the Annual Report Notices and other communications from theCompany.
Your Company's human resource practices have always been centeredaround employee welfare and wellness creating an environment of collaboration and connectwhich has aided us to achieve industrial harmony since beginning of our operations. TheIndustrial Relations scenario continued to be largely positive across all the locations.Notwithstanding the challenges posed by the ongoing pandemic the enthusiasm andunstinting efforts of the employees have enabled your Company to remain at the forefrontof the Industry and to achieve ever high targets. During the year under review theCompany's cloud-based HR portal Adrenalin' was made fully operational.This portal facilitates end-to-end HR functioning including payroll and appraisals and hasbeen integrated seamlessly with the Company's present ERP system. The Company'sintranet portal centurion' continues to serve as an interactive platformbringing employees together and closer to the management besides keeping them informed ofthe happenings in the Company. Besides this the launch of CenturionHelp-desk' a Whatsapp group has also enabled time bound resolution of employeegrievances.
Your Company has been proactive in providing its work-force with aright mix of challenges and opportunities learning platforms and leading positions safeworkplace and egalitarian work culture along with professional growth and personaldevelopment. Long-service award are being organised to recognize the loyalty andcommitment of employees. Performance recognition through initiatives like representationon the Company's monthly merit board Sarvada Sarvottam Ambassadors'and Star Centurion' are also being carried out on a regular basis. Allthese initiatives coupled with quick grievance resolution mechanisms have enabled theCompany to create a highly motivated pool of professionals and skilled workforce thatshare a passion and vision of the Company.
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGEEARNINGS AND OUTGO
The information on conservation of energy technology absorption andforeign exchange earnings and outgo as stipulated under Section 134 of the Companies Act2013 read with the Companies (Accounts) Rules 2014 is set out in the Annexure9' to this report.
INVESTOR EDUCATION AND PROTECTION FUND
Pursuant to the provisions of Sections 124 and 125 of the CompaniesAct 2013 read with Rules made thereunder any money transferred to the Unpaid DividendAccount of a Company which remains unpaid/ unclaimed for a period of seven years from thedate of such transfer shall be transferred by the Company along with interest accrued (ifany) thereon to Investors Education & Protection Fund' (IEPF) constitutedby the Central Government.
Members are requested to note that dividends for the Financial Year2013-14 onwards if remaining unclaimed for 7 years will be transferred by the Company toIEPF on respective due dates. Shareholders who have not claimed the dividend for thisperiod are requested to lodge their claim with the Company. The Company regularly sendsreminder letters through electronic and/or physical means to all those shareholders whosedividend are lying unclaimed for any year/(s) during the last seven years requesting themto claim the same.
Pursuant to Section 124(6) of the Companies Act 2013 read withInvestor Education and Protection Fund Authority (Accounting Audit Transfer and Refund)Rules 2016 (IEPF Rules') all shares on which dividend has not been paid orclaimed for seven or more consecutive years are required to be transferred to IEPF.Accordingly as on date your Company has transferred 85147 shares (on which dividendremained unpaid or claimed for seven or more consecutive years) held by 382 shareholdersto the demat account of IEPF authority.
In accordance with the provisions of IEPF Rules the Company has alsoplaced on its website www.centuryply.com information on dividends which remain unclaimedwith the Company as on the date of closure of financial year. The information is alsoavailable on the website of the Ministry of Corporate Affairs.
Annexures forming part of this Report of the Directors
The Annexures referred to in this Report containing informationrequired to be disclosed 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 ||Particulars of conservation of energy technology absorption and foreign exchange earnings and outgo |
APPRECIATIONS AND ACKNOWLEDGEMENTS
Your Directors wish to place on record their sincere appreciation ofthe significant role played by the employees at all levels towards realization of newperformance milestones through their dedication commitment perseverance and collectivecontribution.
Your Directors wish to place on record their appreciation for theco-operation and support given to the Company by its customers vendors dealers businessassociates consultants bankers financial institutions auditors solicitors and otherstakeholders during the year.
The Board would also like to thank the Government and concernedGovernment departments Securities and Exchange Board of India BSE Ltd. National StockExchange of India Ltd. and other Regulatory bodies for their continued support provided tothe Company.
The trust and confidence reposed by the customers in the Company andits products is especially cherished. Finally the Directors wish to place on record theirspecial appreciation to the valued Shareholders of the Company for their unstinted supporttowards fulfilment of its corporate vision.
| ||For and on behalf of the Board of Directors |
| ||Sajjan Bhajanka |
| ||(DIN: 00246043) |
|Kolkata 10th August 2021 ||Chairman & Managing Director |