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Greenlam Industries Ltd.

BSE: 538979 Sector: Others
NSE: GREENLAM ISIN Code: INE544R01013
BSE 00:00 | 21 Jan 1828.85 -44.40
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NSE 00:00 | 21 Jan 1835.55 -38.45
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OPEN 1850.05
PREVIOUS CLOSE 1873.25
VOLUME 335
52-Week high 2024.90
52-Week low 790.00
P/E 42.50
Mkt Cap.(Rs cr) 4,415
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 1850.05
CLOSE 1873.25
VOLUME 335
52-Week high 2024.90
52-Week low 790.00
P/E 42.50
Mkt Cap.(Rs cr) 4,415
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Greenlam Industries Ltd. (GREENLAM) - Director Report

Company director report

FOR THE FINANCIAL YEAR 2020-21

Your Directors have the pleasure in presenting the 8th Annual Report on thebusiness and operations of the Company along with the Audited Financial Statements of theCompany for the financial year ended March 31 2021.

Financial Highlights

( Rs in lakh)

Particulars Standalone Consolidated
FY 2020-21 FY 2019-20 FY 2020-21 FY 2019-20
Profit before Finance Cost Depreciation & 16733.01 18358.35 18085.13 18266.40
Amortisation Expenses and Tax Expenses*
Less: Exceptional Items 1240.17 - 1240.17 -
Less: a) Finance Costs 1603.37 2029.91 1692.37 2183.67
b) Depreciation & Amortisation Expenses 5178.57 4897.54 5556.26 5249.24
Profit before Tax after Exceptional Item 8710.90 11430.90 9596.34 10833.49
Less: Provision for taxation 2026.03 2168.17 2227.89 2166.18
Less: Non-controlling Interest - - (7.51) 0.54
Profit for the year 6684.87 9262.73 7375.96 8666.76
Add: Other Comprehensive Income (OCI) (Net of taxes) 93.7 (126.79) (95.71) 250.41
Total Comprehensive Income (Net of taxes) 6778.57 9135.94 7280.25 8917.18
Add: Balance brought forward from previous years 30021.25 23077.19 31339.92 24613.95
Amount available for appropriation 36799.82 32213.13 38620.17 33531.13
Appropriations: _ _ _
Less: Dividend paid on Equity Shares - 1689.55 - 1689.55
Add: Profit Attributable to Non-Controlling Interest - - - 0.54
Add: OCI Attributable to Non-Controlling Interest - - - 0.13
Less: Tax paid on distribution of dividend - 2.33 - 2.33
Less: Transferred to General Reserve 500.00 500.00 500.00 500.00
Balance carried to Balance Sheet 36299.82 30021.25 38120.17 31339.92
*Including other income

Operations and State of Affairs of the Company

During the financial year 2020-21 total income of your Company de-grew 9.62% to Rs112966.71 lakh as against Rs 124986.97 lakh in the previous year due to a salesslowdown in Q1 and Q2 owing to the COVID-19 disruption. There was also a de-growth of27.84% in the net profit to Rs 6684.87 lakh from Rs 9262.73 lakh in the previous year.This needs to be viewed against the backdrop of a challenging business environment for thebuilding material sector marked by weak real estate ofitake and a subdued consumersentiment coupled on account of the outbreak of the COVID-19 pandemic.

Laminates and allied products constituted around 87.93% of our sales; during thefinancial year 2020-21 sales de-grew 4.10% to Rs 99013.90 lakh. Veneer and alliedproducts contributed 12.07% to our sales. Veneer business de-grew 30.25% to Rs 7862.93lakh for the financial year 2020-21. In the engineered wooden flooring business yourCompany reported sales of Rs 3255.71 lakh for the financial year 2020-21 de-growing32.68%. The engineered wooden door set sales de-grew 26.55% to Rs 2472.66 lakh infinancial year 2020-21.

During the financial year 2020-21 your Company recorded a growth of 8.61% in exportsfrom Rs 47993.71 lakh to Rs 52126.33 lakh even as export incentives declined from Rs3797.76 lakh to Rs 2520.89 lakh.

As per the Consolidated Financial Statements total income and the profit after tax forthe financial year 2020-21 stood at Rs 120714.97 lakh and Rs 7375.96 lakh respectively.

Your Company intensi_ed efforts in product integration and market penetration as aresult of which your Company continued to expand its export presence for laminates andallied products.

The performance of the Company during the financial year 2020-21 validated theinitiatives undertaken by Greenlam's management towards bettering.

Consolidated Financial Statements

Pursuant to Section 129(3) of the Companies Act 2013 the Consolidated FinancialStatements of the Company prepared in accordance with the Section 133 of the CompaniesAct 2013 read with Rule 7 of the Companies (Accounts) Rules 2014 and Indian AccountingStandard 110 on Consolidated Financial Statements are provided in the Annual Report.

COVID-19 impact measures and opportunities

Impact

During the last month of financial year FY2019-20 a lockdown was imposed to containthe spread of the Corona Virus (COVID-19) pandemic. This caused an unprecedented businessdisruption and temporary suspension of operations at the manufacturing facilities inBehror and Nalagarh from March 22 2020 and st 24 2020 respectively. The corporateoffice branches and warehouses were closed in line with the Government's directives;employees were advised to work from home.

Due to the continuing lockdown April 2020 was a washout; following the easing oflockdown restrictions Company reported a gradual sales recovery and the Company recordedhighest laminates production and sales in Q4 despite various unprecedented challengesincluding sharp increase in raw material cost supply chain disruption etc.

Measures

After obtaining permission from the authorities production and operations at themanufacturing facility in Behror resumed from April 20 2020 and in Nalagarh from April25 2020 with hygiene safety measures and sanitization precautions. The corporate officebranches and warehouses resumed phased operations from May 04 2020.

The management made a detailed assessment of its liquidity for the last financial yearand the carrying value of its assets. In assessing recoverability the Company consideredinternal and external information and concluded that there was no material impact on itsreceivables and no immediate need for assets impairment due to COVID-19.

The Company responded with speed to the loss of business: it moderated costs focusedon international sales and re-negotiated vendor agreements. The Company did not avail ofany moratorium offered by the Reserve Bank of India; it serviced debt obligations as andwhen due without delay. The Company possessed unutilised working capital limits to supportliquidity requirements; it moderated costs and conserved cash across levels and thesemeasures are expected to yield benefits.

Employee safety remained the Company's priority. Employees in containment zones wereinstructed to work from home; international and domestic travel was restricted. Employeesafety was assured through the mandated use of protective gear (masks goggles faceshields); employees were advised to download the Aarogya Setu app launched by theGovernment of India and monitor the same. Safety protocols of temperature sensing socialdistancing sanitizing and washing hands were complied with.

The Company checked employees working across plants to ensure adherence with guidelinesby appropriate authorities. The Company ensured that all employees were covered for healthinsurance (Group Mediclaim Policy/Employee State Insurance) coupled with periodic officeand warehouse fumigation. All employees were provided face masks; the field sales team wasprovided face shields complemented by safety advisory.

Social distancing in the production area canteen plant entry and exit points werecarried out. Cleanliness and fumigation was conducted in the staff and workers' quarters.Sanitization of dispatches and career vehicles enhanced customer confidence.

The Company intensi_ed engagements with dealers and took initiatives to insurecontractors against COVID-19 infection; it undertook sanitization at dealer outletscoupled with an awareness on social distancing and hygiene norms. All product catalogueswere digitalised.

By the virtue of having stocked adequate material in different international locationsthe Company continued to sell in secondary markets through distribution networks even whenthe manufacturing facilities in India had been closed on account of the lockdown.

Opportunities

The bottom-up global presence of more than 25 years makes the Company different from anumber of Indian manufacturers who manufacture in India and seek to service internationalmarkets long-distance. Besides the Company enjoys relatively modest market shares incountries where it is present indicating a growth headroom. It believes that when themarket recovers there will be a greater preference to work with organised brands overunorganised ones widening the market for companies like Greenlam. Imports could decline(especially in the engineered wooden flooring and engineered door segments) creating alarger opportunity for world-class home-grown brands like Greenlam. In this sectorialchurn local and regional companies could yield ground to large international brands likeGreenlam.

Dividend

Your Directors recommended a final dividend of Rs 5/- per equity share (previous yearinterim dividend of Rs 4/- per equity share) on the Company's 24136374 equity shares ofRs 5/- each for the financial year 2020-21 in its meeting held on May 27 2021. The finaldividend on the equity shares if declared as above would entail a total outflow of Rs1206.82 lakh. The dividend payment is subject to approval of members at the ensuing AnnualGeneral Meeting. The dividend pay-out is in accordance with the Dividend DistributionPolicy of the Company. The Dividend Distribution Policy of the Company can be accessed athttps://www.greenlamindustries.com/pdf-file/ dividend-distribution-policy.pdf.

Outlook and Expansion

Despite the uncertainties and immediate challenges being faced due to the spread of theCOVID-19 pandemic and remedial lockdowns the Company's outlook remains favourable. Thisis on account of the fact that the Company has been strengthening its processescontinuously and is likely to emerge stronger from the pandemic. The Company's productintegration capabilities growing brand popularity and continuous support from employeesshareholders creditors consumers distributors dealers and lenders is expected tocontribute towards growth. The Company's vision is to emerge as a one-stop solution forall decorative surface products (in its field of operations). The Company's pan-Indiadistribution network ensures an easy availability of products in almost every part ofIndia. The Company enjoys a presence in over 100 countries either directly or through itsoverseas subsidiaries and step-down subsidiaries.

Increasing urbanisation growing nuclearisation aspiration to enhance the quality ofresidential workplace urban development programmes (Housing for All and Smart CitiesMission) tourism and hospitality growth are expected to catalyse the demand forlaminates.

The Company will continue to leverage its position as one of the largest manufacturersof laminates in the country to grow attractively.

In view of these realities your Directors are confident of better results.

Credit Rating

During the financial year 2020-21 CARE Ratings Ltd. has reafirmed the credit rating"CARE A+; Stable" in respect of long term bank facilities of Rs 319.37 crores(Enhanced from Rs 259.10 crores) and "CARE A1+" for short term bank facilitiesof Rs 230.00 crores.

Subsidiaries and its Performance

As on March 31 2021 your Company has ten overseas subsidiaries and step-downsubsidiaires viz. Greenlam Asia Pacific Pte. Ltd. Singapore Greenlam America Inc. USAGreenlam Europe (UK) Ltd. UK Greenlam Asia Pacific (Thailand) Co. Ltd. ThailandGreenlam Holding Co. Ltd. Thailand PT. Greenlam Asia Pacific Indonesia GreenlamDecolan SA Switzerland PT Greenlam Indo Pacific Indonesia Greenlam Rus LLC RussianFederation Greenlam Poland Sp. z o.o. Republic of Poland and one Indian subsidiaryGreenlam South Limited.

Greenlam Asia Pacific Pte. Ltd. Singapore subsidiary is engaged in the business oftrading of high-pressure decorative laminates and allied products.

Greenlam America Inc. USA subsidiary is engaged in the marketing and distribution ofhigh-pressure laminates and allied products in North America and South America. GreenlamSouth Limited wholly owned subsidiary (WOS) in India is setting up a greenfield projectin Naidupeta Nellore Andhra Pradesh for manufacturing of 1.5 million laminate sheets/boards per annum. It has been allotted land admeasuring 66.49 acers by Andhra PradeshIndustrial Infrastructure Corporation Limited for this project. Necessary steps are beingtaken to obtain required approvals and licenses and the commercial production is expectedby F.Y 2022-23.

Further UK step-down subsidiary Greenlam Europe (UK) Limited is engaged in thebusiness of marketing and distribution of high-pressure laminates and allied productsengineered wooden flooring and engineered wooden door sets in United Kingdom. Further twoThai step-down subsidiaries Greenlam Asia Pacific (Thailand) Co. Ltd. and GreenlamHolding Co. Ltd. are engaged in the business of marketing and distribution ofhigh-pressure laminates in Thailand while one Indonesian step-down subsidiary PT. GreenlamAsia Pacific is engaged in the manufacturing of promotional material i.e. cataloguessample folders chain sets wall hooks and A4 size samples and Greenlam Decolan SA whollyowned (step down) subsidiary of the Company is engaged in the business of wholesalerimporter and exporter of decorative surfaces solutions and products such as High PressureLaminates and allied products.

Further Greenlam Asia Pacific Pte. Ltd. on May 05 2020 incorporated a new subsidiaryin Indonesia under the name and style of "PT Greenlam Indo Pacific" inIndonesia to carry out inter alia the business of distributor and wholesaler oflaminates and allied products. In the above-said Indonesian company Greenlam Asia PacificPte. Ltd. holds 67% shares and balance share of 33% is held by a local shareholder as perregulations in Indonesia. Accordingly the said "PT Greenlam Indo Pacific" hasbecome a step-down subsidiary of Greenlam Industries Limited upon its incorporation.

Further Greenlam Asia Pacific Pte. Ltd. on November 02 2020 incorporated a newsubsidiary in Russian Federation under the name "Limited Liability Company GreenlamRus" (abbreviated name being "Greenlam Rus LLC") and on January 08 2021incorporated a new subsidiary in Republic of Poland under the name "Greenlam PolandSplka z ograniczona odpowiedzialnoscia" (abbreviated name being "GreenlamPoland Sp. z o.o.") to carry out inter alia the business of marketing anddistribution of decorative laminates and other paper and/ or wood based products. In theaforesaid Companies Greenlam Asia Pacific Pte. Ltd. holds 99% shares and balance 1%share is held by the Greenlam Industries Limited. Accordingly the Greenlam Rus LLC andGreenlam Poland Sp. z o.o. has become step-down subsidiaries of Greenlam IndustriesLimited upon their incorporation.

Apart from PT Greenlam Indo Pacific Greenlam Rus LLC and Greenlam Poland Sp.z o.o. no other company has become or ceased to be subsidiaries joint ventures orassociate of the Company during the year.

Pursuant to Section 129(3) of the Companies Act 2013 read with Rule 5 of the Companies(Accounts) Rules 2014 a statement containing salient features of standalone financialstatements of subsidiaries in Form AOC-1 is attached as "Annexure-I".

As required under Rule 8(1) of the Companies (Accounts) Rules 2014 the Director'sReport has been prepared based on Standalone Financial Statements. During the financialyear 2020-21 the net contribution of all the subsidiaries to the Company's consolidatedtotal income profits before tax (PBT) and profits after tax (PAT) is 5.98% 9.23% and9.28% respectively. The standalone turnover PBT and PAT of each subsidiary are given inForm AOC-1.

In accordance with the fourth proviso of Section 136(1) of the Companies Act 2013 theAnnual Report of the Company containing therein its Standalone and the ConsolidatedFinancial Statements would be placed on the website of the Company at www.greenlamindustries.com. Further as per provisions of the said Section audited/unauditedAnnual Accounts of each of the subsidiary companies would also be placed on the website ofthe Company at www. greenlamindustries.com. Shareholders interested in obtaining a softcopy of the Annual Accounts of the subsidiary companies may write to the Company Secretaryat the Company's corporate office or may drop a mail at investor.relations@greenlam.com.In terms of the Regulation 46(2)(h) of the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 the policy for determining material subsidiaries isplaced on the website of the Company at www.greenlamindustries.com.

Based on the financial statements for the financial year ended March 31 2021 GreenlamAsia Pacific Pte. Ltd. and Greenlam South Limited are the material subsidiaries of theCompany in terms of the provisions of Regulation 16 and 24 of the SEBI (ListingObligations and Disclosure Requirements) Regulations 2015. The Secretarial Audit Reportof Greenlam South Limited in Form MR-3 for the financial year ended March 31 2021 isannexed to the report as "Annexure-VII".

Transfer to General Reserve

The Board of Directors in their meeting held on May 27 2021 proposed to transfer Rs500.00 lakh to the General Reserve.

Directors

During the financial year 2020-21 Ms. Sonali Bhagwati Dalal (DIN:01105028)Independent Director of the Company completed her tenure and ceased to be an IndependentDirector of the Company with effect from the conclusion of 7th Annual GeneralMeeting of the Company held on August 28 2020.

The Nomination and Remuneration Committee and the Board of Directors at theirrespective meetings held on July 28 2020 recommended the appointment of Ms. MatangiGowrishankar (DIN: 01518137) as an Independent Director of the Company to the members ofthe Company and Ms. Matangi Gowrishankar was appointed as an Independent Women Directornot liable to retire by rotation for a term of five consecutive years with effect fromthe conclusion of 7th Annual General Meeting till the conclusion of 12thAnnual General Meeting by the Members of the Company in the 7th Annual GeneralMeeting held on August 28 2020.

For the financial year 2020-21 the Company has received declarations from all theIndependent Directors confirming that they meet the criteria of independence as prescribedunder sub-section (6) of Section 149 of the Companies Act 2013 read with rule 6 of theCompanies (Appointment and Qualification of Directors) Rules 2014 and Regulation 16 and25 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015.

All the Independent Directors of the Company have complied with the requirement ofinclusion of their names in the databank of Independent Directors maintained by IndianInstitute of Corporate Affairs. Further all the independent Directors are exempted fromthe online pro_ciency self-assessment test as per the provisions of Rule 6 of theCompanies (Appointment and Qualification of Directors) Rules 2014.

Further in the opinion of Board of Directors the Independent Directors of the Companyappointed during the financial year 2020-21 are persons of integrity and possess relevantexpertise and experience.

In accordance with the provisions of Section 152 of the Companies Act 2013 and theArticles of Association of the Company Mr. Saurabh Mittal [DIN: 00273917] ManagingDirector & CEO of the Company will retire by rotation at the ensuing Annual GeneralMeeting and being eligible offers himself for re-appointment.

None of the Directors of your Company are disqualified under the provisions of Section164(2)(a)&(b) of the Companies Act 2013 and a certificate dated May 27 2021 receivedfrom M/s. Chandrasekaran Associates Practising Company Secretaries certifying that noneof the Directors on the Board of the Company has been debarred or disqualified from beingappointed or continuing as directors of the Companies by SEBI/ Ministry of CorporateAffairs or any such statutory authority is annexed to the Corporate Governance

Report.

Changes in Share Capital

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

Key Managerial Personnel

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

Sl. No. Name Designation
1. Mr. Saurabh Mittal Managing Director & CEO
2. Ms. Parul Mittal Whole-time Director
3. Mr. Ashok Kumar Sharma Chief Financial Officer
4. Mr. Prakash Kumar Biswal Company Secretary & Vice President - Legal

During the financial year 2020-21 there was no change in the Key Managerial Personnelof the Company.

Meetings of the Board

Four (4) Board Meetings were held during the financial year ended March 31 2021. Thedetails of the Board Meetings with regard to their dates and attendance of each of theDirectors thereat have been provided in the Corporate Governance Report.

Further during the year no resolution was passed by the Board of Directors throughcirculation.

Performance Evaluation

Pursuant to the provisions of the Companies Act 2013 and Regulation 25(3)&(4) ofthe SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 theIndependent Directors in their meeting held on March 30 2021 have evaluated theperformance of Non-Independent Directors Chairperson of the Company after considering theviews of the Executive and Non-Executive Directors if any Board as a whole and assessedthe quality quantity and timeliness of flow of information between the Company'sManagement and the Board. The Nomination and Remuneration Committee has also carried outevaluation of performance of every Director of the Company. On the basis of evaluationmade by the Independent Directors and the Nomination and Remuneration Committee and by wayof individual and collective feedback from the Non-Independent Directors the Board hascarried out the Annual Performance Evaluation of the Directors individually as well asevaluation of the working of the Board as a whole and Committees of the Board. Thecriteria for evaluation is outlined below: a. For Independent Directors:

- Knowledge and Skills

- Professional conduct

- Duties role and functions

- Compliance with Code of Business Ethics and

Code of Conduct of the Company

- Rendering independent and unbiased opinion and judgements

- Attendance and active participation in meetings of Board and Committees of the Boardand Members of the Company

- Assistance in implementing corporate governance practices

- Updation of skills and knowledge

- Information regarding external environment

- Raising of concerns if any to the Board

- Study of agenda in depth prior to Meeting

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

b. For Executive & Non-Executive Directors:

- Performance as Team Leader/Member

- Evaluating Business Opportunity and analysis of Risk Reward Scenarios

- Professional Conduct and Integrity

- Sharing of Information with the Board

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

- Whether difference of opinion was voiced in the meeting

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

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

- Assistance in implementing corporate governance practices

- Independent view on key appointments and strategy formulation

- Review of integrity of financial information and risk management

- Updation of skills and knowledge

- Information regarding external environment

- Raising of concerns if any to the Board

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

- Ensures implementation of decisions of the Board

- Ensures compliance with applicable legal and regulatory requirements

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

- Creativity and innovations in creating new products

- Understanding of the business and products of the Company

c. For Committees of the Board:

- Adequate and appropriate written terms of reference

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

- Whether the committees work in an ‘inclusive' manner

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

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

- Attendance and active participation of each member in the meetings

- Review of the action taken reports and follows up thereon

d. For Board of Directors as a whole:

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

- Contribution to the testing and development and strategy

- Contribution towards ensuring robust and effective risk management

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

- Effectiveness of inside and outside Board relationship

- Responding to the problems or crises that have emerged

- Relationship between Board and its Committees and between committees themselves

- Communication with employees and others

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

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

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

Audit Committee

As on March 31 2021 the Audit Committee of the Company comprised of three IndependentDirectors with Mr. Vijay Kumar Chopra as Chairman and Mr. Sandip Das and Ms. MatangiGowrishankar as members and one promoter Director Mr. Saurabh Mittal Managing Director& CEO of the Company as a member. During the year under review Ms. MatangiGowrishankar become a member of the Audit Committee w.e.f. August 28 2020 and Ms. SonaliBhagwati Dalal ceased to be a member from that date. The Committee inter alia reviewsthe Financial Statements before they are placed before the Board the Internal ControlSystem and reports of Internal Auditors and compliance of various Regulations. The briefterms of reference of the Committee and the details of the Committee meetings are providedin the Corporate Governance Report.

Nomination and Remuneration Committee

As on March 31 2021 the Nomination and Remuneration Committee comprises of twoIndependent Directors with Mr. Sandip Das as Chairman and Mr. Vijay Kumar Chopra as memberand a Non-Executive Director Mr. Shiv Prakash Mittal as member. The Committee inter aliaidentifies persons who are qualified to become directors and who may be appointed insenior management. The brief terms of reference of the Committee and the details of theCommittee meetings are provided in the Corporate Governance Report.

Stakeholders' Relationship Committee

As on March 31 2021 the Stakeholders' Relationship Committee comprises of oneNon-Executive Director Mr. Shiv Prakash Mittal as Chairman one Independent Director Ms.Matangi Gowrishankar as member and one Executive Director Mr. Saurabh Mittal ManagingDirector & CEO of the Company as member. During the financial year the Committee wasreconstituted consequent to the cessation of Ms. Sonali Bhagwati Dalal on August 28 2020and Ms. Matangi Gowrishankar was inducted as member of the Committee. The Committee interalia reviews the grievance of the security holders of the Company and redressal thereof.The brief terms of reference of the Committee and the details of the Committee meetingsare provided in the Corporate Governance Report.

Risk Management Committee

As on March 31 2021 the Risk Management Committee (‘RMC') comprises of twoExecutive Directors Mr. Saurabh Mittal Managing Director & CEO of the Company asChairman and Ms. Parul Mittal Whole time Director of the Company as Member twoIndependent Directors Mr. Sandip Das and Ms. Matangi Gowrishankar as member Mr. AshokKumar Sharma Chief Financial Officer as member Mr. BL Sharma Head of Manufacturing asMember and Mr. Devendra Gupta Vice President – Purchase as Member. The RMC wasconstituted by the Board of Directors of the Company on November 02 2020. The RMC interalia identify and monitors the key risk elements associated with business of the Company.The brief terms of reference of the Committee and the details of the Committee meetingsare provided in the Corporate Governance Report.

Corporate Social Responsibility Committee

As on March 31 2021 the Corporate Social Responsibility Committee (CSR Committee)comprises of two Executive Directors Mr. Saurabh Mittal Managing Director & CEO ofthe Company as Chairman and Ms. Parul Mittal Whole time Director of the Company asMember one Non-Executive Director Mr. Shiv Prakash Mittal as Member and one IndependentDirector Mr. Sandip Das as Member. During the year under review Mr. Sandip Das become amember of the CSR Committee w.e.f. August 28 2020 and Ms. Sonali Bhagwati Dalal ceased tobe a member of CSR Committee from that date. The brief terms of reference of the CSRCommittee and the details of the CSR Committee meetings are provided in the CorporateGovernance Report.

Vigil Mechanism

Pursuant to the provisions of Section 177(9) & (10) of the Companies Act 2013 andthe SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 the Companyhas framed a ‘Whistle Blower Policy' to establish Vigil Mechanism for directors andemployees to report genuine concerns. The policy is revised from time to time to align itwith applicable regulations or organisations suitability. The latest policy is availableon the website of the Company and the web link of the same is provided in the CorporateGovernance Report. This policy provides a process to disclose information confidentiallyand without fear of reprisal or victimization where there is reason to believe that therehas been serious malpractice fraud impropriety abuse or wrong doing within the Company.The Company ensures that no personnel have been denied access to the Chairperson of theAudit Committee.

Risk Management

The Company has put in place a risk management policy in order to inter alia ensurethe proper risk identification evaluation assessment prioritization treatmentmitigation and monitoring. Further the risk management policy also provides a demarcationof the role of the Board of Directors Audit Committee and Risk Management Committee forthe purpose effective Risk Management.

The Company follows a practice of identification of various risks pertaining todifferent businesses and functions of the Company through Independent Agency from time totime.

Major risks elements associated with the businesses and functions of the Company havebeen identified and are being addressed systematically through mitigating actions on acontinuing basis.

The Audit Committee and Risk Management

Committee under the supervision of the Board periodically review and monitor the stepstaken by the Company to mitigate the identified risk elements.

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

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

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

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

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

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

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

Corporate Social Responsibility

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

The Average Net Profits of the Company for the last three financial years is Rs970843411.33 and accordingly the prescribed CSR expenditure during the financial year2020-21 was Rs 19416868.23 (i.e. 2% of the Average Net Profits of the Company for thelast three financial years). The Company had undertaken to spend an amount of Rs19655387 during the financial year 2020-21 against the mandatory requirement of Rs19416868.23.

However due to disruption of COVID-19 pandemic nationwide lockdown and travelingrestriction the Company could spend Rs 15079058.00 towards CSR during the financialyear 2020-21 and Rs 4576329.00 which is relating to its ongoing projects remainedunspent. Pursuant to the provisions of Section 135(5) and (6) of the Companies Act 2013the unspent CSR amount has been transferred to unspent Corporate Social Responsibilityaccount on April 30 2021. Pursuant to rule 9 of the CSR Rules the composition of the CSRCommittee and CSR Policy and Projects approved by the Board are available on the websiteof the Company at www.greenlamindustries.com. The Annual Report on CSR activities isannexed as "Annexure-II" to this Report.

Policy on Nomination and Remuneration

The summary of Remuneration Policy of the Company prepared in accordance with theprovisions of Section 178 of the Companies Act 2013 read with regulation 19 and also readwith Part D of Schedule II of the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 is provided in the Corporate Governance Report. The Remuneration Policyis approved by the Board of Directors and is uploaded on the website of the Company. Theweb link to the Remuneration Policy is as under: https://www.greenlamindustries.com/pdf-file/Remuneration-Policy.pdf

Particulars of contracts or arrangements with related parties

The related party transactions that were entered into during the financial year2020-21 were on arm's length basis and in ordinary course of business. The particulars ofmaterial related party transactions which were entered into on arm's length basis areprovided in Form AOC-2 as required under Section 134(3)(h) of the Companies Act 2013 readwith Rule 8(2) of the Companies (Accounts) Rules 2014 which is annexed herewith as"Annexure-III". There is no materially significant related party transactionsentered into by the Company which may have potential conflict with the interest of theCompany. The Board has approved a Policy for material related party transactions which hasbeen uploaded on the Company's website. The web-link to the Policy on Related PartyTransactions as required under the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 is as under: https://www.greenlamindustries.com/pdf-file/related-party-transaction-policy.pdf

Directors' Responsibility Statement

In terms of the provisions of Section 134(3)(c) read with Section 134(5) of theCompanies Act 2013 the Directors state that: a) In preparation of the annual accountsfor the financial year ended March 31 2021 the applicable Accounting Standards have beenfollowed along with proper explanation relating to material departures; b) The Directorshave selected such Accounting Policies as listed in the Financial Statements and appliedthem consistently and made judgments and estimates that are reasonable and prudent so asto give true and fair view of the state of affairs of the Company at the end of thefinancial year as on March 31 2021 and of the profits of the Company for that period; c)The Directors have taken proper and sufficient care for maintenance of adequate accountingrecords in accordance with the provisions of the Companies Act 2013 for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities; d)The Directors have prepared the annual accounts on a going concern basis; e) The Directorshave laid down internal financial controls to be followed by the Company and that suchinternal financial controls are adequate and are operating effectively; f ) The Directorshave devised proper systems to ensure compliance with the provisions of all applicablelaws and that such systems were adequate and operating effectively.

Maintenance of Cost Records

Pursuant to sub-section (1) of Section 148 of the Companies Act 2013 the maintenanceof Cost Records as specified by the Central Government is not required by the Company andaccordingly such accounts and records are not made and maintained by the Company.

Material Changes

The wholly owned subsidiary of the Company in Singapore Greenlam Asia Pacific Pte.Ltd. has incorporated three subsidiaries viz. PT Greenlam Indo Pacific in Indonesiawith 67% shareholding to carry out the business of distributor and wholesaler oflaminates and allied products Greenlam Rus LLC in Russian Federation and Greenlam PolandSp. z o.o in Republic of Poland to carry out inter alia the business of marketing anddistribution of decorative laminates and other paper and/ or wood based products GreenlamAsia Pacific Pte. Ltd. holds 99% shares in Greenlam Rus LLC and Greenlam Poland Sp. z o.oand balance 1% share is held by Greenlam Industries Limited.

The Company at its board meeting held on February 02 2021 passed a resolution forshifting of its Registered Office from the State of Assam to the State of National CapitalTerritory (‘NCT') of Delhi and consequent alteration in the MOA subject to approvalof shareholders.

Subsequently the aforesaid matter was approved by the shareholders by passing aspecial resolution vide postal ballot on March 12 2021. The Company has filed therequisites forms inter alia e-Form INC-23 for the approval of the RegionalDirector (North Eastern Region) and the same is pending for approval. There have been noother material changes and commitments affecting the financial position of the Companysince the close of financial year ended March 31 2021 and to the date of this report.Further it is hereby confirmed that there has been no change in the nature of business ofthe Company.

Insurance

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

Public deposits

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

Listing of shares

The Equity Shares of the Company are listed on the BSE Limited (BSE) with scrip codeNo. 538979 and on National Stock Exchange of India Limited (NSE) with scrip symbolGREENLAM. The Company confirms that the annual listing fees to both the stock exchangesfor the financial year 2021-22 has been duly paid.

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

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

Auditors and their Report

(a) Statutory Auditors:

The shareholders of the Company at the 6th Annual General Meeting (AGM) heldon August 10 2019 approved the appointment of M/s. S. S. Kothari Mehta & CompanyChartered Accountants (ICAI Firm Registration No. 000756N) as the Statutory Auditors ofthe Company pursuant to Section 139 of the Companies Act 2013 for a term of 5 years fromthe conclusion of 6th AGM till the conclusion of 11th AGM to be heldin financial year 2024-25.

The Statutory Auditors' Report on the Standalone and Consolidated Financial Statementsof the Company for the financial year ended March 31 2021 forms part of this Annualreport. The Statutory Audit Report is self-explanatory and there is no qualificationreservation adverse remark or disclaimer by the Statutory Auditor in their StatutoryAudit Report.

(b) Secretarial Auditors:

The Board of Directors of the Company at their meeting held on November 02 2020appointed M/s. Chandrasekaran Associates Company Secretaries (Firm Registration No.P1988DE002500) having office at 11-F Pocket-IV Mayur Vihar Phase-I Delhi-110091 asSecretarial Auditor of the Company for conducting the Secretarial Audit of the financialyear 2020-21.

The Secretarial Audit Report in Form MR-3 for the financial year ended March 31 2021is annexed herewith as "Annexure-IV".

The Secretarial Auditors of the Company have given an unqualified report for thefinancial year 2020-21 except the following observation:

"During the period under review the Company has complied with the provisions ofthe Act Rules Regulations Guidelines Standards etc. mentioned above except that theNational Stock Exchange of India Limited ("NSE") have levied a _ne of Rs507400 (including 18% GST) for the period from April 01 2020 to November 01 2020 andBSE Limited ("BSE") have levied a _ne of Rs 75520 (including 18% GST) for theperiod from October 01 2020 to November 01 2020 for non – compliance of Regulation21 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 forwhich the Company has filed applications for waiver for the same and the matter is stillpending."

Explanations/comment by the Board on the Secretarial Auditors' Remarks

The Explanations/comment by the Board on the observations of the Secretarial Auditorsis as under: The Risk Management Committee (RMC) was constituted by the Board of Directorsof the Company on November 02 2020. Subsequent to formation of RMC National StockExchange of India Limited (NSE) levied a _ne of Rs 507400/-

(including GST) for period April 01 2020 to November 01 2020 and BSE Limited (BSE)levied a _ne of Rs 75520/- (including GST) for period October 01 2020 to November 012020 on the Company for non-compliance with Regulation 21 of the SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 relating to Non-constitution ofRisk Management Committee.

The Company has paid the aforementioned _ne to BSE and NSE under protest and submittedreply cum waiver application with BSE and NSE which is pending for disposal.

(c) Cost Auditors:

Your Company was not required to appoint the Cost Auditor for the financial year endedMarch 31 2021.

(d) Internal Auditor:

Mr. Vijay Kumar Bishnoi was appointed as the Internal Auditor of the Company w.e.f.April 01 2020 to carry out internal audit of Branches offices and manufacturing unitsof the Company.

The Audit Committee quarterly reviews the Internal Audit reports.

Annual Return

The Annual Return of the Company as on March 31 2021 is available on the Company'swebsite and can be accessed at www.greenlamindustries.com.

Corporate Governance Report

A detailed Report on Corporate Governance for the financial year 2020-21 pursuant tothe SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 and anAuditors' Certificate on compliance with the conditions of Corporate Governance is annexedto this report.

Management Discussion and Analysis Report

The Management Discussion and Analysis Report for the financial year 2020-21 pursuantto the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 is givenas a separate statement in the Annual Report.

Business Responsibility Report

As stipulated under the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 the Business Responsibility Report describing the initiatives taken bythe Company from an environmental social and governance perspective is attached and formspart of the Annual Report.

CEO and CFO Certification

Pursuant to Regulation 17(8) of the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 the CEO and CFO certification as specified in Part B ofSchedule II thereof is annexed to the Corporate Governance Report. The Managing Director& CEO and the Chief Financial Officer of the Company also provide quarterlycertification on Financial Results while placing the Financial Results before the Board interms of Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015.

Code of Conduct for Directors and Senior Management Personnel

The Code of Conduct for Directors and Senior Management Personnel is posted on theCompany's website. The Managing Director & CEO of the Company has given a declarationthat all Directors and Senior Management Personnel concerned have afirmed compliance withthe code of conduct with reference to the financial year ended on March 31 2021. Thedeclaration is annexed to the Corporate Governance Report.

Disclosure regarding compliance of applicable Secretarial Standards

The Company has complied with all the mandatorily applicable secretarial standardsissued by The Institute of Company Secretaries of India and approved by the CentralGovernment under Section 118(10) of the Companies Act 2013.

Conservation of Energy Technology Absorption Foreign Exchange Earnings and Outgo

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

Particulars of employees

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

Fraud Reporting

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

Constitution of Internal Complaints Committee

Pursuant to the requirement under Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013 an Internal Complaints Committee has been dulyconstituted by the Company and the composition of the same is disclosed in the Anti-SexualHarassment Policy which is posted on the website of the Company under the linkhttps://www.greenlamindustries.com/pdf-file/ Anti-Sexual-Harassment-Policy.pdf

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

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

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

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

Acknowledgement

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

For and on behalf of the Board of Directors
Saurabh Mittal Parul Mittal
Managing Director & CEO Whole-time Director
[DIN: 00273917] [DIN: 00348783]
Place: New Delhi
Date: May 27 2021

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