Greenpanel Industries Ltd.
|BSE: 542857||Sector: Others|
|NSE: GREENPANEL||ISIN Code: INE08ZM01014|
|BSE 00:00 | 25 Jan||482.80||
|NSE 00:00 | 25 Jan||480.40||
|Mkt Cap.(Rs cr)||5,919|
|Mkt Cap.(Rs cr)||5919.13|
Greenpanel Industries Ltd. (GREENPANEL) - Director Report
Company director report
For financial year 2020-21
Your Directors have pleasure in presenting their 4th Annual Report onthe business and operations of the Company along with the Audited Accounts of the Companyfor the Financial Year ended March 31 2021.
The financial performance of your Company for the year ended March 312021 is summarised below:
Result of operations and the state of Company's affairs
During the year under review your Company has achieved revenue fromoperation of H101997.40 lacs as against H85979.39 lacs in the previous year resultingincrease in revenue by 19% compared to previous year. Profit after tax for the financialyear 2020-21 was H7616.92 lacs as against H1619.92 lacs in the previous year resultingincrease in profit by 370% compared to previous year.
Exports during the year 2020-21 was H11986.12 lacs as againstH13633.88 lacs during the previous year resulting decrease in export by 12% due toCOVID-19 and adverse market situation. Your Company is continuously trying to locate newexport markets for its products and see good potential for growth in the exports business.As per the consolidated financial statements the revenue from operations and profit aftertax for the financial year 2020-21 were H102075.54 lacs and H6880.84 lacs respectivelyas against H87656.62 lacs and H1446.06 lacs respectively in the previous yearresulting increase in consolidated revenue and profit by 16% and 376% respectivelycompared to previous year.
The Company has pioneering presence in India and has played amissionary role in creating a pan India market for MDF products. Being the leader inproducing and dealing in MDF products your Company is the preferred partner of choice fora large number of real estate projects offices and home builders. Your Company continuesto focus on having a comprehensive product range servicing clients at every point of theprice spectrum and to retain and reinforce its market share under organised sector with apan-India distribution network. Your Company is continuously expending its dealer networkat different parts of country and is present across different price points to cater to theneeds of all customers across the high-end mid-market and value-for-money segments. TheCompany's pan- India distribution network ensures easy availability of products inalmost every part of India.
IMPACT OF COVID-19
The Second wave of COVID-19 has hit the country like tsunami and hasbadly affected the human life medical facilities and economy of the Country. Thesituation became grave in April 2021 resulting lockdown by many states governments inIndia. The sudden spike of COVID cases pushed the Indian Economy into a technicalrecession due to deadly pandemic wave.
Employee safety remained the Company's priority. Employees of theCompany were allowed to work from home during the lockdown. The Company has taken variousmeasures to control COVID-19 at its plants and workplaces such as sensitization thermaland oxygen level checking of employees reporting for duty. The Company has providedadequate Group Mediclaim Insurance cover for treatment of employees and their dependentfamily members. Proper Social distancing is being maintained in all the offices andproduction units of the Company.
Outlook and expansion
The Company's outlook remains favourable on account of its productintegration capabilities increasing brand visibility market and dealership expansion andthe continuous support from its stakeholders. Wood panel market is one of the majorverticals of the interior infrastructure comprising materials used in building furniture.Such materials include plywood engineered wood panels and decorative surface products.Your Company is currently operating primarily in the structural sphere of interiorinfrastructure domain with almost all the products in its basket catering to thestructural needs of the customers. The demand for readymade furniture manufactured withengineered panels like medium density fibreboards (MDF) is growing. Demand forpersonalised furniture / MDF product is expected to rise due to increase of work from homefacilities being provided by IT and other companies. The real estate industry is one ofthe most significant growth drivers for the plywood sector and the demand ofCompany's products is expected to surge after resumption of work in stalled projects.Your company is also focused on the value-added products to improve the margin.
An increasing shift towards the organised sector is foreseen in theindustry. Growing customer awareness brand consciousness and a plethora of choices at thedisposal of consumers is encouraging product innovation and quality focus from theorganised players. However high price differentiation between the unorganised andorganised segment persists.
Indian furniture industry is one of the largest furniture markets inthe world. It is primarily driven by a rising national population substantialmiddle-class population rapid urbanisation growing replacement demand Real Estategrowth Commercial Growth favourable demographics increasing per capita incomeimproving lifestyle and growing nuclear families. This will encourage strong demandgrowth for plywood MDF and allied products. Reconstituted wood products such as plywoodboard and medium density fibreboards are likely to be used increasingly by consumers realestate developers furniture makers hospital railways defence and hospitalityindustries are among other users. Innovations and use of technology shall help the woodindustry to grow profitably and leverage opportunities in the future. The currentpandemic situation fueled work from home furniture market. Going forward there is anincreasing shift being witnessed towards the organised sector owing to brand and qualityawareness. With wider choice product innovation and warranty being offered by organisedplayers customers are putting more focus on this segment.
Your Directors are confident of achieving better results in the comingyears.
Subsidiary and Joint Venture
As on March 31 2021 your Company has one overseas wholly ownedsubsidiary viz. Greenpanel Singapore Pte. Ltd. Singapore engaged in the business oftrading and marketing of panel products wooden flooring & allied products.
Change(s) in the nature of business
There has been no change in the nature of business of the Companyduring the year under review.
Consolidated financial statements
For the period under review the Company has consolidated the financialstatements of its wholly owned subsidiary viz. Greenpanel Singapore Pte. Ltd. Singapore.In accordance with third proviso of Section 136(1) of the Companies Act 2013 the AnnualReport of the Company containing therein its standalone and the consolidated financialstatements has been placed on the website of the Company www.greenpanel. com. Further asper fourth proviso of the said section audited annual accounts of the subsidiary companyhas also been placed on the website of the Company www. greenpanel.com. Shareholdersinterested in obtaining a
copy of the audited annual accounts of the subsidiary company may writeto the Company Secretary at the Company's registered office. Pursuant to Section129(3) of the Companies Act 2013 read with Rule 5 of the Companies (Accounts) Rules 2014A statement containing salient features of the financial statements of subsidiary in formAOC -1 is annexed to this Report.
Our strong commitment towards financial discipline and continuousperformance growth has also translated into upgrade in our external credit rating by CARERatings Limited for long term bank facilities from "CARE BBB+" to "CAREA-" with stable outlook and for short term bank facilities from "CARE A2"to "CARE A2+" with stable outlook.
Additionally ICRA Limited assigned "ICRA A-" with stableoutlook for long term bank facilities and "ICRA A2+" with stable outlook forshort term bank facilities.
To conserve the resources of the Company the Board has not recommendedany dividend for the financial year 2020-21.
Transfer to Reserves
Your Directors do not propose to transfer any amount to GeneralReserve.
Change in Share Capital
During the year under review there was no change in Share Capital ofthe Company.
Directors and Key Managerial Personnel
In accordance with the provisions of the Companies Act 2013 and theArticles of Association of the Company Mr Shiv Prakash Mittal [DIN: 00237242] ExecutiveChairman shall retire by rotation at the ensuing Annual General Meeting and beingeligible offers himself for re- appointment.
None of the Directors of your Company is disqualified under theprovisions of Section 164(2)(a) & (b) of the Companies Act 2013 and a certificatedated May 7 2021 received from M/s. T. Chatterjee & Associates Company Secretariescertifying that none of the Directors on the Board of the Company have been debarred ordisqualified from the appointment or continuing as Directors of the Companies bySEBI/Ministry of Corporate Affairs or any such statutory authority is annexed to theCorporate Governance Report.
Declaration by Independent Directors
The Independent Directors of the Company i.e. Mr Salil Kumar Bhandari[DIN: 00017566] Ms Sushmita Singha [DIN: 02284266] Mr Mahesh Kumar Jiwrajka [DIN:07657748] and Mr Arun Kumar Saraf [DIN: 00087063] have given their declarations to theCompany for the financial year 2020-21 that they meet the criteria of independence asprovided in Section 149(6) of the Companies Act 2013 and Regulation 16 of the SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015.
Meetings of the Board of Directors
Five (5) Board Meetings were held during the financial year ended March31 2021. The details of the Board Meetings about their dates and attendance of each ofthe Directors thereat have been provided in the Corporate Governance Report.
Pursuant to the provisions of the Companies Act 2013 and otherapplicable provisions the Independent Directors in their meeting held on January 27 2021have evaluated the performance of Non-Independent Directors of the Company Board as awhole and assessed the quality quantity and timeliness of flow of information between theCompany's Management and the Board. The Board has carried out the Annual PerformanceEvaluation of the Directors individually as well as evaluation of the working of the Boardas a whole. The criteria for evaluation are outlined below:
a. For Non Executive Independent Directors:
Knowledge and Skills
Duties role and functions
Rendering independent and unbiased opinion and judgements
Attendance and active participation in meetings of Board
Assistance in implementing corporate governance practices
Updation of skills and knowledge
Information regarding external environment
Understanding and assessment of Risk Management
Raising of concerns if any to the Board
Study of agenda in depth prior to Meeting
Contribution towards the formulation and implementation ofstrategy for achieving the goals of the Company
b. For Executive Directors:
Performance as Member
Evaluating Business Opportunity and analysis of Risk RewardScenarios
Professional Conduct and Integrity
Sharing of Information with the Board
Attendance and active participation in the Board Meetings andMeetings of Members of the Company
Whether difference of opinion was voiced in the meeting
Assistance in implementing corporate governance practices
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
Ensures implementation of decisions of the Board
Ensures compliance with applicable legal and regulatoryrequirements
Alignment of Company's resources and budgets to theimplementation of the organization'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 rightlevel.
Whether the committees work in an inclusive' manner
Effectiveness of the Board's Committees with respect totheir role composition and their interaction with the Board
Are the committees used to the best advantage in terms ofmanagement development effective decision etc.
Attendance and active participation of each member in themeetings
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 hasperformed against them
Contribution to ensuring robust and effective risk management
Composition of the board appropriate with the right mix ofknowledge and skills sufficient to maximise performance in the light of future strategy
Effectiveness of inside and outside Board relationship
Responding to the problems or crisis that have emerged
Updation with latest developments in regulatory environments andthe market in which the Company operates
Role and functioning of the Board on the matters
Framing Policies and procedures for statutory complianceInternal Financial Control and safeguard the interest of the Company
The Directors have expressed their satisfaction with the evaluationprocess.
The details of the familiarization programme undertaken during the yearhave been provided in the Corporate Governance Report along with the web link thereof.
Auditors and their report
(i) Statutory Auditor:
The Shareholders of the Company at their 1st Annual General Meetingheld on August 28 2018 had approved appointment of M/s. S.S. Kothari Mehta & Co.Chartered Accountants (ICAI Firm Registration No. 000756N) as the Statutory Auditors ofthe Company to hold office for a term of 5 (five) consecutive years from the conclusion of1st Annual General Meeting until the conclusion of the 6th Annual General Meeting to beheld in the calendar year 2023.
The Statutory Auditors' Report on the Standalone and ConsolidatedFinancial Statements of the Company for the financial year ended March 31 2021 forms partof this Annual Report. The Notes on Financial Statements referred to in the Auditors'Report are self-explanatory and therefore do not call for further clarification. Thereis no qualification reservation adverse remark or disclaimer by the Statutory Auditorsin their Statutory Audit Report and hence no explanation or comments of the Board isrequired in this regard.
(ii) Cost Auditor:
During the year under review cost audit was not applicable to theCompany.
(iii) Secretarial Auditor:
The Board of Directors of the Company at their meeting held on August06 2020 had reappointed M/s. T. Chatterjee & Associates Practicing CompanySecretaries having office at 152 S.P. Mukherjee Road Kolkata-700026 for conducting theSecretarial Audit of the Company for the financial year 2020-21. The Secretarial AuditReport in form MR-3 for the financial year ended March 31 2021 is annexed herewith as"Annexure-III"
(iv) Internal Auditor:
The Board of Directors of the Company at their meeting held on November072019 had appointed M/S KRA & Associates Chartered Accountant having office atFF-114 Vipul Business Park Sohna Road Sector-48 Gurgaon-122009 as Internal Auditor ofthe Company to carry out internal audit of branches offices and manufacturing units ofthe Company. The Audit Committee periodically reviews the Internal Audit Report.
As on March 31 2021 the Audit Committee of the Company comprises offour Non-Executive Independent Directors viz. Mr Salil Kumar Bhandari as Chairman MrMahesh Kr. Jiwrajka Mr Arun Kumar Saraf and Ms Sushmita Singha and one Executive-Promoter Director Mr Shiv Prakash Mittal as members. The Committee inter-alia reviews theInternal Control System reports of Internal Auditors compliance of various regulationsand evaluates the internal financial controls and risk management system of the Company.The Committee also reviews at length the Financial Statements and Financial Results beforethey are placed before the Board. The terms of reference of the Committee and the detailsof the Committee meetings are provided in the Corporate Governance Report.
Nomination and Remuneration Committee
As on March 31 2021 the Nomination & Remuneration Committee ofthe Company comprises of three NonExecutive Independent Directors viz. Mr Salil KumarBhandari as Chairman Mr Mahesh Kumar Jiwrajka and Ms Sushmita Singha as members. Theterms of reference of the Committee and the details of the Committee meetings are providedin the Corporate Governance Report. The summary of Remuneration Policy of the Companyprepared in accordance with the provisions of Section 178 of the Companies Act 2013 readwith Part D of Schedule II of the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 are provided in the Corporate Governance Report. This Policy applies toall the "Executives" of the Company and extends to the remuneration ofNonExecutive Directors including principles of selection of the Independent Directors ofthe Company. The Board of Directors has adopted the remuneration policy at therecommendation of the Committee. This Policy shall be valid for all employment agreementsentered into after the approval of the Policy and for changes made to existing employmentagreements thereafter. The Remuneration Policy is uploaded on the website of the Company.The weblink is https://www.greenpanel. com/wp-content/uploads/2019/08/Remuneration-Policy.pdf.
Stakeholders Relationship Committee
As on March 31 2021 the Stakeholders Relationship Committee of theCompany comprises of one NonExecutive Independent Director viz. Mr Mahesh Kumar Jiwrajkaas Chairman and two Promoter Directors viz. Mr Shiv Prakash Mittal and Mr Shobhan Mittalas members. The terms of reference of the Committee and the details of the Committeemeetings are provided in the Corporate Governance Report.
Pursuant to the provisions of Section 177(9) & (10) of theCompanies Act 2013 and the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 a Vigil Mechanism Policy for Directors & employees to reportgenuine concerns has been implemented. The Policy safeguard the whistle blowers to reportthe concerns or grievance and provides direct access to the Chairman of the AuditCommittee. The Policy is available on the website of the Company and the weblink of thesame has been provided in the Corporate Governance Report.
Extract of the Annual Return
The extract of Annual Return as required under section 134(3)(a) of theCompanies Act 2013 read with Rule 12(1) of the Companies (Management and Administration)Rules 2014 in Form No. MGT-9 is annexed to this Report as "Annexure-V".
Material changes and commitments
There have been no material changes and commitments affecting thefinancial position of the Company since the close of financial year i.e. since March 312021 and to the date of this report.
Significant and material orders passed by the Regulators / Courts /Tribunals impacting the going concern status and the Company's operations in future
During the period under review no significant and material order hasbeen passed by any Regulators/ Courts/Tribunals impacting the going concern status and theCompany's operation in future.
Internal financial controls
Your Company has in all material respects an adequate internalfinancial controls system over financial reporting and such internal financial controlsover financial reporting are operating effectively based on the internal control overfinancial reporting criteria established by the Company considering the essentialcomponents of internal control. Your Company had laid down guidelines policiesprocedures and structure for appropriate internal financial controls across the company.These control processes enable and ensure orderly and efficient conduct of theCompany's business including safeguarding of assets prevention and detection offrauds and errors the accuracy and completeness of the accounting records and timelypreparation & disclosure of financial statements. Review and control mechanisms arebuilt in to ensure that such control systems are adequate and operating effectively.
A report on the internal financial controls under clause
(i) of sub-section 3 of Section 143 of the Companies Act 2013 issuedby M/s. S.S. Kothari Mehta & Co. Chartered Accountants (ICAI Firm Registration No.000756N) Statutory Auditors of the Company is attached with their IndependentAuditor's report and the same is self-explanatory.
Corporate Social Responsibility
The Corporate Social Responsibility Committee has formulated andrecommended to the Board a Corporate Social Responsibility Policy describing theactivities to be undertaken by the Company which has been approved by the Board and isavailable on the Company's website. The weblink is https://www.greenpanel.com/wp-content/uploads/2021/04/ Corporate-Social-Responsibility-Policy.pdf
The composition of the Corporate Social Responsibility Committee isprovided in the Annual Report on CSR Activities. The Average Net Profits of the Companyfor the last three financial years is H760.25 lacs and accordingly the prescribed CSRexpenditure during the year under review shall not be less than H15.21 lacs (i.e. 2% ofthe Average Net Profits of the Company for the last three financial years). During theyear under review the Company spent an amount of H18.63 lacs on its CSR activities asagainst H15.21 lacs required under Section 135 of the Companies Act 2013 which shows itscommitment towards social welfare over and above the legal requirements. The Annual Reporton CSR Activities is annexed as "Annexure-IV" to this Report.
Your Company's properties including building plant machineriesand stocks among others are adequately insured against risks.
Loans Guarantees or Investments under Section 186 of the CompaniesAct 2013
The Company has not granted any loans/advances given guarantees andmade investments during the year under review under the provisions of Section 186 of theCompanies Act 2013.
During the financial year 2020-21 the Company did not invite or acceptany deposits from the public under Section 76 of the Companies Act 2013.
Related Party Transactions
There are no materially significant related party transactions made bythe Company which may have potential conflict with the interest of the Company. Relatedparty transactions that were entered into during the year under review were on arm'slength basis and were in ordinary course of business. The particulars of material relatedparty transactions which were entered into on arm's length basis are provided in FormAOC-2 as required under Section 134(3)(h) of the Companies Act 2013 read with Rule 8(2)of the Companies (Accounts) Rules 2014 which is annexed herewith as"Annexure-II". Further suitable disclosure as required by the AccountingStandards (Ind AS 24) has been made in the notes to the Financial Statements. The Boardhas approved a Policy for material related party transactions which has been uploaded onthe website of the Company. The weblink is https://www.greenpanel.com/wp-content/uploads/2021/04/Related-Party- Transactions-Policy.pdf
Corporate Governance Report
A detailed Report on Corporate Governance for the financial year2020-21 pursuant to the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 along with Auditor's Certificate on compliance with the conditionsof Corporate Governance is annexed to this report.
Management Discussion and Analysis Report
The Management Discussion and Analysis Report for the financial year2020-21 pursuant to the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 is given as a separate statement in the Annual Report.
CEO and CFO Certification
Pursuant to Regulation 17(8) of the SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 the CEO and CFO certification as specified inPart B of Schedule II thereof is annexed to the Corporate Governance Report.
Code of Conduct for Directors and Senior Management Personnel
The Code of Conduct for Directors and Senior Management Personnel hasbeen uploaded on the website of the Company. The Managing Director & CEO of theCompany has given a declaration that all Directors and Senior Management Personnelconcerned has affirmed compliance with the Code of Conduct with reference to the financialyear ended on March 31 2021. The declaration is annexed to the Corporate GovernanceReport.
Disclosure regarding compliance of applicable Secretarial Standards
The Company has complied with all the mandatory applicable secretarialstandards issued by The Institute of Company Secretaries of India and approved by theCentral Government under Section 118(10) of the Companies Act 2013.
Conservation of energy technology absorption foreign exchangeearnings and outgo
The information required under section 134(3)(m) of the Companies Act2013 read with Rule 8(3) of the Companies (Accounts) Rules 2014 is annexed to thisReport as "Annexure -VI".
Directors' Responsibility Statement
In terms of provisions of Section 134(3)(c) read with Section 134(5) ofthe Companies Act 2013 your directors state that:
(i) in the preparation of the annual financial statements for thefinancial year ended March 31 2021 the applicable accounting standards have beenfollowed along with proper explanation relating to material departures if any;
(ii) the directors have selected such accounting policies and appliedthem consistently and made judgments and estimates that are reasonable and prudent so asto give a true and fair view of the state of affairs of the Company at the end of thefinancial year and of the profit of the Company for that period;
(iii) the directors have taken proper and sufficient care for themaintenance of adequate accounting records in accordance with the provisions of this Actfor safeguarding the assets of the Company and for preventing and detecting fraud andother irregularities;
(iv) the directors have prepared the annual accounts on a going concernbasis;
(v) the directors have laid down internal financial controls to befollowed by the Company and that such internal financial controls are adequate and wereoperating effectively and
(vi) the directors have devised proper systems to ensure compliancewith the provisions of all applicable laws and that such systems were adequate andoperating effectively.
There have been no frauds reported by the Auditors of the Company tothe Audit Committee or the Board of Directors under sub-section (12) of section 143 of theCompanies Act 2013 during the financial year 2020-21.
Constitution of Internal Complaints Committee
Pursuant to the requirement under Sexual Harassment of Women atWorkplace (Prevention Prohibition and Redressal) Act 2013 an Internal ComplaintsCommittee has been duly constituted by the Company and the composition of the same isdisclosed in the Policy on Prevention of Sexual Harassment at Workplace which is uploadedon the website of the Company under the weblink https://www.greenpanel.com/wp-content/uploads/2020/08/POSH_Policy_Greenpanel.pdf
Disclosures under Sexual Harassment of Women at Workplace (PreventionProhibition & Redressal) Act 2013
No case was filed under the Sexual Harassment of Women at Workplace(Prevention Prohibition & Redressal) Act 2013 during the year under review.
Particulars of employees
The information required under section 197(12) of the Companies Act2013 read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 is annexed to this Report as "Annexure-VII".
Your Directors place on record their sincere thanks and appreciationfor the continuing support of financial institutions consortium of banks vendorsclients investors Central Government State Governments and other regulatoryauthorities. The Directors also place on record their heartfelt appreciation for thecommitment and dedication of the employees of the Company across all the levels who havecontributed to the growth and sustained success of the Company.