DIRECTORS' REPORT Dear Shareholders, Your Directors are pleased to present the 34th Annual Report and the Company's audited accounts for the financial year ended 31st March, 2015. Dividend Your Directors are pleased to recommend a final dividend of Rs. 1.25 per equity share of face value H 1 each (exclusive of applicable dividend distribution tax). The dividend payout is subject to approval of members at the ensuing Annual General Meeting. During the FY 2014-15, the Company also declared and paid an interim dividend of Rs. 0.75 per equity share. Thus, the aggregate dividend declared for the FY 2014 -15 is H 2 per equity share as against Rs. 1 per equity share of face value Rs. 1 each declared in the previous year. Transfer to Reserves The Company proposes to transfer an amount of Rs. 1.51 crores to the General Reserves. Share Capital The paid up Equity Share Capital as on 31st March, 2015 was Rs. 2,225.27 lacs. There has not been any change in the Equity Share Capital of the Company during the Financial Year ended 31st March, 2015. During the year under review, the Company has neither issued shares with differential voting rights nor issued sweat equity or granted stock options. State of Company affairs The year under review started with an economic environment which is far more positive than has been in the recent past. When other major economies of the world are facing serious challenges, India is about to takeoff on a faster growth trajectory once again. The International Monetary Fund (IMF) has downgraded its earlier forecast of global economic growth by 0.3% and that of world trade growth from 5.3% to 4%. Forecasts for India, however, have either been upgraded or have remained the same. With a new stable Government at Centre, the credibility of Indian economy has been re-established and the investor community world-over now considers India as one of the most preferred investment destinations. With a reduction in crude prices, the inflation rate is under control and the current account deficit is expected to remain tilted towards the lower side. The GDP growth is expected to accelerate to 7.4%, making India the fastest growing large economy in the world. The substantial increase in foreign inflow has increased foreign exchange reserve to a record high, resulting in a stronger and more stable rupee against all major currencies. While the Government policies are aimed towards long-term sustainable development, the real estate scenario in the country has continued to remain subdued during the year under review. Building material demand continued its wait to see any spark despite the hope of rising investments and positivity related to interest rate cuts. Retailers continued to fear uncertainty as they were unable to foresee any near-term reason or factor for upward movement in demand. The hope of good time was there but a prolonged wait for market turnaround has taken its toll on the demand for building material-related products. Overall, despite being a year of optimism, the real demand scenario remained subdued. The most of building material related companies could not achieve their targeted growth. During FY 2015, despite the challenging business environment, the Company reported a top-line growth of 22% over the previous year. At a Standalone level, the Gross Income stood at Rs. 1709.54 crore as compared to Rs. 1400.06 crore in the previous year. Profit before tax increased from Rs. 69.30 crore to Rs.179.80 crore reflecting a growth of 159%. Net Profit after tax was Rs.150.82 crore compared to Rs. 66.94 crore in the previous year, reflecting a phenomenal growth of 125%. The Consolidated Gross Income for FY 2015 was placed at Rs. 1732.81 crore against Rs. 1457.96 crore during the previous year, registering a growth of over 19%. The Net Profit after minority interest and share of profit of associates was Rs. 148.97 crore against Rs. 60.26 crore in the previous year, reflecting a growth of 147%. The operations and financial results of the Company are elaborated in the annexed Management Discussion and Analysis. Future Outlook During the last year, a stable Government at the Centre was established which is expected to drive development in the coming years. The Government has planned and is taking several significant steps to energise the economy. The credibility of the Indian economy has been re-established and the world is predicting that it is India's chance to fly. The Government has planned game-changing reforms in indirect tax through the introduction of GST, which is likely to be introduced with effect from 1st April, 2016. Introduction of GST was a much awaited reform and is expected to provide numerous benefits to both business and consumers. With the introduction of GST, supply chain inefficiencies will be reduced, Inter-state trade will become easy and the market will be integrated at the national level. With all long-term sustainable economic measures being undertaken by the Government, economic growth is likely to accelerate in the next fiscal. The pick-up will be aided by implementation of stalled projects, getting rid of the bottlenecks in various sectors and an industry recovery because of higher external demand. The GDP forecast for the next fiscal is driven by a partial unclogging of domestic policy logjam as well as improved global growth prospects. Stakeholders are markedly bullish about the future and expect the business environment to be upbeat in the current financial year in view of the imminent change in regime and introduction of economic enablers to stimulate growth. The Indian real estate sector plays a significant role in the country's economy. The real estate sector is second only to agriculture in terms of employment generation and contributes considerably towards GDP. It is poised to grow manifold over the next decade in view of the prevailing massive shortage of dwelling units. The sentiment of home buyers and investors is seeing an improvement, displaying a strong positive outlook for the real estate sector. The Indian market is now headed for price correction, which will increase consumer affordability and leading to overall sectoral growth. A fall in the interest rates will also lead to a revival of the real estate sector. Since plywood and laminate are essential part of interior furnishing, the demand for these products is directly related to the growth of infrastructure and real estate sector. With continued government focus on infrastructure and real estate sector, demand for the Company's products is expected to remain buoyant. With the strong 'Centuryply' brand under its fold, the Company is expected to perform better in the current fiscal. Future plans of expansion Considering the buoyant demand for products and marketing strength of 'Centuryply' brand as well as the positive impact of GST, the Company is preparing itself for future growth. The Company is investing heavily on raw material security, distribution network, positioning of brand and its human capital. The Company is studying various locations overseas in Laos, Africa, Malaysia, Vietnam, etc. where the required raw material is available. The Company plans to set up timber processing units in these locations to ensure economic and uninterrupted raw material supply for upcoming growth. The Company has already entered economy-segment products through its secondary brand 'Sainik' enabling it to penetrate smaller cities and rural markets. The Company, at its Board Meeting held on 21st January, 2015, approved a proposal for setting up a Particle Board unit at Chennai with an approximate CAPEX of Rs. 60 crore. The Company is also keeping a close watch on developments related to substitute products, like medium-density fibre board, and will take a decision at the appropriate time. Change in nature of business, if any There has been no change in the nature of business of the Company. Material changes and commitments affecting the financial position of the Company No material change and commitment affecting the financial position of the Company have occurred between the end of the financial year to which the financial statements relate and the date of the report. SUBSIDIARIES/ ASSOCIATES Changes in subsidiaries Auro Sundram Ply & Door Pvt. Ltd. (ASPDPL), Century MDF Ltd. (CML) and Centuryply Myanmar Pvt. Ltd. (CMPL) continue to remain subsidiaries of the Company. Ara Suppliers Pvt. Ltd., Arham Sales Pvt. Ltd., Adonis Vyaper Pvt. Ltd. and Apnapan Viniyog Pvt. Ltd. became subsidiaries of the Company with effect from 28th July, 2014 as a result of further investments by the Company. The Company incorporated a Wholly-owned Subsidiary Company in the name of Century Ply (Singapore) Pte. Ltd. (CPSPL) in Singapore on 2nd December, 2014. During the year, the Company disinvested its entire shareholding in Aegis Business Ltd. (ABL). Both ABL and its subsidiary Aegis Overseas Limited ceased to be subsidiaries of the Company with effect from 23rd August, 2014. Consequently, Aegis Siam Ltd. and Aegis Siam Resources Company Ltd. also ceased to be the Company's associates. Operations CMPL has set up a veneer and plywood unit near Yangon city in Myanmar, which became operational in 2013-14. ASPDPL is operating a plywood unit at Raipur Industrial Area, Uttarakhand. This unit is manufacturing plywood and allied products from eco-friendly agro-forestry timber. Century Infotech Ltd. continued to remain our Associate Company. Century Infotech Ltd. is engaged in business of e-commerce, e-shopping, online information services, online application integration including buying, selling, marketing, trading and dealing in various kinds of products and services on internet. CPSPL has been incorporated with the object of trading in timber, manufacturing and trading in plywood and other wood products and also leasing of machineries and equipment and providing related services. Material Subsidiaries A Policy has been formulated for determining the Material Subsidiaries of the Company pursuant to Clause 49 of the Listing Agreement with the Stock Exchanges. The said Policy has been posted on the Company's website at http://www.centuryply.com/about-us/#slide4 Financial position and performance A statement containing the salient features of financial statements of each Subsidiary and Associate of the Company in Form AOC-1 is appended as Annexure 1 to this Report. ACCOUNTS Consolidated financial statements In accordance with Section 129(3) of the Companies Act, 2013, the Company has prepared a consolidated financial statement of the Company and all its subsidiary companies, as a part of the Annual Report. In accordance with the third proviso of Section 136(1) of the Companies Act, 2013, the Annual Report of the Company, containing the standalone and the consolidated financial statements, has been placed on the website of the Company at www.centuryply.com Further, as per the fourth proviso of the said section, audited annual accounts of the subsidiary companies have also been placed on the website of the Company. Shareholders interested in obtaining a copy of the audited annual accounts of the subsidiary companies may write to the Company Secretary at the Company's registered office. The audited financial statements and the audit reports of the subsidiaries are available for inspection at the registered office of the Company and that of the subsidiaries during office hours between 11.00 A.M. and 1.00 P.M. Particulars of loans, guarantees and investments The Company has not given loans, guarantees or made investments exceeding sixty per cent of its paid-up share capital, free reserves and securities premium account or one hundred per cent of its free reserves and securities premium account, whichever is more, as prescribed in Section 186 of the Companies Act, 2013. Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in Annexure 2 hereto and forms part of this Report. Particulars of contracts or arrangements with related parties Particulars of every contract or arrangements entered into by the Company with Related Parties referred to in Section 188 (1) of the Companies Act, 2013 in Form AOC-2 prescribed under the Companies (Accounts) Rules, 2014 is appended as Annexure 3 hereto and forms part of this Report. There are no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large. All Related Party Transactions are placed before the Audit Committee for approval. The Audit Committee reviews all related party transactions quarterly. A statement giving details of all related party transactions is placed before the Audit Committee and the Board of Directors for their approval on a quarterly basis. A policy on 'Materiality of and dealing with Related Party Transactions' has been devised by the Board of Directors at its meeting held on 30th October, 2014 for determining the materiality of transactions with related parties and dealings with them. The said policy may be referred to at the Company's website: http://www.centuryply.com/about-us/#slide4 Public deposits The Company has not invited or accepted deposits from the public covered under Section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014. AUDITORS Auditors and Auditors' Report M/s. Singhi & Co., Chartered Accountants (Firm Registration No. 302049E), Statutory Auditors of the Company, have been appointed by the members at the previous Annual General Meeting and shall hold office for a period of 5 years. M/s. Singhi & Co. have given their consent to act as Auditors, if appointed. The Company has received a letter from them to the effect that they satisfy the criteria provided in Section 141 of the Companies Act, 2013 and that their appointment would be within the limits prescribed under Section 141(3)(g) of the Companies Act, 2013. Members are requested to ratify their appointment as the Statutory Auditors of the Company and fix their remuneration for the financial year ending 31st March, 2016. The Auditors' Report to the shareholders for the year under review does not contain any qualification. The Notes on Financial Statements referred to in the Auditors' Report are self-explanatory and do not call for any further comments. Cost Auditors Your Company had appointed M/s. B.G. Chowdhury & Co., Cost Accountants, of 4A, 11/47A, Panditia Road, Kolkata -700029, having Firm registration number 000064, as Cost Auditors for audit of cost records maintained with respect to plywood, laminate, veneer and related products for the financial year ended 31st March, 2014. The Cost Audit Report was filed by the Cost Auditors on 26th November, 2014. Secretarial Audit Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s. MKB and Associates, Practising Company Secretaries to undertake the Secretarial Audit of the Company. Secretarial Audit Report in Form MR. 3, given by the Company Secretary in Practice, is annexed herewith as Annexure 4. The Report does not contain any qualification. DIRECTORS AND KEY MANAGERIAL PERSONNEL I. Independent Directors (a) Appointment of Independent Directors: At the Annual General Meeting of the Company held on 11th September, 2014, the Members of the Company appointed Smt. Mamta Binani (holding DIN 00462925),Sri Mangi Lal Jain (holding DIN 00353075), Sri Manindra Nath Banerjee (holding DIN 00312918), Sri Santanu Ray (holding DIN 00642736), Sri Samarendra Mitra (holding DIN 05105399) and Sri Asit Pal (holding DIN 00742391) as Independent Directors under the Companies Act, 2013 each for a term up to 31st March, 2019. (b) Woman Director As per the provisions of Section 149(1) of the Companies Act, 2013 and revised Clause 49 of the Listing Agreement, the Company is required to have at least one Woman Director on its Board. Accordingly, Smt. Mamta Binani (holding DIN 00462925), was appointed as Director of the Company on recommendation of the Nomination and Remuneration Committee. (c) Resignation of Director Sri Sajan Kumar Bansal resigned from the Directorship of the Company with effect from 6th May, 2014. The Board places on record its appreciation for the services and contribution made by him during his tenure. (d) Statement on Declaration given by Independent Directors under Sub-Section (6) of Section 149 The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as laid down in Section 149(6) of the Companies Act, 2013 and Clause 49 of the Listing Agreement. (e) Familiarisation Programme undertaken for Independent Directors The Independent Directors are familiarised with the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model of the Company, etc. On appointment, the Independent Director is issued a Letter of Appointment setting out in detail the terms of appointment, duties, responsibilities and expected time commitments. Each newly appointed Independent Director is taken through a formal induction programme including a presentation by the Chairman on the Company's manufacturing, marketing, finance and other important aspects. The Company Secretary briefs the Director about their legal and regulatory responsibilities as a Director. The induction for Independent Directors includes interactive sessions with Executive Committee Members, Business and Functional Heads, visit to the manufacturing site, etc. On matters of specialised nature, the Company engages external experts/consultants for presentation and discussion with the Board members. The detailed overview of the familiarisation program is available on the Company's website: http://www.centuryply.com/about-us/#slide4 II. Non- Independent Directors Retirement by Rotation As per the provisions of Section 152(6)(c) of the Companies Act, 2013, Sri Hari Prasad Agarwal retires by rotation, and being eligible, offers himself for re-appointment. In view of his considerable experience and contribution to the Company, your Directors recommend his re-appointment. III. Key Managerial Personnel The Board of Directors at its meeting held on 6th May, 2014 approved the continuation of Sri Arun Kumar Julasaria as the Chief Financial Officer and Sri Sundeep Jhunjhunwala as the Company Secretary on the existing terms and conditions of appointment. Meetings Meetings of Board of Directors During the financial year ended 31st March, 2015, four Board Meetings were held, details of which are given in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013. Meetings of Independent Directors In terms of Schedule IV of the Companies Act, 2013 and revised Clause 49 of the Listing Agreement, a meeting of the Independent Directors is required to be held, inter alia, to review the performance of the Non-Independent Directors and the Board as a whole. Accordingly, a meeting of Independent Directors was held on 21st January, 2015 wherein the performance of the Non-independent Directors, including the Chairman and the Board as a whole was reviewed. The Independent Directors at the meeting also assessed the quality, quantity and timeliness of flow of information between the Company management and the Board of Directors of the Company. MANAGERIAL REMUNERATION Managerial Remuneration The information required pursuant to Section 197 (12) read with Rule 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 with respect to employees of the Company are given in Annexure 5 hereto and forms a part of this Report. Your Directors state that neither the Managing Directors nor the Whole-time Directors of the Company receive any remuneration or commission from any of its Subsidiaries. Particulars of Employees The particulars of employees as required by Section 197 of the Companies Act, 2013, read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, in respect of the employees employed throughout the financial year and drawing H 60 lacs or more are given in Annexure 5 hereto and forms part of this Report. There was no employee who was employed for part of the financial year, requiring such disclosure. There was also no employee receiving remuneration during the year in excess of that drawn by the Managing Director or Whole-time Director and holding by himself or along with his spouse and dependent children, not less than two percent of the equity shares of the Company. CORPORATE GOVERNANCE MEASURES Directors' Responsibility Statement Pursuant to the requirement of Section 134(3)(c) and 134(5) of the Companies Act, 2013, the Directors hereby confirm that: (i) in the preparation of the annual accounts for the year ended 31st March, 2015, the applicable accounting standards have been followed and there are no material departures from the same; (ii) the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at the end of the financial year and of the profit of the Company for that period; (iii) the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and (iv) the Directors have prepared the annual accounts of the Company on a 'going concern' basis. (v) The Directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively. (vi) The Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively. Management Discussion and Analysis Management Discussion and Analysis for the year under review, as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges, is presented in a separate section forming part of the Annual Report. Corporate Governance The Company is committed to maintain the highest standards of Corporate Governance and adhere to the Corporate Governance requirements set out in Clause 49 of the Listing Agreement. The Report on Corporate Governance as stipulated under Clause 49 of the Listing Agreement forms a part of the Annual Report. A certificate from M/s. MKB and Associates, Practising Company Secretaries confirming compliance with the conditions of Corporate Governance as stipulated under the aforesaid Clause 49, is attached to the Report on Corporate Governance. This Certificate will be forwarded to the Stock Exchanges along with the Annual Report of the Company. During the period from 6th May, 2014 to 23rd July, 2014, the Company's Board of Directors did not have the required number of Non-executive and Independent Directors consequent upon resignation of one of the Independent Directors. The Company had appointed Smt. Mamta Binani as an Independent Director on the Board of the Company with effect from 24th July, 2014 within the permissible time limit and with this appointment, requirements of Clause 49 of the Listing Agreement stood complied with. CEO and CFO Certification As required by Clause 49 of the Listing Agreement, the CEO and CFO certification has been submitted to the Board and a copy thereof is contained elsewhere in this Annual Report. Internal Financial Controls The Company has in place Internal Financial Controls commensurate with the nature of its business and the size and complexity of its operations. The Company's system of Internal Financial Control has been designed to provide a reasonable assurance with regard to maintaining of proper accounting controls, protecting assets from unauthorised use or losses, prevention and detection of frauds and errors and for ensuring reliability of financial reporting. The Audit Committee of the Board of Directors actively reviews the adequacy and effectiveness of the internal control systems and suggests improvements to strengthen them. The Company has a robust Management Information System, which is an integral part of the control mechanism. Based on the report of internal audit function, process owners undertake corrective action in their respective areas and thereby strengthen the controls. All these steps facilitate timely detection of any irregularities and early remedial measures. During the year, no reportable material weaknesses in the Internal Financial Controls were observed. Performance Evaluation The Nomination and Remuneration Committee at its meeting established the criteria of evaluation of the performance of the Directors, including Independent Directors, based on which the Board evaluated the performance of the Directors. A structured questionnaire for evaluation was prepared after taking into consideration inputs received from the Directors, covering various aspects of the Board's functioning such as adequacy of the composition of the Board and its Committees, Board culture, execution and performance of specific duties, obligations and governance. A separate exercise was carried out by the Nomination and Remuneration Committee to evaluate the performance of individual Directors including the Chairman of the Board, on parameters such as level of engagement and contribution, independence of judgement, safeguarding the interest of the Company and its minority shareholders etc. The performance evaluation of the Chairman and the Non Independent Directors and Board as a whole was also carried out by the Independent Directors. Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board, after taking into consideration the evaluation exercise carried out by the Nomination and Remuneration Committee and by the Independent Directors at their separate meeting, has carried out an annual performance evaluation of its own performance and that of its Committees and individual Directors. The Directors expressed their satisfaction over the evaluation process and results thereof. COMMITTEES OF BOARD Audit Committee The composition and terms of reference of the Audit Committee have been furnished in the Corporate Governance Report forming a part of this Annual Report. There has been no instance where the Board has not accepted the recommendations of the Audit Committee. Nomination and Remuneration Committee The composition and terms of reference of the Nomination and Remuneration Committee have been furnished in the Corporate Governance Report forming a part of this Annual Report. Share Transfer cum Stakeholders Relationship Committee The composition and terms of reference of the Share transfer cum Stakeholders Relationship Committee have been furnished in the Corporate Governance Report forming a part of this Annual Report. Corporate Social Responsibility Committee The composition and other details of Corporate Social Responsibility Committee are provided elsewhere in this Report. POLICIES AND CODES Remuneration Policy The Policy of the Company on appointment and remuneration of Directors, Key Managerial Personnel and Senior Management Personnel including criteria for determining qualifications, positive attributes, independence of a Director and other matters provided in Section 178(3) of Companies Act, 2013, is appended as Annexure 6 to this Report. Board Diversity Policy The Company recognises and embraces the importance of a diverse Board and believes that an enlightened Board consciously creates a culture of leadership to provide a long-term vision and to improve the quality of governance. A diverse Board leverages differences in thought, perspective, knowledge, skill, regional and industry experience, cultural and geographical background, all of which helps us retain our competitive advantage. The Board has adopted the Board Diversity Policy which sets out the approach to diversity of the Board of Directors. The Board Diversity Policy is available on our website at http://www.centuryply.com/about-us/#slide4 Whistle Blower Policy/ Vigil Mechanism The Company has formed a Whistle Blower Policy/ Vigil Mechanism as required under Section 177 of the Companies Act, 2013 and Clause 49 of the Listing Agreement. A Vigil (Whistle Blower) Mechanism provides a channel to the employees and Directors to report to the management concerns about unethical behaviour, actual or suspected fraud or violation of the Codes of conduct or policy. The mechanism provides for adequate safeguards against victimisation of employees and Directors to avail of the mechanism and also provide for direct access to the Chairman/ CEO/ Chairman of the Audit Committee in exceptional cases. The said policy may be referred to, at the Company's website at: http://www.centuryply.com/about-us/#slide4 Risk Management Policy The Company has a defined Risk Management framework to identify, assess, monitor and mitigate various risks to key business objectives. The Board is kept informed about the risk assessment and minimisation procedures. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis. The policy is periodically reviewed by the Audit Committee to ensure that the executive management controls the risk as per decided policy. The risk management issues are discussed in Management Discussion and Analysis. Policy on Prevention of Sexual Harassment The Company values the dignity of individuals and strives to provide a safe and respectable work environment to all its employees. The Company is committed to providing an environment, which is free of discrimination, intimidation and abuse. The Company believes that it is the responsibility of the organisation to protect the integrity and dignity of its employees and also to avoid conflicts and disruptions in the work environment due to such cases. The Company has put in place a 'Policy on Prevention of Sexual Harassment' as per the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 ("Sexual Harassment Act"). As per the policy, any employee may report complaint to the Complaints Committee formed for this purpose or to any member thereof or to the location head. We affirm that adequate access was provided to any complainant who wished to register a complaint under the policy. No complaint was received during the year. Policy on Corporate Social Responsibility An outline of Policy on Corporate Social Responsibility is provided elsewhere in this Report. Policy for Determining 'Material' Subsidiaries As required under clause 49(V) of the amended Listing Agreement, the Company has formulated a Policy for determining 'material' subsidiaries and the same has been put up on the website of the Company at http://www.centuryply.com/about-us/#slide4 Policy on Materiality of and Dealing with Related Party Transactions As required under clause 49(VIII) of the amended Listing Agreement, the Company has formulated a 'Policy on Materiality of and Dealing with Related Party Transactions' and the same has been put up on the website of the Company at http://www.centuryply.com/about-us/#slide4 Code of Conduct The Company has adopted a code of conduct for all Board members and senior management of the Company, details whereof are provided elsewhere in this Report. Code of Conduct for Prevention of Insider Trading and Code of Corporate Disclosure Practices for Prevention of Insider Trading In compliance with the provisions of SEBI (Prohibition of Insider Trading) Regulations, 1992, (as amended from time to time), the Company has adopted a 'Code of Conduct for Prevention of Insider Trading' to preserve the confidentiality and prevent misuse of unpublished price sensitive information by Directors and specified employees of the Company. This policy also provides for periodical disclosures from designated employees as well as pre-clearance of transactions by such persons so that they may not use their position or knowledge of the Company to gain personal benefit or to provide benefit to any third party. The Company also has a Code of Corporate Disclosure Practices for Prevention of Insider Trading to ensure timely and adequate disclosure of price sensitive information. CORPORATE SOCIAL RESPONSIBILITY The Company has constituted a Corporate Social Responsibility (CSR) Committee in accordance with Section 135 of the Companies Act, 2013. The CSR Committee was constituted by the Board of Directors of the Company at its meeting held on 20th January, 2014 comprising Sri Sajjan Bhajanka as the Chairman and Sri Hari Prasad Agarwal and Sri Mangi Lal Jain as other members. The said Committee has also formulated a Policy on Corporate Social Responsibility (CSR Policy) indicating the activities to be undertaken by the Company, monitoring the implementation of the framework of the CSR Policy and the amount to be spent on CSR activities. The CSR Policy of the Company is available on the Company's website: http://www.centuryply.com/about-us/#slide4 The CSR Committee has confirmed that the implementation and monitoring of CSR Policy is in compliance with CSR objectives and Policy of the Company. The Annual Report on CSR as required under the Companies (Corporate Social Responsibility) Rules, 2014 has been appended as Annexure 7 to this Report. MISCELLANEOUS Extract of the Annual Return Extract of the Annual Return as on the financial year ended 31st March, 2015 in Form MGT 9 is annexed hereto as Annexure 8 and forms a part of this report. Significant and Material Orders Passed by the Regulators/ Courts/ Tribunals There are no significant material orders passed by the Regulators/ Courts/ Tribunals which would impact the going concern status of the Company and its future operations. Green Initiatives in Corporate Governance Ministry of Corporate Affairs has permitted companies to send electronic copies of Annual Report, notices, etc. to the e-mail IDs of shareholders. Your Company has accordingly arranged to send the soft copies of these documents to the e-mail IDs of shareholders wherever applicable. In case any shareholder would like to receive physical copies of these documents, the same shall be forwarded upon receipt of written request. Human Resource Development and Industrial Relations The human resource philosophy and strategy of your Company has been designed to attract and retain the best talent on offer. Employees are your Company's most valuable assets and your Company's processes are designed to empower employees and support creative approaches in order to create enduring value. Your Company's human resource management systems and processes aim to enhance organisational performances. The Company focuses on quick grievance resolution mechanisms and maintains absolute harmony with its work force and as such it has not faced any labour trouble since inception. Particulars as per Section 134 (3)(m) of the Companies Act, 2013. Particulars of conservation of energy, technology absorption and foreign exchange earnings and outgo as required under Section 134 (3)(m) of the Companies Act, 2013, read with the Companies (Accounts) Rules, 2014 are given in Annexure 9 and forms part of this Report. Transfer of amounts to Investor Education and Protection Fund Pursuant to the provisions of Section 205A(5) and 205C of the Companies Act, 1956, relevant amounts which remained unpaid or unclaimed for a period of seven years have been transferred by the Company, from time to time on due dates, to the Investor Education and Protection Fund. Pursuant to the provisions of Investor Education and Protection Fund (Uploading of information regarding unpaid and unclaimed amounts lying with companies) Rules, 2012, the Company has uploaded the details of unpaid and unclaimed amounts lying with the Company as on 11th September, 2014 (date of last Annual General Meeting) on the Company's website (www.centuryply.com ), as also on the website of Ministry of Corporate Affairs. APPRECIATION Your Directors place on record their deep appreciation to employees at all levels for their hard work, dedication and commitment. The enthusiasm and unstinting efforts of the employees have enabled the Company to remain a leading player in the industry. The Board places on record its appreciation for the support and co-operation your Company has been receiving from its suppliers, redistribution stockists, retailers, business partners and others associated with the Company as its trading partners. Your Company looks upon them as partners in its progress and has shared with them the rewards of growth. It will be the Company's endeavour to build and nurture strong links with the trade based on mutuality of benefits, respect for and co-operation with each other, consistent with consumer interests. The Directors also take this opportunity to thank all Investors, Clients, Vendors, Banks, Government and Regulatory Authorities and Stock Exchanges, for their continued support. For and on behalf of the Board of Directors Sajjan Bhajanka Chairman and Managing Director Place : Kolkata, date : 28th April, 2015 |