Your Directors take pleasure in presenting the Company's
Forty-second Annual Report of the Company along with the audited financial statements
(standalone and consolidated) for the Financial Year ended 31st March, 2023 and
Auditors' Report thereon. The consolidated performance of the Company and its
subsidiaries has been referred to wherever required.
FINANCIAL PERFORMANCE FINANCIAL HIGHLIGHTS
The Company's financial performance for the year ended 31st
March, 2023 is summarised below:
Particulars |
STANDALONE |
CONSOLIDATED |
|
2022-23 |
2021-22 |
2022-23 |
2021-22 |
Gross Income |
3,665.78 |
3,023.64 |
3,694.26 |
3,050.10 |
Profit before Depreciation, Interest & Tax |
581.85 |
557.33 |
606.36 |
553.92 |
Depreciation |
72.38 |
67.53 |
77.51 |
74.28 |
Interest & Finance Charges |
15.36 |
9.61 |
16.98 |
11.43 |
Profit before Tax |
494.11 |
480.19 |
511.87 |
468.21 |
Tax Expenses |
127.27 |
154.92 |
127.82 |
155.05 |
Profit after Tax |
366.84 |
325.27 |
384.05 |
313.16 |
Attributable to: |
|
|
|
|
Owners of the Company |
366.84 |
325.27 |
383.30 |
313.06 |
Non-controlling interests |
- |
- |
0.75 |
0.10 |
Other Comprehensive Income (net of taxes) |
(0.41) |
(3.07) |
7.51 |
(0.80) |
Total Comprehensive Income for the year |
366.43 |
322.20 |
391.56 |
312.36 |
Attributable to: |
|
|
|
|
Owners of the Company |
366.43 |
322.20 |
390.74 |
312.18 |
Non-controlling interests |
- |
- |
0.82 |
0.18 |
Opening balance in Retained Earnings |
1,510.11 |
1,210.13 |
1,488.39 |
1,201.07 |
Adjustment with other equity |
(0.41) |
(3.07) |
(0.28) |
(2.92) |
Adjustment on (acquisition)/disposal of subsidiary |
- |
- |
13.91 |
(0.60) |
Amount available for appropriation |
1,876.54 |
1,532.33 |
1,885.32 |
1,510.61 |
Final Dividend- FY 2021-22 |
33.33 |
22.22 |
33.33 |
22.22 |
Closing Balance in Retained Earnings |
1,843.21 |
1,510.11 |
1,851.99 |
1,488.39 |
THE YEAR IN SUMMARY
Standalone
During the financial year 2022-23, your Company registered a
revenue of H3620.65 crore vs H3,000.88 crore in the previous year, up 20.65% YoY.
Profit before Tax stood at H494.11 crore as against H480.19
crore in the previous year - a growth of 2.90%.
Profit after Tax is H366.84 crore as against H325.27 crore in
the previous year showing an increase of 12.78%.
EBITDA Margin is 16.07% as against 18.57% in the previous year.
Consolidated
Centuryply recorded consolidated revenue of H3646.57 crore as
against H3027.02 crore in the previous year, up 20.47% YoY .
Profit before Tax stood at H511.87 crore as against H468.21
crore in the previous year - a growth of 9.32%.
Profit after Tax is H384.05 crore as against H313.16 crore in
the previous year - showing an increase of 22.64 %.
EBITDA Margin is 16.62% as against 18.29% in the previous year.
The operations and financial results of the Company are elaborated in
the annexed Management Discussion and Analysis.
SCHEME OF ARRANGEMENT BETWEEN THE COMPANY AND CENTURY INFRA LIMITED
During the year under review, the Board of Directors of the Company, on
the basis of recommendations of the Audit Committee and the Committee of Independent
Directors of the Company, at their meeting held on 20th July, 2022 considered
and approved the Scheme of Arrangement between the Company and Century Infra Limited and
their shareholders and creditors under Sections 230 to 232 and other applicable provisions
of the Companies Act, 2013, and rules framed thereunder ("Scheme of Arrangement"
or "Scheme"). The Appointed Date for the Scheme is 1st April 2022.
The Scheme received "No-Objection" / "No adverse
observations" from both National Stock Exchange of India Limited and BSE Limited vide
their observation letters dated 10th October, 2022. The resolution approving
the Scheme was passed by requisite majority by the Equity Shareholders and Unsecured
Creditors of the Company at their respective Meetings held on 20th March, 2023
through Video Conferencing / Other Audio-Visual Means, convened pursuant to the order of
Hon'ble National Company Law Tribunal, Kolkata Bench dated 10th February,
2023. Subsequently, the Company has filed a Petition with the Hon'ble NCLT on 31st
March, 2023.
The Scheme shall be effective from the date on which the certified
copies of the order of the NCLT, Kolkata is filed with the Registrar of Companies at
Kolkata. Upon the Scheme becoming effective, the Container Freight Station Services
Undertaking (as defined in the Scheme) of Century Plyboards (India) Limited shall stand
transferred to and vested in Century Infra Limited, as a going concern, on slump sale
basis from 1st April, 2022, being the appointed date and in consideration
whereof, Century Infra Limited shall issue and allot 32,71,00,000 fully paid-up Equity
Shares of Re. 1/- each to the Company.
DIVIDEND
Your Company has a consistent track record of dividend payment. For the
financial year ended 31st March, 2023, based on the Company's performance
and in conformity with its Dividend Distribution Policy, the Directors are pleased to
recommend for approval of the Members a Final Dividend of Re. 1/- (100%) per equity share
of the face value of Re. 1/- (Rupee one) each (compared to that of the previous year of
150% i.e H1.50/- per equity share of Re. 1/- each). The Company continues to balance the
dual objective of appropriately rewarding Members through dividends and retaining
sufficient funds to support the long term growth of your Company. The final dividend,
subject to the approval of the shareholders at the ensuing Annual General Meeting (AGM) of
the Company, will be paid within the statutory period.
In view of the changes made under the Income-tax Act, 1961, by the
Finance Act, 2020, dividends paid or distributed by the Company shall be taxable in the
hands of the Shareholders. The Company shall, accordingly, make the payment of the final
dividend after deduction of tax at source, wherever applicable.
In compliance of Regulation 43A of the Securities and Exchange Board of
India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing
Regulations"), the Company has formulated a Dividend Distribution Policy which, inter
alia, specifies the various factors, that shall be considered while declaring dividend and
the circumstances under which the shareholders of the Company may or may not expect
dividend.
The Policy is available on the Company's website at:
https://www.centuryply.com/codes-policies/CPIL-Dividend-Distribution-Policy.pdf and the
same is also annexed to this Report as Annexure 6'.
TRANSFER TO RESERVES
The Reserves and Surplus of your Company has increased to H1875.71
crore in the year 2022-23 as compared to H1542.62 crore in the year 2021-22. Your
Directors have proposed not to transfer any sum to the General Reserve during the
Financial Year 2022-23.
SHARE CAPITAL
During the year under review, there were no changes in the share
capital of the Company. As on 31st March, 2023, the Company's paid-up
Equity Share Capital was H22,25,27,240/- comprising of 22,21,72,990 Equity Shares of Face
Value of Re. 1/- each and H3,54,250 received on account of 13,80,000 (post-split)
forfeited shares. During the Financial Year 2022-23, your Company has neither issued any
shares or convertible securities nor has granted any stock options or sweat equity.
INDIAN ECONOMY AND STATE OF AFFAIRS
FY23 has been strong for India's economy despite the tailwind of
the pandemic and the headwind of the geo-political conflict intertwining to escalate
global economic uncertainties. The pandemic-induced uncertainty, the geopolitical conflict
and the associated risks on India, weighed down GDP growth in FY21. The following year,
FY22, the Indian economy started to recover despite the Omicron wave of January 2022.
Amidst all these, the Indian economy performed well and emerged as the fastest growing
major economy and is expected to sustain the momentum going forward.
The International Monetary Fund (IMF) has projected global real GDP
growth at 2.8 per cent for 2023 and 3 per cent for 2024 in its latest World Economic
Outlook report. It marks a distinct slowdown from 3.4 per cent growth in 2022. On the
other hand, IMF in its flagship World Economic Outlook report, projected that the Indian
economy will grow by 5.9% in the current fiscal year, making it the fastest-growing
economy in the world, despite confronting considerable challenges such as financial sector
turmoil, inflationary pressures, effects of the Russia-Ukraine war and the persistent
impact of the Covid-19 pandemic over the past three years. These optimistic growth
forecasts stem in part from the resilience of the Indian economy seen in the rebound of
private consumption seamlessly replacing the export stimuli as the leading driver of
growth. The uptick in private consumption has also given a boost to production activity
resulting in an increase in capacity utilisation across sectors. The year FY23 so far for
India has reinforced the country's belief in its economic resilience.
While the year 2022 witnessed a return of high inflation in the
advanced world after three to four decades, India caps the rise in prices. While
India's retail inflation rate peaked at 7.8 per cent in April 2022, above the
RBI's upper tolerance limit of 6 per cent, the overshoot of inflation above the upper
end of the target range in India was however one of the lowest in the world. Inflation
remained beyond the tolerance level of the RBI, prompting the country's apex bank to
go for successive rate hikes.The challenge posed by depreciating rupee, although better
performing than most other currencies, also persists with the likelihood of further
increases in policy rates by the US Fed. Even during the current times, despite biting
inflation and increasing interest rates, the real estate market is still on an upswing.
According to the Economic Survey 2022-2023, the Capital Expenditure
(Capex) of the central government increased by 63.4 per cent in the first eight months of
FY23 and became major driver of the Indian economy in the current year. The world's
second-largest vaccination drive involving more than 2 billion doses also served to lift
consumer sentiments that may prolong the rebound in consumption. Vaccinations have
facilitated the return of migrant workers to cities to work in construction sites as the
rebound in consumption spilled over into the housing market. This is evident in the
housing market witnessing a significant decline in inventory overhang to 33 months in Q3
of FY23 from 42 months last year.
The measures announced in the Union Budget FY24, such as a rise in
capital expenditure, increased focus on infrastructure development, boost to the green
economy, and initiatives for strengthening financial markets etc., are expected to promote
job creation and spur economic growth. Measures announced for the MSME sector will likely
reduce the cost of funds and aid small enterprises. Revision in tax slabs under the new
personal income tax regime is expected to boost consumption, thus providing more impetus
to economic growth.
The Real Estate sector has witnessed resilient growth in the current
year, with housing sales and the launch of new houses surpassing in Q2 of FY23 the
pre-pandemic level of Q2 of FY20. There is a massive demand for affordable housing in many
parts of the country, propelled by rapid urbanization. Apart from it, there is a
significant increase in demand for luxury and big housing spaces due to the need for
better lifestyles. The need for a lifestyle upgrade among homebuyers, low-interest rates,
comparatively low prices, and the pandemic's renewed need for home ownership have
been the primary drivers of sales growth. The real estate industry has particularly
benefited from the push for policy that has resulted in legislation like the Real Estate
Regulatory Authority (RERA), the introduction of Real Estate Investment Trusts (REITs),
and housing initiatives like PMAY (Pradhan-Mantri Awas Yojana) and SWAMIH (Special Window
for Completion of Construction of Affordable and Mid-Income Housing Projects). These
timely policy intervention by the government coupled with low home loan interest rates
propped up demand and attracted buyers more readily in the affordable segment in FY23.
MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF
THE COMPANY
There have been no material changes and commitments affecting the
financial position of the Company which occurred between the end of the financial year
2022-23 and the date of this report. The Company is virtually debt free and has adequate
liquidity to meet its business requirements.
FUTURE OUTLOOK
The Indian plywood market has witnessed significant growth and
transformation over the years. With the increasing demand in the construction and
furniture sector, the demand for plywood products is expected to rise. Century Plyboards
is one of the prominent players in the Indian plywood market. The future of the plywood
industry in India looks bright as the economy of India continues to grow, this will lead
to surge in construction industry driving the demand for plywood. As the standard of
living of middle class population is increasing in India, the demand for furniture is
expected to rise, further driving the need for plywood. However, the Plywood industry in
India faces several challenges such as the lack of quality raw materials and skilled
manpower. To overcome these challenges, the industry must focus on developing efficient
supply chains and investing in the training and development of the workforce. Our
resilient business model enables us to withstand challenges and adapt to the changing
market demands.
The key drivers of Indian furniture market from the residential sector
are growing population, rapid urbanization, shifting lifestyle patterns coupled with
increasing number of nuclear families across India. As majority of the population prefers
semi-furnished or fully furnished houses, there has been significant increase in the
refurbishment and renovation of existing residential areas, which, in turn, is escalating
the demand for plywood in the Indian market. This, coupled with the inflating disposable
incomes and improving living standards of the working population, are positively
influencing the market growth. As consumer awareness and disposable incomes increase,
there is a noticeable shift in preference towards branded and high-quality plywood
products. Century Plyboards, with its established reputation for manufacturing reliable
and durable plywood, is likely to benefit from this trend. Furthermore, rapidly expanding
distribution networks and reduced manufacturing costs are also creating a positive market
outlook across the country.
The total market size of wood panel industry is estimated at H40,000
crore, comprising of both organised and unorganised players, and Century Plyboards has a
25 per cent share of the organised panels market. The Indian plywood market is gradually
witnessing a transition from unorganized to organized retail. This shift is driven by
factors such as changing consumer preferences, the emergence of modern retail formats, and
the increasing influence of e-commerce. Century Plyboards, with its extensive dealer
network and robust distribution channels, is well-positioned to tap into this evolving
retail landscape.
Century Plyboards operates in a space where more than 50% of the market
is dominated by the unorganized sector. In the organised sector, your Company enjoys a
leadership position. The Company's focus on product innovation and sustainable
practices further enhances its appeal among environmentally conscious consumers. The
Company aims to achieve raw material self-sufficiency while promoting its sustainability
and inclusive growth efforts. Besides environmental protection, this helps maintain the
sustainability and financial viability of the eco-system and also generates employment
opportunities. Centuryply has been the front-runner when it comes to implementing
innovative practices. Centuryply upholds its quality commitment by providing in all
Centuryply products a unique QR code embedded in them, scanning of which, through a mobile
application, will provide relevant details in support of whether consumers are buying a
genuine Century Ply product or not. The QR code feature secures trust of customers by
verifying authenticity and preventing counterfeit sellers. The year FY2023 proved to be a
tumultuous one for the MDF sector, with various challenges cropping up along the way. The
withdrawal of anti-dumping duty, coupled with a slowdown in Europe, resulted in cheaper
imports from Thailand and Vietnam, leading to a demand-supply mismatch in the MDF
category. Further, rising input prices owing to high crude oil price led to margin
pressure. The Indian Furniture Industry (especially the residential and home furnishing
segments) continues to be dominated by plywood. Globally, the MDF to plywood consumption
ratio is 80:20, but in India, the ratio is skewed in favour of the plywood at 20:80. This
number suggests that there is enough room for the growth of MDF in the country in the
future. It is estimated that the MDF to Plywood ratio in India will improve to 50:50 by
2030. This presents a strong growth potential for the MDF industry in India. It is
expected to gain market share of low & medium grade plywood (which constitute 85% of
the plywood market in India). In India, MDF has penetrated all the regions in terms of
market presence and is rapidly advancing in terms of both consumer demand as well as
production capacity. Further, unlike Plywood, MDF industry is characterized by Strong
Entry Barriers. Due to this, it less likely to face competition from the unorganized
segment, resulting in larger market share for the organized players and higher growth
potential.
Post-pandemic, there has been continuous momentum in the residential
market and higher spending on home improvement, contributing to the robust demand for
wood-panels, MDF and readymade furniture. Therefore, one of the industry leaders
Centuryply is hoping for a further boost to the housing sector. This would go a long way
in keeping up the growth momentum in the plywood-affiliated industry.
The demand in particle board sector is better compared to plywood as
demand and supply equilibrium is in balance. The particle board sector is growing steady
with double digit growth thanks to rising domestic demand and growing consumption in
furniture sector. Significant growth in the construction of homes on account of rapid
urbanization and the rising global population represents one of the key factors fueling
the market growth. This, along with the growing working population, changing trends of
modern offices, growing awareness about the eco-friendly nature of particle boards among
end users, is positively influencing the demand for particle boards in commercial
establishments for enhanced aesthetics. To make the mist of the growing demand in this
segment, Century Plyboards has already taken up expansion of its particle board
capacities.
In India, the laminate market has been experiencing steady growth over
the years and is expected to exhibit a CAGR of 5.8% during 2023-2028, The large industries
with quality and brand focus are now edging out the unorganised decorative laminate
players. Your Company launched a new mass segment laminate brand Sainik',
backed by the same quality commitments as is applicable to Century Laminates.
It can safely be concluded that the future of the wood panel industry
in India is promising, driven by the growth of the construction and furniture industries,
government initiatives to provide affordable housing and increasing demand for
eco-friendly building materials.
FUTURE PLANS OF EXPANSION
After having received required approvals, construction of a new
greenfield unit in the state of Andhra Pradesh by the Company's wholly owned
Subsidiary, Century Panels Ltd. for manufacturing of MDF boards having an installed
capacity of 313,500 CBM per year is already underway. The Company aims to develop this
project as the largest integrated wood panel manufacturing unit, covering Laminates, MDF
and Plywood with investments of more than H1500 crore in a phased manner and expects first
phase production comprising of laminates and MDF to be operational within the third
quarter of FY 2023-24. The Company has also embarked upon enhancement of its present
particle board capacities of 72000 CBM per annum with a proposed addition of 240000 CBM
per year through a green field project at Gummidipoondi in Tamil Nadu at a CAPEX of about
H550 Crore.
Capacity expansion at the Company's MDF unit at Hoshiarpur in
Punjab has been completed and commercial production at the new line commenced in March,
2023. Post expansion, the capacity of this unit has increased to 313,500 CBM per year. The
Company has also initiated steps for setting up a new unit in the State of Punjab for
manufacturing of plywood, with capacity of 60,000 CBM per year and for which the required
land has been acquired. The Company is in the process of obtaining necessary approvals for
going ahead with the construction activity.
The project for rejuvenation of Khidderpore Docks (KPD-I West) through
PPP mode on Design, Build, Finance, Operate and Transfer (DBFOT) basis at Syama Prasad
Mookerjee Port, Kolkata, being undertaken by the Company's wholly owned Subsidiary
Century Ports Limited is progressing at a steady pace and is expected to be completed and
operational within the third quarter of FY 2023-24. The Company had emerged as the top
bidder to modernise and mechanise a cluster of six berths in Calcutta's Khidderpore
Docks, marking a major milestone in private sector participation in the city's
century old port operation. Concession Agreement for this project has also been executed.
Once fully operational, these berths under
KPD -I (West), will create additional port capacity in eastern India by
installing mechanised systems to handle containers as well as clean bulk cargo.
Your Company launched a new mass brand Sainik Laminates' in
order to address the untapped 80% of the approximately H8,000 crore laminate market. With
this, your Company aims to reinforce its high margin laminates vertical.
CHANGE IN NATURE OF BUSINESS, IF ANY
There has not been any change in the nature of business of the Company
during the FY ended 31st March, 2023.
SUBSIDIARIES
CHANGES IN SUBSIDIARIES
As a purposeful strategy, your Company carries a part of its business
operations through several subsidiaries which are formed either directly or as step-down
subsidiaries or in certain cases by acquisition of majority stake in existing companies.
As on 31st March, 2023, your Company had following 12 subsidiaries and 4
step-down subsidiaries:
Subsidiary Companies
Auro Sundram Ply & Door Pvt. Ltd.
Century MDF Ltd.
Ara Suppliers Pvt. Ltd.
Arham Sales Pvt. Ltd.
Adonis Vyaper Pvt. Ltd.
Apnapan Viniyog Pvt. Ltd.
Century Infotech Ltd.
Century Panels Ltd.
Century Infra Ltd.
Century Ports Ltd.
Century Ply (Singapore) Pte. Ltd.
Century Gabon SUARL
Step-down subsidiaries
Asis Plywood Ltd.
Century Ply Laos Co. Ltd.
Century Huesoulin Plywood Lao Co., Ltd.
Century Adhesives & Chemicals Limited
Your Company did not have any associate companies or joint venture
companies within the meaning of Section 2(6) of the Companies Act, 2013, as amended from
time to time. There has been no material change in the nature of the business of the
subsidiaries. During the year and till date the following changes have taken place with
respect to subsidiary companies:
Your Company incorporated a wholly-owned subsidiary in the name
of Century Ports Ltd.' at Kolkata on 20th April, 2022 for
rejuvenation, repair and renovation, maintenance and operation of ports, docks, jetties,
containers freight stations, etc. It had bagged its first contract for carrying out the
project for rejuvenation of Khidderpore Docks (KPD-I West) through PPP mode on Design,
Build, Finance, Operate and Transfer (DBFOT) basis at Syama Prasad Mookerjee Port,
Kolkata.
Century Panels Ltd., a wholly owned subsidiary of the Company,
acquired the entire shareholding in Century Adhesives & Chemicals Ltd., thereby making
it a step-down subsidiary of the Company with effect from 1st October, 2022.
The Board of Directors approved to dispose of the Company's
investments in Centuryply Myanmar Pvt. Ltd. (CPML). The Company had estimated and
recognised impairment loss of H4937 lacs (including H237 lacs in current quarter) in the
carrying amount of its investment in the aforesaid foreign subsidiary. The Company has
completed disposal and transfer of its entire stake in CPML w.e.f 1st March,
2023. Consequently, CPML remains a subsidiary of the Company till 28th
February, 2023.
Century Infra Limited, a wholly owned subsidiary of your Company
incorporated with the object of operating container freight station, container handling
services, warehousing of imported and exported goods and other related services. Upon the
Scheme of arrangement between Century Plyboards (India) Limited and Century Infra Limited
& their respective shareholders and creditors under Sections 230 to 232 (read with
other applicable provisions) of the Companies Act, 2013, and rules framed thereunder
(Scheme'), becoming effective, the business and interest of the Company in
manufacture of Container Freight Station Services will be transferred to and vest in
Century Infra Limited on slump sale basis and in consideration thereof the Resulting
Company shall issue its equity shares to the Company. The details of the Scheme have been
included elsewhere in this Report.
Your Company does not have any material subsidiary whose net worth
exceeds 10% of the consolidated net worth of the Company in the immediately preceding
financial year or has generated 10% of the consolidated income of the Company during the
previous financial year.
OPERATIONS
There has been no material change in the nature of the business of the
subsidiaries/ step-down subsidiaries during the year under review.
Auro Sundram Ply & Door Pvt. Ltd. is engaged in the manufacturing
of plywood and allied products from eco-friendly agro-forestry timber and operating a
plywood unit at Roorkee in Uttarakhand.
The Company's wholly owned Subsidiary, Century Panels Ltd. is
actively moving ahead with the construction of its integrated wood panel manufacturing
facility at Gopavaram, Kadapa District in Andhra Pradesh. It expects the laminate and MDF
manufacturing to facililties to commence operations within the third quarter of FY
2023-24.
The project is designed to provide direct employment to over 2000
people and indirect employment to over 5000. Apart from this, the local farmers will be
the largest beneficiaries of this project as much of the required raw materials would be
sourced from them.
Ara Suppliers Pvt. Ltd., Arham Sales Pvt. Ltd., Adonis Vyaper Pvt. Ltd.
and Apnapan Viniyog Pvt. Ltd. jointly own and hold some land in Kolkata which is yet to be
developed. Century Infotech Ltd. is primarily engaged in the 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. Its
e-commerce operations are however currently suspended. Century MDF Ltd., Century Infra
Ltd., and Asis Plywood Ltd. are presently not operational.
Century Ports Ltd. had initiated steps for carrying out the project for
rejuvenation of Khidderpore Docks (KPD-I West) for carrying out the project for
modernisation of Khidderpore Docks (KPD-I West) through PPP mode on Design, Build,
Finance, Operate and Transfer (DBFOT) basis at Syama Prasad Mookerjee Port, Kolkata.
Century Adhesives & Chemicals Ltd. has initiated the process for
setting up a resin and formalin manufacturing facility at Multi product SEZ, Industrial
Park Naidupetta, Andhra Pradesh. Century Gabon SUARL enjoys the advantage of availability
of abundant Okoume timber required for production of face veneer. It is presently
operating at a capacity of peeling 200 CBM of timber per day, serving as a vital backward
integration for securing availability of raw material for Century Ply. Century Ply Laos
Co. Ltd. is engaged in the manufacturing of veneer in Attapeu province in Laos out of raw
material sourced locally while Century Huesoulin Plywood Lao Co., Ltd. is manufacturing
plywood at its unit in Savannakhet Province in Laos. However, due to administrative
restrictions imposed by the Laos Government, the operations of these step-down
subsidiaries and consequently that of Century Ply (Singapore) Pte. Ltd. remained suspended
during the financial year under review.
POLICY ON MATERIAL SUBSIDIARIES
In accordance with Regulation 16(1)(c) of Listing Regulations, your
Company has adopted a policy for determining material subsidiaries. The Policy aims to
Material Subsidiaries of the Company and to provide the governance framework for such
subsidiaries. The Policy is hosted on the website of the Company under the web link:
https://www.centuryply.com/ codes-policies/CPIL-Policy-on-material-subsidiary.pdf.The
Company does not have any material subsidiary Company.
FINANCIAL POSITION & PEFORMANCE
During the year under review, the affairs of the subsidiaries were
reviewed by the Board, inter alia, by the following means: Financial statements of the
subsidiary companies are reviewed by the Company's Audit Committee.
Major investments made by the subsidiaries are reviewed quarterly by
the Company's Audit Committee.
Minutes of Board meetings of subsidiary companies are placed before the
Company's Board regularly.
Significant transactions and arrangements entered into by subsidiary
companies are placed before the Company's Board.
Pursuant to the provisions of Section 129(3) of the Companies Act, 2013
read with Rule 5 of the Companies (Accounts) Rules, 2014, a statement in Form No. AOC-1,
containing the salient features of financial statements of the Company's subsidiaries
is appended as Annexure 1' to this Report.
The Contribution of the subsidiaries to the overall performance of the
Company during the year is given in note no. 47 of the Consolidated Financial Statement.
ACCOUNTS
CONSOLIDATED FINANCIAL STATEMENTS
The consolidated financial statements of the Company and its
subsidiaries for FY 2022-23 are prepared in compliance with the applicable provisions of
the Companies Act, 2013, Regulation 33 of the Listing Regulations and in accordance with
the Indian Accounting Standards notified under the Companies (Indian Accounting Standards)
Rules, 2015.
In accordance with the provisions of Section 129(3) of the Companies
Act, 2013 read with the Companies (Accounts) Rules, 2014, Companies (Indian Accounting
Standards) Rules, 2015 and other applicable provisions and Regulation 34(2) of Listing
Regulations, the Consolidated Financial Statements of the Company and its subsidiaries for
FY 2022-23 along with Auditor's Report thereon forms part of this Annual Report.
These statements have been prepared on the basis of audited financial statements received
from the subsidiary companies as approved by their respective Boards.
Pursuant to the provisions of Section 136 of the Companies Act, 2013,
Annual Report of the Company, containing therein its standalone and consolidated financial
statements along with relevant documents and separate audited financial statements in
respect of each of the subsidiaries, are available on the website of the Company,
www.centuryply.com under the Investors' section.
The Financial Statements along with audit reports thereto in respect of
the Company's subsidiaries are available for inspection by the Members at the
Registered Office of the Company and that of the respective subsidiaries during working
days between 11.00 A.M. and 1.00 P.M. Shareholders interested in obtaining a copy of the
audited financial statements of the subsidiary companies may write to the Company
Secretary at the Company's registered office.
PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS
Details of loans, guarantees and investments under the provisions of
Section 186 of the Companies Act, 2013 read with the Companies (Meetings of Board and its
Powers) Rules, 2014 and schedule V of the Listing Regulations, as on 31st March, 2023, are
set out in Annexure 2' hereto and forms a part of this Report. The particulars
of loans and investments have also been disclosed in notes to the Financial Statements.
The aggregate of loans, guarantees given and investments made by the
Company in accordance with Section 186 of the Companies Act, 2013, does not exceed the
higher of sixty percent of its paid-up share capital, free reserves and securities premium
account or one hundred percent of its free reserves and securities premium account.
RELATED PARTY TRANSACTIONS
Your Company has drawn up a Policy on materiality of and dealing with
Related Party Transactions (RPT Policy'), in line with the provision of the
Companies Act and Listing Regulations. The Policy may be accessed on the Company's
website at:
https://www.centuryply.com/codes-policies/Policy-on-Materiality-of-and-dealing-with-related-party-transcations.
pdf. The Policy intends to regulate transactions between the Company and its Related
Parties based on applicable laws and regulations and also sets out the mechanism for
identification, approval, review and reporting of such transactions.
All contracts/ arrangements/ transactions with related parties, entered
into or modified by the Company during the Financial Year 2022-23, were on an arm's
length basis and not material'. The said transactions with Related Parties were
entered into for the benefit and in the interest of your Company and its stakeholders.
These transactions were, inter-alia, based on various considerations such as business
exigencies, synergy in operations, the policy of the Company and resources of the Related
Parties. During the year, all transactions entered into with related parties were approved
by the Audit Committee. Certain transactions, which were planned/ repetitive in nature or
unforeseen in nature, were approved through omnibus route. A statement of transactions
entered into pursuant to the approvals so granted is placed before the Audit Committee and
the Board of Directors on a quarterly basis. All the transactions were in compliance with
the applicable provisions of the Companies Act, 2013 and Listing Regulations. There are no
materially significant transactions with related parties which may have a potential
conflict with the interest of the Company at large.
During the year, your Company had not entered into any contract /
arrangement / transaction with related parties which could be considered material in terms
of the RPT Policy, requiring shareholders' approval under Regulation 23(4) of the
Listing Regulations or Section 188 of the Companies Act, 2013 read with Rules made
thereunder. Accordingly, the disclosure of Related Party Transactions as required under
Section 134(3) (h) of the Companies Act, 2013 read with Rule 8(2) of the Companies
(Accounts) Rules, 2014 in Form AOC-2 is not applicable. Members may refer Note No. 38 to
the Financial Statements which sets out the Related Party Disclosures pursuant to IND AS
and in terms of Regulation 34(3) read with Part A of Schedule V of the Listing
Regulations. The Company, in terms of Regulation 23 of the Listing Regulations submits
half-yearly disclosures of related party transactions to the stock exchanges and the same
can be accessed on the website of the Company, www.centuryply.com.
PUBLIC DEPOSITS
During the Financial Year 2022-23, the Company has not invited,
accepted or renewed any public deposits covered under Section 73 of the Companies Act,
2013 read with the Companies (Acceptance of Deposits) Rules, 2014. As such, no amount on
account of principal or interest on public deposits was outstanding as on the date of the
Balance Sheet. In terms of Rule 2(1)(c)(viii) of the Companies (Acceptance of Deposits)
Rules, 2014, the details of the amount received, if any, from the Directors of the Company
are provided in the Note Nos. 17 and 38 of the Standalone Financial Statements of the
Company.
AUDITORS
STATUTORY AUDITORS
M/s Singhi & Co, Chartered Accountants (ICAI Firm Registration No.
302049E) has been your Company's Auditors since 2014. In terms of the provisions of
Section 139 of the Companies Act, 2013 read with provisions of the Companies (Audit and
Auditors) Rules, 2014, as amended, the Members at the Thirty-Eighth Annual General Meeting
(AGM) held on 4th September, 2019, approved their re-appointment as Statutory
Auditors of the Company for a second term of five consecutive years, i.e., from the
conclusion of the Thirty-eighth AGM until the conclusion of Forty-third AGM to be held in
the calendar year 2024. The Statutory Auditors of the Company were present in the last
AGM.
Pursuant to Section 141 of the Companies Act, 2013 read with the
Companies (Audit and Auditors) Rules, 2014, M/s. Singhi & Co have represented that
they are not disqualified and continue to be eligible to act as the Auditor of the
Company. M/s. Singhi & Co. have also confirmed that they have been subjected to the
peer review process of the Institute of Chartered Accountants of India (ICAI) and holds a
valid certificate issued by the Peer Review Board of ICAI as required under Regulation
33(1)(d) of the Listing Regulations.
STATUTORY AUDITORS' REPORT
The Statutory Auditors' Report "with an unmodified
opinion", given by M/s. Singhi & Co, on the Standalone and Consolidated Financial
Statements of the Company for the Financial Year ended 31st March, 2023, is
appended in the Financial Statements forming part of this Annual Report. There has been no
qualification, reservation, adverse remark or disclaimer given by the Statutory Auditor in
their Report for the year under review.
The Notes on Financial Statements referred to in the Auditors'
Report are self-explanatory and do not call for any further comments.
SECRETARIAL AUDIT
Pursuant to the provisions of Section 204 of the Companies Act, 2013
read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and
Regulation 24A of the Listing Regulations, your Company had appointed M/s MKB &
Associates, a firm of Company Secretaries in Practice, as Secretarial Auditor to conduct
the Secretarial Audit of the Company for the Financial Year 2022-23. The Report of the
Secretarial Audit in Form MR-3 is appended hereto as Annexure 3'. The Report
does not contain any qualification, reservation, adverse remark or disclaimer.
REPORTING OF FRAUDS BY AUDITORS
In terms of Section 143(12) of the Companies Act, 2013, the Auditors
have not reported any instances of frauds committed in the Company by its Officers or
Employees during the year under review.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
I. INDEPENDENT DIRECTORS:
(a) CHANGES IN INDEPENDENT DIRECTORS
Pursuant to the provisions of Section 149 and 152 read with Schedule IV
of the Companies Act, 2013 and the Rules made thereunder, the shareholders at the Annual
General Meeting held on 21st September, 2022, inter alia, confirmed
re-appointment of Sri Probir Roy (DIN: 00033045) for a second term of three years from 1st
October, 2022 to 30th September, 2025 as Independent Director on the Board of
the Company.
The Company's remuneration policy provides criteria for the
selection, appointment and remuneration of Directors, which inter-alia, requires that the
Directors shall be of high integrity with relevant expertise and experience to have a
diverse Board. The Policy also lays down the positive attributes/criteria while
recommending the candidature for the appointment of a new Director.
Based on recommendation of Nomination and Remuneration Committee, the
Board of Directors, through a Circular Resolution passed on 26th March, 2022,
subject to approval of the shareholders, appointed Ms. Ratnabali Kakkar (DIN: 09167547) as
an Additional Director in the Independent category, not liable to retire by rotation, with
effect from 1st ?pril, 2022 for a term of five years ending on 31st
March, 2027, in place of Ms. Mamta Binani, whose second term got completed on 31st
March, 2022.
The Company had received a notice in writing from a member under
Section 160 of the Companies Act, 2013, proposing the candidature of Ms. Ratnabali Kakkar
for the office of Independent Director of the Company.
The Company had also received from Ms. Ratnabali Kakkar (i) consent to
act as Director in writing in Form DIR-2 pursuant to Rule 8 of Companies (Appointment and
Qualification of Directors) Rules, 2014, (ii) disclosure in Form DIR-8 pursuant to Rule
14(1) of the Companies (Appointment and Qualification of Directors) Rules, 2014 to the
effect that she is not disqualified under sub section (2) of Section 164 of the Companies
Act, 2013 and (iii) declaration to the effect that she meets the criteria of independence
as prescribed both in the Act and in the Listing Regulations.
Approval of the Members by way of Special Resolution, was sought
through Postal Ballot/ e-voting for appointment of Ms. Ratnabali Kakkar as an Independent
Director, not liable to retire by rotation, with effect from 1st ?pril, 2022
for a term of five years ending on 31st March, 2027 and the same was approved
by requisite majority on 24th May, 2022, being the last date specified for
E-voting.
Pursuant to the provisions of Section 149 and 152 read with Schedule IV
of the Companies Act, 2013 and the Rules made thereunder, the shareholders, at their
Annual General Meeting held on 9th September, 2020, inter-alia, had confirmed
appointment of Sri Amit Kiran Deb (DIN: 02107792) as an Independent Director with effect
from 1st April, 2020 to 30th September, 2023.
As per the provisions of Section 149(10) of the Companies Act, 2013,
Independent Directors can be re-appointed for a second term of up to five consecutive
years on passing of special resolution by shareholders of the Company and disclosure of
such appointment in its Board's report. Accordingly, in terms of Sections 149(10) and
149(11) of the Companies Act, 2013, the first term of Sri Amit Kiran Deb is due to expire
on 30th September, 2023. The Board of Directors at its meeting held on 4th
August, 2023, after considering the recommendations of the Nomination and Remuneration
Committee and on the basis of his performance evaluation and his consent and subject to
approval of the shareholders, recommended reappointment of Sri Amit Kiran Deb for a second
term of five years from 1st October, 2023 to 30th September, 2028 as
Independent Director on the Board of the Company, notwithstanding that he would be
attaining the age of 75 years on 26th December, 2023.
(b) DECLARATION BY INDEPENDENT DIRECTORS
Pursuant to the provisions of Section 149 (7) of the Companies Act,
2013 read with Rules made thereunder and in terms of Regulation 25(8) of Listing
Regulations, the independent directors have submitted declarations confirming that:
i. they meet the criteria of independence as prescribed under Section
149(6) of the Companies Act, 2013 read with Schedule and Rules framed thereunder and
Regulation 16(1)(b) of the Listing Regulations, as amended and that during the year, there
has been no change in the circumstances affecting their status as Independent Directors of
the Company;
ii. in terms of Regulation 25(8) of the Listing Regulations, they are
not aware of any circumstance or situation, which exist or may be reasonably anticipated,
that could impair or impact their ability to discharge their duties with an objective
independent judgment and without any external influence; In terms of Regulation 25(9) of
the Listing Regulations, the Board of Directors has ensured the veracity of the
disclosures made under Regulation 25(8) of the Listing Regulations by the Independent
Directors of the Company and is of the opinion that they fulfil the conditions specified
in the Act and the Listing Regulations and that they are independent of the management.
The Independent Directors have confirmed compliance with the
Company's Code of Conduct as formulated by the Company and also with the Code for
Independent Directors prescribed in Schedule IV to the Companies Act, 2013. As required
under Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014,
all the Independent
Directors of the Company have valid registration with the Independent
Director's database maintained by the Indian Institute of Corporate Affairs and also
completed the online proficiency test conducted by the Indian Institute of Corporate
Affairs, wherever required.
All the Directors of your Company have confirmed that they are not
disqualified from being appointed or continuing as Directors in terms of Section 164(2) of
the Companies Act, 2013 and Rule 14(1) of the Companies (Appointment and Qualification of
Directors) Rules, 2014.
During the year under review, the non-executive directors of the
Company had no pecuniary relationship or transactions with the Company, other than payment
of sitting fees, commission and reimbursement of expenses incurred by them for the purpose
of attending meetings of the Board / Committee / Independent Directors of the Company and
save and except one transaction as detailed in Note no. 38(b) of the Notes to the
Financial Statements.
(c) FAMILIARISATION PROGRAMME
Pursuant to Regulation 25(7) of the Listing Regulations and Schedule IV
of the Companies Act, 2013, the Company conducted a familiarization programme for all its
Independent Directors on 7th February, 2023, wherein a visit to the
Company's MDF manufacturing facility at Hoshiarpur, Punjab was organised. The
Independent Directors were given an overview of the plant operations, production
processes, important raw materials, finished goods, health and safety measures together
with environmental concerns. Independent Directors had an opportunity to have interactions
with HODs of various departments and functions including HR and marketing. For more
details on the familiarisation programmes imparted to Independent Directors, Members may
visit the Company's website,
https://www.centuryply.com/investor-information/familiarisation-program/Familiarisation-Programme-Details_2022-23.pdf.
Your Company has in place a structured programme for orientation and
training of the Independent Directors so as to enable them to understand the Company - its
operations, business, industry and environment in which it functions. Each Director of the
Company has complete access to any information relating to the Company. Independent
Directors have the freedom at all times to interact with the Company's management. A
detailed overview of the Company's familiarisation program can be accessed through
web-link:
https://www.centuryply.com/codes-policies/Familiarization-Programme-for-Independent-Directors.pdf.
On appointment of an Independent Director, the Company issues a formal
appointment, inter-alia, setting out his / her role, function, duties and
responsibilities. The newly Independent Director to the Board are provided an
induction-cum-familiarization kit containing Memorandum and Articles of Association of the
Company, organisational structure, set of major statutory and internal policies of the
Company, Board and Committee structure and details about the Company's subsidiaries.
The Company Secretary briefs the Director about their legal & regulatory
responsibilities as a Director.
The Company believes that an enlightened Board plays a pivotal role in
the overall governance processes of the Company. To this end, the Directors were empowered
with the knowledge of the latest developments with respect to significant amendments in
the Companies Act and SEBI Regulations and implication thereof. The Directors are
periodically updated on the performance/developments of the Company, new initiatives by
the Company, domestic/ overseas industry scenario, business model of the Company and its
strategic priorities.
The Company also arranges for visits to the Company's Plants to
enable them to get first hand understanding of the processes. Apart from in-house
programme, the Independent Directors are also encouraged to participate in various
training sessions to update and refresh their skills and knowledge. Each Director has
complete access to information relating to the Company. Independent Directors have the
freedom at all times to interact with the Company's management.
(d) STATEMENT REGARDING INDEPENDENT DIRECTOR
Independent Directors on your Company's Board bring a wealth of
industry experience to the Company and represents a good and diverse mix of
professionalism, knowledge and experience. In the opinion of the Board of Directors of
your Company, the Independent Directors comprise persons of high repute and possess
relevant expertise and experience in their respective fields. They demonstrate highest
level of integrity while maintaining confidentiality and identifying, disclosing and
managing conflict of interest.
II. NON- INDEPENDENT DIRECTORS:
(a) CHANGES IN NON-INDEPENDENT DIRECTORS
There has not been any appointment/ retirement/ resignation of
Non-independent Directors during the Financial Year ended 31st March, 2023.
(b) RETIREMENT BY ROTATION
In accordance with Section 152(6)(c) of the Companies Act, 2013, Sri
Rajesh Kumar Agarwal (DIN: 00223718) and Sri Prem Kumar Bhajanka (DIN: 00591512), being
longest in office, will retire by rotation at the ensuing Annual General Meeting of the
Company and being eligible, have offered their candidature for re-appointment as
Directors. In view of their considerable experience and contribution to the Company, the
Board recommends their re-appointment. Their detailed profiles and particulars of
experience, skill and attributes that qualify them for Board Membership together with
other details as required under the Companies Act, 2013, Secretarial Standards and Listing
Regulations, forms a part of the explanatory statement attached to the Notice of ensuing
Annual General Meeting of the Company.
III. KEY MANAGERIAL PERSONNEL
Pursuant to the recommendation of the Nomination and Remuneration
Committee, the Board of Directors at its meeting held on 7th February, 2023,
subject to approval of the shareholders, re-appointed Sri Prem Kumar Bhajanka and Sri
Vishnu Khemani as Managing Directors of the Company for a further period of five years
each with effect from 1st August, 2023. The Board of Directors of your Company
accordingly recommends the same for approval of the shareholders.
Apart from the above, there has not been any change in Key Managerial
Personnel during the Financial Year ended 31st March, 2023.
IV. INTER-SE RELATIONSHIPS BETWEEN THE DIRECTORS
None of the Directors of the Company are related inter-se, except for
Sri Keshav Bhajanka who is the son of Sri Sajjan Bhajanka, Chairman and Managing Director
and Ms. Nikita Bansal, who is the daughter of Sri Sanjay Agarwal, CEO & Managing
Director.
MEETINGS
MEETINGS OF BOARD OF DIRECTORS
During the year, the Board met four times, i.e., on 16th
May, 2022, 20th July, 2022, 10th November, 2022 and 7th
February, 2023. The details of these Meetings are given in the Corporate Governance Report
forming part of the Annual Report.
MEETINGS OF INDEPENDENT DIRECTORS
During the year under review, the Independent Directors met once on 7th
February, 2023 without the presence of Non-Independent Directors and members of the
Management inter alia to:
Review the performance of Non-Independent Directors, the Board
as a whole and that of its Committees;
Review the performance of the Chairman of the Company, taking
into account the views of Executive Directors and Non-Executive Directors; and
Assess the quality, content and timeliness of flow of
information between the Company's management and the Board which is necessary for the
Board to effectively and reasonably perform its duties.
MANAGERIAL REMUNERATION PARTICULARS OF MANAGERIAL REMUNERATION
Disclosure pertaining to remuneration and other details as required
under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed to this
Report as Annexure 4'. Your Directors state that none of the Executive
Directors of the Company received any remuneration or commission from any of its
Subsidiaries.
PARTICULARS OF EMPLOYEES
Statement containing particulars of Top 10 employees in terms of
remuneration drawn and the particulars of employees as required under Section 197 (12) of
the Companies Act, 2013 read with Rule 5(2) and (3) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 is provided in Annexure 4'
forming part of this report.
There was no employee receiving remuneration during the year in 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 Section 134(3)(c) and 134(5) of the Companies Act, 2013,
the Board of Directors, to the best of their knowledge and belief, states that it had:-
(i) followed the applicable accounting standards in the preparation of
the Annual Accounts for the year ended 31st March, 2023 along with proper
explanations relating to material departures, if any;
(ii) 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 31st
March, 2023 and of the profit of the Company for that period;
(iii) taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of the Companies Act, 2013 for
safeguarding the assets of the Company and for preventing and detecting fraud and other
irregularities;
(iv) prepared the Annual Accounts of your Company for the Financial
Year ended 31st March, 2023 on a going concern' basis;
(v) laid down internal financial controls to be followed by the Company
and that such internal financial controls are adequate and were operating effectively; and
(vi) devised proper systems to ensure compliance with the provisions of
all applicable laws and that such systems were adequate and were operating effectively.
MANAGEMENT DISCUSSION AND ANALYSIS
The Management Discussion and Analysis report, capturing your
Company's performance, industry trends and other material changes with respect to
your Company and its subsidiaries is presented in a separate section forming part of the
Annual Report. The Report provides a consolidated perspective of economic, social and
environmental aspects material to our strategy and our ability to create and sustain value
for our stakeholders and includes aspects of reporting as required by Regulation 34(2)(e)
read with Schedule V of the Listing Regulations.
CORPORATE GOVERNANCE
Centuryply believes in promoting the principles of sound Corporate
Governance and its endeavor is to uphold ethical business practices to ensure
transparency, integrity and accountability in its functioning which are vital to achieve
its vision of "Sarvada Sarvottam, - The Best Always." We consider it our
inherent responsibility to ensure transparency in our operations and disclose timely and
accurate disclosures to stock exchanges for enhancing and retaining investors trust.
Governance is integral to your Company's existence and its business structures,
values, cultures, policies and procedures are designed to ensure that the Company is
managed in a manner that meets stakeholder's aspirations and societal expectations.
The Company believes in achieving business excellence and optimizing
long-term value for its shareholders on a sustained basis through ethical business
conduct. Your Company is committed to adopt best Corporate Governance practices to boost
long-term shareholder value without compromising the rights of the minority shareholders.
Your Company complies with the applicable provisions of the Companies
Act, 2013 and applicable Secretarial Standards issued by the Institute of Company
Secretaries of India. Apart from complying with the mandatory requirements, your Company
also complies with certain discretionary requirements of Corporate Governance as specified
in Part E of Schedule II of the Listing Regulations.
In compliance with the provisions of Regulation 34 of the Listing
Regulations read with Schedule V of Listing Regulations, a Report on Corporate Governance
for the Financial Year ended 31st March, 2023 along with a Certificate issued
by M/s. MKB
& Associates, Company Secretaries in Practice, confirming
compliance with the requirements of Corporate Governance, forms a part of the Annual
Report.
CEO & CFO CERTIFICATION
In terms of Regulation 17(8) read with Schedule II Part B of the
Listing Regulations, a certificate from the Chief Executive Officer and Chief Financial
Officer of the Company addressed to the Board of Directors, inter alia, confirming the
correctness of the financial statements and cash flow statements for the Financial Year
ended 31st March, 2023, adequacy of the internal control measures and reporting
of matters to the Audit Committee, is provided elsewhere in this Annual Report.
RISK MANAGEMENT
Risks are unavoidable component of business. Thus, your Company focuses
on timely management of the key risks of your Company to prevent unfavourable
circumstances. Your Company has in place a robust and efficient mechanism for the
identification, assessment, quantification, control, mitigation and monitoring of the
risks. Our risk management framework ensures identification of emerging risks and after
assessing them, devises short-term and long-term actions to mitigate any risk which could
materially impact the Company's long-term goals. Major risks identified by the
businesses and functions are systematically addressed through mitigating actions on a
continuing basis. Your Company is conscious of how better risk management techniques may
provide early signals of probable threats to the Company so that they may be addressed in
time. Risk management process has been established across your Company and is designed to
identify, assess and frame a response to threats that may affect achievement of its
objectives. It is designed to manage rather than eliminate the risk of failure to achieve
business objectives and provides reasonable and not absolute assurance against material
misstatement or loss. Risk management is at the core of the operating structure of the
Company. Our risk management approach includes minimising undue concentrations of
exposure, limiting potential losses from stress events and ensuring the continued adequacy
of all our financial resources.
The Board shoulders the ultimate responsibility for the management of
risks and for ensuring the effectiveness of internal control systems. The Risk Management
Committee aids the Board by assessing and providing oversight to management relating to
identification and evaluation of the identified risks, including Sustainability,
Information Security, etc. The Committee is responsible for monitoring and reviewing the
risk management plan and ensuring its effectiveness. The Audit Committee has additional
oversight in the area of financial risks and controls.
The Company endeavours to continually sharpen its Risk Management
systems and processes in line with a rapidly changing business environment. The Company,
through its risk management process, aims to contain the risks within its risk appetite.
There are no risks which in the opinion of the Board threaten the existence of the
Company.
INTERNAL CONTROLS/ INTERNAL FINANCIAL CONTROLS AND THEIR ADEQUACY
The Company's internal controls are commensurate with the nature
of its business, the size and complexity of its operations. These have been designed to
provide reasonable assurance with regard to recording and providing reliable financial and
operational information, complying with applicable statutes, safeguarding assets from
unauthorized use, executing transactions with proper authorization and ensuring compliance
with corporate policies. Such controls have been tested during the year and no reportable
material weakness or significant deficiencies in the design or operation of internal
financial controls was observed. The Audit Committee regularly reviews the budgetary
control system of the Company as well as system for cost control, financial controls,
accounting controls, physical verification controls, etc. to assess the adequacy and
effectiveness of the internal control systems. Regular review of the established internal
controls system of the Company were undertaken and deficiencies in the design or operation
of such control, if any, was discussed with the Auditors and the Audit Committee and
suitable actions to rectify those deficiencies were recommended for implementation. Based
on its evaluation (as defined in section 177 of Companies Act 2013 and Clause 18 read with
Part C of Schedule II of the Listing Regulations), the Audit Committee has concluded that,
as of 31st March, 2023, the Company's internal financial controls were
adequate and operating effectively.
Your Company understands a strong internal controls framework is
imperative to carry on business in an orderly and efficient manner. In this context, your
Company has adequate
Internal Financial Controls System over financial reporting which
ensures that all transactions are authorized, recorded, and reported correctly in a timely
manner. The Company's Internal Financial Control over financial reporting is designed
to provide reliable financial information and to comply with applicable accounting
standards. The Company uses a state-of-the-art enterprise resource planning (ERP) system
that connects all parts of the organization, to record data for accounting, consolidation
and management information purposes.
The Company has laid down Standard Operating Procedures and policies to
guide the operations of the business. Functional heads are responsible to ensure
compliance with all laws and regulations and also with the policies and procedures laid
down by the Management. Robust and continuous internal monitoring mechanisms and review
processes ensure that such systems are reinforced on an ongoing basis and updated with new
/ revised standard operating procedures in order to align the same with the changing
business environment. The Company periodically tracks all amendments to Accounting
Standards and makes changes to the underlying systems, processes and financial controls to
ensure adherence to the same. All resultant changes to the policy and impact on financials
are disclosed after due validation with the statutory auditors and the Audit Committee.
Your Board reviews the internal processes, systems and the internal
financial controls and accordingly, the Directors' Responsibility Statement contains
a confirmation as regards adequacy of the internal financial controls. The statutory
Auditors of the Company, The Internal Financial Control of the company is analyzed and
audited for the compliances and accordingly the report under Section 143 of the Companies
Act, 2013 is prepared and the report on internal control over financial reporting as
issued by M/s. Singhi & Co., Statutory Auditors is annexed to the Independent
Auditor's Report. As per the Report, the Company has, in all material respects, an
internal financial controls system over financial reporting and such internal financial
controls over financial reporting were operating effectively as at 31st March,
2023 based on internal control over financial reporting criteria established by the
Company considering the essential components of internal control stated in the Guidance
Note on Audit of Internal Financial Controls over Financial Reporting issued by the
Institute of Chartered Accountants of India. We believe that these systems provide
reasonable assurance that our internal financial controls are designed effectively and are
operating as intended.
PERFORMANCE EVALUATION
The Independent Directors at their separate Meeting held on 7th
February, 2023, collectively reviewed the performance of the non-independent Directors,
the Board as a whole and that of its Committees. The performance of the Chairman of the
Company was also reviewed after taking into account the views of executive directors and
non-executive directors. The Independent Directors also assessed the quality, quantity and
timeliness of flow of information between the Company's management and the Board. The
Nomination and Remuneration Committee, at its Meeting held on 7th February,
2023, carried out evaluation of performance of all Independent
Directors. The Independent Directors were highly satisfied with the
overall functioning of the Board, its various committees and with the performance of other
Non-Executive and Executive Directors. They also appreciated the exemplary leadership role
of the Board Chairman in upholding and following the highest values and standards of
corporate governance.
The Board, at its meeting held on 7th February, 2023,
discussed and took on record the performance evaluation carried out by the Independent
Directors and by the Nomination and Remuneration Committee.Thereafter, the Board carried
out an evaluation of its own performance and that of its Committees. Performance
evaluation of all Directors was also carried out by the entire Board without the presence
and participation of the Director being evaluated. Parameters and process applied for
carrying out the evaluation has been discussed in detail in the Corporate Governance
Report.
As on outcome of the evaluation exercise, the performance of the Board,
its Committees and Individual Directors, including that of Chairman and Independent
Directors, was found to be satisfactory. It was noted that the Board as a whole has a
composition that represents appropriate balance of experience, skills, expertise, etc. and
that the Board is provided with adequate competitive and industry information to keep the
members upto date with industry landscape. The Board members functioned constructively
individually as well as a team. The Board is well-supported by the activities of each of
the Board Committees which ensure the right level of attention and consideration are given
to specific matters. It was noted that the Committees of the Board are functioning
smoothly in accordance with its respective charter which clearly defines their purpose,
roles, and responsibilities. Each Director on the Board is bringing to the table deep
functional experience, well proven strategic and critical thinking skills and sound
financial acumen, thereby aggregating a competent Board of Directors. The board meetings
were well run and the members of the Board acted with sufficient diligence and care. The
Chairman had been instrumental in fostering and promoting the integrity of the Board while
nurturing a culture where the Board works harmoniously for the long-term benefit of the
Company and all its stakeholders. Under the abled guidance of the Chairman, the Company
performs satisfactorily even in the adverse market conditions. He demonstrated efficient
leadership abilities by providing his continuous guidance to the Board with the objective
of creating long term value for the Company's stakeholders. The Chairman follows
utmost professionalism and objectivity in decision making.
Information is provided to the Board and Committee Members on a
continuous basis for their review, inputs and approval from time to time. The Independent
Directors reviewed the quality, content and timeliness of the flow of information between
the Management and the Board and its Committees and unanimously opined that the same is
proper, adequate and timely. The Directors freely interact with the Management on
information that may be required by them.
The evaluation process endorsed the Board Members' confidence in
the ethical standards of the Company, cohesiveness amongst the Board Members, constructive
relationship between the Board and the Management and the openness of the Management in
sharing strategic information to enable Board Members to discharge their responsibilities.
COMMITTEES OF BOARD OF DIRECTORS
The Committees of the Board are pillars of Corporate Governance and
they function as extended arms of the Board. The Board has seven Committees out of which
five have been mandatorily constituted in compliance with the requirements of Companies
Act, 2013 and Listing Regulations and two non-mandatory Committees have been constituted
to enhance the objectivity and independence of the Board's judgment and to increase
the efficacy of governance. The Board has adopted charters setting forth the roles and
responsibilities of each of the Committees. The Company Secretary officiates as the
Secretary of these Committees. The Board has constituted following Committees to deal with
matters and to monitor activities falling within their respective terms of reference:-
Mandatory Committees
Audit Committee
Nomination and Remuneration Committee Stakeholders Relationship
Committee Risk Management Committee Corporate Social Responsibility Committee
Non-mandatory Committees
Share Transfer Committee Finance Committee
Details of composition of the above Committees, their terms of
reference, number of meetings held during the year, attendance therein and other related
aspects are provided in the Corporate Governance Report forming part of the Annual Report.
There has been no instance where the Board has not accepted the recommendations of its
Committees.
POLICIES AND CODES REMUNERATION POLICY
The Board of Directors has framed a Remuneration Policy which lays down
a framework in relation to appointment and remuneration of Directors, Key Managerial
Personnel, Senior Management on the basis of their qualifications, positive attributes and
independence of a Director and other matters as required under Section 178(3) of the
Companies Act, 2013. .The aforesaid Policy is given in Annexure 5', which forms
part of this annual Report, and has also been posted on the website of the Company at
https://www.centuryply.com/codes-policies/ Remuneration-policy.pdf Your Company's
Remuneration Policy is designed to create a high performance culture. It enables the
Company to attract, retain and motivate employees to achieve results. Your Company's
Remuneration Policy is directed towards providing a well-balanced and performance-related
compensation package, taking into account shareholder interests, industry standards and
relevant Indian corporate regulations. Further, it aims to attract, retain and motivate
highly qualified members for the Board and other executive level and ensure their long
term sustainability. The Policy is designed to ensure that: a) the Company is able to
attract, retain and motivate highly qualified members for the Board and other executive
level and ensure their long term sustainability. b) the Company is able to provide a
well-balanced and competitive compensation package to its Executives, taking into account
their roles and position, shareholder interests, industry standards and relevant
regulations. c) remuneration of the Directors and other Executives are aligned with the
business strategy and risk tolerance, objectives, vision, values and long-term interests
of the Company.
Selection and procedure for nomination and appointment of Directors
The Nomination and Remuneration Committee (NRC') is
responsible for developing competency requirements for the Board based on the industry and
strategy of the Company. The Board composition analysis reflects in-depth understanding of
the Company, including its strategies, environment, operations, financial condition and
compliance requirements.
The NRC conducts a gap analysis to refresh the Board on a periodic
basis, including each time a Director's appointment or re- appointment is required.
The NRC reviews and vets the profiles of potential candidates vis-a-vis the required
competencies, undertakes due diligence, prior to making recommendations of their
nomination to the Board.
Criteria for determining qualifications, positive attributes and
independence of a Director
In terms of the provisions of Section 178(3) of the Companies Act, 2013
and Regulation 19 read with Schedule II of the Listing Regulations, the NRC has formulated
the criteria for determining qualifications, positive attributes and independence of
Directors, the key features of which are as follows:
Qualifications The Board nomination process
encourages diversity of thought, experience, knowledge, age and gender. It also ensures
that the Board has an appropriate blend of functional and industry expertise.
Positive Attributes - Apart from the duties of Directors
as prescribed in the Companies Act, 2013, the Directors are expected to demonstrate high
standards of ethical behaviour, communication skills and independent judgment. The
Directors are also expected to abide by the respective Code of Conduct as applicable to
them.
Independence - A Director will be considered
independent if he / she meets the criteria laid down in Section 149(6) of the Companies
Act, 2013, the Rules framed thereunder and Regulation 16(1)(b) of the Listing Regulations.
BOARD DIVERSITY POLICY
Your Company recognizes and embraces the importance of a diverse Board
in its success and aims to attract and maintain a Board which has an appropriate mix of
diversity, skills, experience and expertise. The Board composition as on the date of this
report meets the above objective. Your Company believes that attracting, recruiting and
retaining a diverse team at the Board level will enhance Company's reputation and
will help the Company in furtherance of its objectives. Your Company has over the years
been fortunate to have eminent persons from diverse fields as Directors on its Board. The
Company believes that a truly diverse Board leverages differences in thought, perspective,
knowledge, skill, regional and industry experience, cultural and geographical background,
age, ethnicity and gender that will help the Company retain its competitive advantage.
The Company's Policy on Board Diversity, formulated and adopted in
terms of Regulation 19 read with Part D of Schedule II of Listing Regulations sets out its
approach to diversity. This policy aims to address the importance of a diverse Board in
harnessing the unique and individual skills and experiences of the members in a way that
collectively benefits the organisation and business as a whole. The said Policy makes the
Nomination and Remuneration Committee of the Company responsible for monitoring and
assessing the composition and performance of the Board, as well as identifying
appropriately qualified persons to occupy Board positions.
The Board Diversity Policy of the Company is available on our website
at https://www.centuryply.com/codes-policies/Board-Diversity-Policy.pdf.
Moving beyond the Board, the Company also believes and puts into
practice the fact that diversity and inclusion at workplace helps nurture innovation, by
leveraging the variety of opinions and perspectives coming from employees with diverse
age, gender and ethnicity.
WHISTLE BLOWER POLICY/ VIGIL MECHANISM
Over the years, the Company has built a reputation for doing business
with honesty and integrity, and it has zero tolerance for any type of unethical behaviour
or wrongdoing. The Organization has in place a stringent vigil system to deal with ethical
transgressions in the organization. In terms of the requirements under Section 177 (9) and
(10) of the Companies Act, 2013 read with the relevant Rules, Regulation 22 of the SEBI
Listing Regulations and SEBI (Prohibition of Insider Trading) Regulations, 2015, as
amended, the Company has framed vigil mechanism/ whistle blower policy for Directors and
Employees to report their genuine concerns or grievances, about unethical behaviour,
actual or suspected fraud or violation of the Company's code of conduct or ethics
policy. The Policy is designed to ensure that whistle blowers may report genuine concerns
without fear of retaliation. It lays emphasis on the integrity at workplace and in
business practices, honest and ethical personal conduct, diversity, fairness and respect.
The vigil mechanism works with the objective to promote probity and integrity in
governance. During the year under review, there was no change in the Company's
Whistle Blower Policy. Your Company encourages honesty from and among its Employees and
promotes zero tolerance' towards corruption, illegal and unethical behaviour.
Your Company's Whistle Blower Policy/ Vigil mechanism provides a channel to the
Employees and Directors of the Company to report genuine concerns about unethical
behaviour, actual or suspected incidents of fraud or instances of leakage/ suspected
leakage of unpublished price sensitive information or violation of the Company's Code
of Conduct and/ or the Insider Trading Code adopted by the Company. The Policy also
provides complete confidentiality of the matter so that no unfair treatment is meted out
to the Whistle Blower for reporting any concern. The Policy provides that the Vigilance
and Ethics Officer of the Company investigates such incidents, when reported, in an
impartial manner and takes appropriate action to ensure that requisite standards of
professional and ethical conduct are always upheld.
The Audit Committee oversees the implementation of the Whistle Blower
Policy which provides for direct access to the Chairman/ CEO/ Chairman of the Audit
Committee in exceptional cases. The said policy is available on the Company's website
at: https://www.centuryply.com/codes-policies/Vigil-Mechanism-Policy-CPIL.pdf.
During the Financial Year ended 31st March, 2023, no case
was reported under this policy. Further, no employee or Director was denied access to the
Audit Committee or its Chairman.
RISK MANAGEMENT POLICY
The Company follows a consistent and comprehensive risk management
strategy at all levels. Company's Risk Management procedure covers all aspects which
may affect its working like, changes in business environment, Government policies,
competency requirements, manpower planning, safety of manpower, buildings and other
assets, currency risk management, data security, cyber security etc. Your Company's
policy on Risk Management is designed to minimise the adverse consequence of risks on
business objectives of the Company. The Risk Management Policy articulates the
Company's approach to address uncertainties in its endeavours to achieve its stated
and implicit objectives. Risk Management is an attempt to identify and then manage threats
that could severely impact or bring down the organisation.
We have a structured risk management process, which is overseen by the
Risk Management Committee. The Company's
RiskManagementCommitteeisentrustedwiththeresponsibility to frame, implement and monitor
the risk management plan for the Company. The Committee also monitors and reviews the risk
management plan and ensures its effectiveness. The Board is kept informed about the risk
assessment and minimization procedures. The risk management framework is reviewed
periodically by the Board and the Audit Committee. The Audit Committee has additional
oversight in the area of financial risks and controls. The major risks identified by the
businesses and functions are systematically addressed through mitigating actions on a
continuing basis.
The development and implementation of Risk Management Policy has been
covered in the Management Discussion and Analysis, which forms part of this report.
POLICY ON PREVENTION OF SEXUAL HARASSMENT
Your Company is an equal opportunity employer and has a gender neutral
approach in its hiring process and task assignments to its workforce. The Company is
committed to create a positive atmosphere at the workplace where a woman is encouraged to
come to work, secure in the knowledge that she will be treated with dignity, respect and
will be protected from harassment. We have adopted a Policy on Prevention of Sexual
Harassment in line with the requirements of the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013 and the Rules made thereunder to counter
any potential harassment or discrimination against women, resulting in their economic
empowerment and inclusive growth. All employees (permanent, contractual, temporary,
trainees) are covered under the said Policy.
The Policy serves as a guide for employees to report sexual harassment
cases at workplace and our process ensures complete anonymity and confidentiality of
information. The said Policy is available on your Company's website, www.
centuryply.com. The Company continuously invests in enhancing the awareness on the Policy
across its workforce. Further, the Company has complied with the provisions relating to
constitution of Internal Complaints Committee under Sexual Harassment of Women at
Workplace (Prevention, Prohibition and Redressal) Act, 2013 to redress complaints received
on sexual harassment. The ICC comprises of internal members and an external member who has
extensive experience in this field. Adequate workshops and awareness programme against
sexual harassment are conducted across the organization. Aggrieved women may report
complaints to the ICC formed for this purpose or to any member thereof or to the location
head, who is also a member of the ICC.
During the year, no complaint regarding sexual harassment was received.
DIVIDEND DISTRIBUTION POLICY
Your Company is deeply committed to driving superior value creation for
all its stakeholders. It continuously focuses on sustainable returns, through an
appropriate capital strategy for both medium term and longer term value creation.
Pursuant to Regulation 43A of Listing Regulations, the Board of
Directors of the Company have formulated and adopted a progressive and dynamic Dividend
Distribution Policy, keeping in view the immediate as well as long term needs of the
business. The same has been appended as Annexure 6' to this Report and is also
available on the Company's website at:
https://www.centuryply.com/codes-policies/CPIL-Dividend-Distribution-Policy.pdf.
The intent of the Policy is to broadly specify the parameters
(internal, external, financial, etc.) which the Company would take into consideration for
the purpose of ascertaining the amount of dividend to be declared. Our dividend
distribution policy is aimed at sharing prosperity with shareholders subject to
maintaining an adequate chest for liquidity and growth. The Policy sets out the
circumstances and different factors for consideration by the Board at the time of taking a
decision on distribution or retention of profits, in the interest of providing
transparency to the Shareholders. The Policy, inter alia, specifies the external and
internal factors including financial parameters that need to be considered while declaring
dividend and the circumstances under which the shareholders of the Company may or may not
expect dividend.
POLICY FOR DETERMINING MATERIALITY OF EVENTS/ INFORMATION
The Company's Policy for determination of materiality of events/
information has been designed to promote transparency and ensures that the stakeholders
are informed regarding the major and material events of the Company. The objective of this
policy is to put in place a framework for disclosure of events and information to the
stock exchanges, in line with the requirements prescribed under Regulation 30 of the
Listing Regulations and to ensure that such information is disclosed to the Stock
Exchanges in a timely and transparent manner. The Policy is available on the
Company's website at
https://www.centuryply.com/codes-policies/CPIL's-Policy-for-Determination-of-Materiality.pdf.
OTHER POLICIES
Policy on Material Subsidiaries', Policy on Corporate Social
Responsibility and Business Responsibility Policy has been discussed elsewhere in this
Report. Policy on Materiality of and dealing with Related Party Transactions, Policy for
Preservation of Documents, Archival Policy and Anti-Bribery and Anti- Corruption Policy
are some of the other policies formulated and adopted by the Board pursuant to the
requirement of Listing Regulations. These policies may be accessed on the Company's
website, www.centuryply.com.
CODE OF CONDUCT
Your Company has a documented Code of Conduct for members of its Board
and for Senior Management Personnel. It is in alignment with Regulation 17(5) of the
Listing Regulations and details thereof have also been included in the Corporate
Governance Report forming part of this Annual Report. The Code entails our values of
maintaining integrity at workplace and in business practices, honest and ethical personal
conduct, diversity, fairness and respect and avoidance of practices like bribery and
corruption. The Code intends to follow an ethical and transparent process in managing the
affairs of the Company and thereby reinforces the trust and confidence reposed in the
Management of the Company by all its stakeholders.
In line with the amendments in the SEBI (Listing Obligations and
Disclosure Requirements) (Amendment) Regulations, 2023, whereby, inter alia, the
definition of Senior Management' has been amended, your Company's Policy
on Code of Conduct for Directors and Senior Management was amended by the Board of
Directors at its meeting held on 7th February, 2023 and same became effective
from that date. This policy is available on the Company's website at:
https://www.centuryply.com/
codes-policies/Code-of-Conduct-for-Directors-and-Senior-Management-Executives.pdf All
members of the Board and Senior Management Personnel have affirmed compliance with the
Code of Conduct for Directors and Senior Management Personnel' for the
financial year 2022-23. A declaration to this effect signed by the CEO & Managing
Director is annexed in the Corporate Governance Report.
The Senior Management of the Company have made disclosures to the Board
confirming that there are no material financial and/or commercial transactions between
them and the Company that could have potential conflict of interest with the Company at
large.
CODEOFCONDUCTTOREGULATE,MONITOR AND REPORT TRADING BY DESIGNATED
PERSONS AND CODE OF PRACTICES AND PROCEDURES FOR FAIR DISCLOSURE OF UNPUBLISHED PRICE
SENSITIVE INFORMATION
Pursuant to Securities and Exchange Board of India (Prohibition of
Insider Trading) Regulations, 2015, your Company has laid down a comprehensive Code
of Conduct to regulate, monitor and report trading by Designated Persons' to preserve
the confidentiality and to prevent misuse of un-published price sensitive information. All
the Promoters, Directors and such other persons defined as designated persons and their
immediate relatives have a duty to adhere the aforesaid Regulations and the Code.
The key objective of the Code is to protect the interest of
shareholders at large, prevent misuse of any unpublished price sensitive information and
promote transparency and fairness in dealings in the securities of the Company. The Code
lays down guidelines, which advise on procedures to be followed and disclosures to be
made, while dealing in shares of the Company and cautions on the consequences of
non-compliances. The Code prohibits and deters the Promoters, Directors of the Company and
other specified employees and their relatives from dealing in the securities of the
Company on the basis of any unpublished price sensitive information available to them by
virtue of their position in the Company. The Code is available on the website of the
Company, www.centuryply.com. The Company Secretary of the Company acts as the Compliance
Officer for the purpose of the aforesaid Code to inter-alia monitor adherence to the SEBI
(Prohibition of Insider Trading) Regulations, 2015.
Your Company has adopted a Code of Practices and Procedures for Fair
Disclosure of Unpublished Price Sensitive Information. This Code lays down principles and
practices to be followed by the Company with respect to adequate and timely disclosure of
unpublished price sensitive information.
The Designated Persons of the Company have provided annual disclosure
of their shareholding and other information in the format prescribed in the Code.
CORPORATE SOCIAL RESPONSIBILITY
As a large-scale industrial player, Centuryply has considerable
responsibility to give back to the communities. Towards achieving our commitment in
bringing about a lasting and holistic impact on enhancement of social values, we have been
undertaking Corporate Social Responsibility (CSR) initiatives well before it became a
legal mandate. We treat CSR not as an obligation but as the very core of why business
exists to eventually share the wealth for prosperity of our communities. The CSR
activities of the Company encapsulate a large gamut of social activities including
promoting education, including special education & livelihood projects, creating
employability, enabling access to quality primary health care services, disaster relief
measures and environmental protection, with emphasis on local areas around our business
operations. The Company's CSR is an extension of its commitment to respond ethically
and contribute to economic development while improving life quality of the workforce,
local communities and society at large. Pursuant to Section 135 of the Companies Act, 2013
read with Schedule VII thereof and Rules made thereunder, the Company has undertaken CSR
activities, projects and programs primarily in the field of Education and Skill
Development, Health and Wellness, Environmental Sustainability, participating in relief
operations during natural disasters, while also pursuing CSR activities for the benefit of
the local community in the States in which it operates. During the year, the total CSR
expenditure incurred by your Company was H747.26 lac which was higher by H54.77 lac than
that statutorily required to be spent. The Company also has an amount of H71.03 lac and
H7.61 lac resulting out of excess spending in FY 2020-21 and FY 2021-22 respectively,
available for set off in succeeding financial years. In terms of Rule 4(5) of the
Companies (Corporate Social Responsibility Policy) Rules, 2014, Sri Arun Kumar Julasaria,
Chief Financial Officer of the Company certified that the Corporate Social Responsibility
expenditure made during the year 2022-23 has been utilised for the purpose and in the
manner as approved by the Board.
Composition of CSR Committee of your Company, attendance at the said
Meeting, terms of reference of the CSR Committee and other relevant details has been
provided in the Corporate Governance Report forming part of the Annual Report. The CSR
Committee has confirmed that the implementation and monitoring of CSR Policy is in
conformity with CSR objectives and policy of the Company and in compliance with Section
135 of the Companies Act, 2013.
Your Company's Policy on CSR was amended on 10th
November, 2022 and the same can be accessed on the Company's website at
https://www.centuryply.com/codes-policies/Policy-on-Corporate-Social-Responsibility.pdf.
The Company also amended its Annual Action Plan for CSR Activities for the FY 2022-23. The
Company's CSR Policy statement and annual report on the CSR activities undertaken
during the financial year ended 31st March, 2023, in accordance with Section
135 of the Act and Rule 8 of the Companies (Corporate Social Responsibility Policy) Rules,
2014 is set out in Annexure 7' to this Report.
BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT
Being a public listed Company, your Company understands that its
accountability is not merely to their shareholders from a revenue and profitability
perspective but also to the larger society which is also its stakeholder. At Centuryply,
we are committed to enhance value for our stakeholders together with economic and social
well-being of the society and minimising the direct and indirect adverse impact of our
operations on the environment. The Business Responsibility and Sustainability Report is
one of the avenues to communicate the Company's obligations and performance to all
its Stakeholders. To adapt ourselves to changing business dynamics, we have developed an
organised ecosystem to address new challenges and seize new opportunities while supporting
a more sustainable world. Sustainable development is integral to our business strategy.
Centuryply takes pride in its commitments towards protecting the environment, delivering
on its social responsibilities and good governance. The Company has always believed in the
power of partnerships to unlock long-term value for its stakeholders, in a responsible
manner. Your Company, as a responsible corporate citizen, recognizes that ethical conduct
in all its functions and processes is the cornerstone of a responsible business. Your
Company, through its various sustainability initiatives, focusses on creation of a future
ready organisation, which can pre-empt imminent challenges and address the needs of all
stakeholders. The Business Responsibility Policy adopted by your Company focuses on
developing and integrating a detailed sustainability vision into its long-term strategic
plan in a way that creates lasting value for its stakeholders whilst also building public
trust. This is premised on striking a proper balance between economic, social and
environmental performance in dealings with various stakeholders, thereby ensuring
sustainable development for the Company.
In accordance with Listing Regulations, the Company's Business
Responsibility and Sustainability Report describing the initiatives taken by the Company
from an environmental, social and governance perspective is appended as Annexure
8' to this Annual Report. The Report is aligned with National Voluntary
Guidelines on Social, Environmental and Economic Responsibilities of Business released by
Ministry of Corporate Affairs and is in accordance with Regulation 34(2)(f) of the Listing
Regulations. The Report describes the initiatives taken by the Company from an
environmental, social and governance perspective to enable Members to take well-informed
decisions and to have a better understanding of the Company's long term perspective.
MISCELLANEOUS ANNUAL RETURN
The Annual Return as required under Section 134(3)(a) and Section 92(3)
of the Companies Act, 2013, read with Rule 12 of the Companies (Management and
Administration) Rules, 2014 is available on the Company's website at https://www.
centuryply.com/investor-information/cpil-annual-return/MGT-7.pdf.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY REGULATORS / COURTS /
TRIBUNALS
There were no significant and material orders passed by the Regulators
or Courts or Tribunals during the year impacting the going concern status and the
operations of the Company in future.
COMPLIANCE WITH SECRETARIAL STANDARDS AND INDIAN ACCOUNTING STANDARDS
Your Directors state that during the Financial Year 2022-23, the
Company has complied with the applicable Secretarial Standards, i.e. SS-1 and SS-2
relating to "Meetings of the Board of Directors" and "General
Meetings" respectively. In the preparation of the Financial Statements, the Company
has also applied the Indian Accounting Standards (Ind AS) specified under Section 133 of
the Companies Act, 2013 read with Companies (Indian Accounting Standards) Rules, 2015.
CREDIT RATING
The Company has obtained credit rating for its Borrowing Programme viz.
Long-term/Short-term, Fund based/Non-fund based Facility limits from ICRA Limited. The
details of Credit Ratings are disclosed in the Corporate Governance Report, which forms
part of the Annual Report.
GREEN INITIATIVES IN CORPORATE GOVERNANCE
Your Company supports and welcomes the Green Initiative'
undertaken by the Ministry of Corporate Affairs, Government of India, permitting
electronic dissemination of notices, Annual Report and other communications through email
to Members whose email IDs are registered with the Company/ Depository Participant(s).Your
Company sends notices, Annual Report and other communications through email to Members
whose email IDs are registered with the Company/ Depository Participant(s). In line with
the Circulars issued by MCA and SEBI, the Company had circulated Notices and Annual Report
of the Company for the financial year ended 31st March, 2022 only through email
to all those Shareholders who have registered their email address for the said purpose.
With reference to relaxation provided by MCA and SEBI, Companies have been dispensed with
the printing and dispatch of Annual Reports to Shareholders. Hence, the Annual Report of
the Company for the Financial Year ended 31st March, 2023 would also be sent
only through e-mail to the Shareholders. Members can access all the documents relating to
Annual General Meeting from the Company's website at
centuryply.com/investors-new/investor-information.
We would greatly appreciate and encourage Members who have not yet
registered their e-mail address to register their e-mail address with their Depository
Participant in case the shares are held by them in electronic form and with RTA in case
the shares are held by them in physical form for receiving all communication including
Annual Report, Notices, Circulars etc. from the Company electronically. Members requiring
physical copies can send a request to the Company.
HUMAN RESOURCE DEVELOPMENT & INDUSTRIAL RELATIONS
Your Company values its employees and believes that the Company's
success is a result of the collective efforts of all of its employees. In today's
intensely dynamic markets, your Company follows a multipronged approach covering all the
key facets of employee development to make them more productive, efficient and integral to
the organisation. Your Company endeavours to create a work environment which is
collaborative and learning and growth oriented to enable employees to perform at their
full potential. Your Company's unique culture and robust People Practices &
Policies, inspire and ensure that every employee aspires to grow in the organization.
Onboarding the right people with the right skills, plays a vital role in shaping the
culture of the organization. On the industrial front, the Company maintained positive
Industrial Relations with its workforce throughout the year. Notwithstanding the
challenges posed by the ongoing pandemic, the enthusiasm and unstinting efforts of the
employees have enabled your Company to remain at the forefront of the Industry and to
achieve ever high targets.
The Company's cloud-based HR portal Adrenalin'
facilitates end-to-end HR functioning including payroll and appraisals and is integrated
with the Company's present ERP system. The Company's intranet portal
centurion' continues to serve as an interactive platform, bringing employees
together and closer to the management besides keeping them informed of the happenings in
the Company. Besides this, the Centurion Help-desk', a Whatsapp group, also
facilitates time bound resolution of employee grievances.
The Company has a robust performance evaluation process through which
individual goals are aligned to organizational goals so that the individuals and the
organisation grow in tandem. In our quest to remain robust and competitive in people
processes your Company in partnership with Mercer Mettl introduced Psychometric
Assessments for lateral hirings at various levels.
The Company strongly believes that hiring the best available talent,
who share the same values and work ethic develops a positive and productive work
environment. We understand that employee well-being is essential to maintaining our
leading business performance. We maintain a collaborative, inclusive, non-discriminative
and safe work culture, and provide equal opportunities to all employees. We believe that
such an enabling environment is essential for us to deliver value for our customers,
shareholders and communities.
Long-service award are being organised to recognize the loyalty and
commitment of employees. Performance recognition through initiatives like representation
on the Company's monthly merit board, Sarvada Sarvottam Ambassadors' and
Star Centurion' are also being carried out on a regular basis. All these
initiatives coupled with quick grievance resolution mechanisms have enabled the Company to
create a highly motivated pool of professionals and skilled workforce that share a passion
and vision of the Company.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO
Information on conservation of energy, technology absorption and
foreign exchange earnings and outgo as stipulated under Section 134 of the Companies Act,
2013 read with the Companies (Accounts) Rules, 2014, is set out in the Annexure
9' to this report.
PROCEEDING UNDER INSOLVENCY AND BANKRUPTCY CODE, 2016
There are no proceedings, either filed by the Company or against the
Company, pending under the Insolvency and Bankruptcy Code, 2016 as amended, before the
National Company Law Tribunal or other Courts as on 31st March, 2023.
ONE TIME SETTLEMENT OF LOANS TAKEN FROM BANKS/ FINANCIAL INSTITUTIONS
The Company serviced all the debts & financial commitments as and
when they became due and no settlements were entered into with the bankers.
COST AUDIT
Maintenance of cost records and requirement of cost audit as prescribed
under the provisions of Section 148(1) of the Companies Act, 2013 are not applicable for
the business carried out by the Company.
INVESTOR EDUCATION AND PROTECTION FUND
As per the provisions of Sections 124 and 125 of the Companies Act,
2013 ("Act") read with the Investor Education and Protection Fund Authority
(Accounting, Audit, Transfer and Refund) Rules, 2016, read with the relevant circulars and
amendments thereto, ("IEPF Rules"), any money transferred to the Unpaid Dividend
Account of a Company which remains unpaid/ unclaimed for a period of seven years from the
date of such transfer shall be transferred by the Company along with interest accrued (if
any) thereon to Investor Education and Protection Fund' (IEPF) constituted by
the Central Government. Accordingly, the Company had transferred to IEPF H8,00,334/- in
respect of Members whose dividend were unpaid/ unclaimed for the Financial Years 2014-15
(Final) and 2015-16 (Interim). Members are requested to note that the unclaimed dividend
amount for the Financial Year ended 31st March, 2017 will be due for transfer
to IEPF on 8th September, 2024. In view of this, the Shareholders who have not
claimed the dividend for this period and for subsequent periods, are requested to lodge
their claim with the Company. The Company regularly sends reminder letters through
electronic and/or physical means to all those shareholders whose dividend are lying
unclaimed for any year/(s) during the last seven years requesting them to claim the same.
Pursuant to provisions of Section 124(6) of the Act, read with IEPF
Rules, all shares on which dividend has not been paid or claimed for seven or more
consecutive years are required to be transferred to IEPF. Accordingly, as on date, your
Company has transferred 114264 shares (on which dividend remained unpaid or claimed for
seven or more consecutive years) held by 447 shareholders to the demat account of IEPF
authority. The Company had communicated to all the concerned shareholders individually
whose shares were liable to be transferred to IEPF, requesting the shareholders to claim
their dividends in order to avoid transfer of shares/dividend to the IEPF. The Company had
also given newspaper advertisements, before making such transfer. In accordance with the
provisions of IEPF Rules, the Company has also placed on its website www.centuryply. com,
information on dividends which remain unclaimed with the Company as on the date of closure
of financial year. The information is also available on the website of the Ministry of
Corporate Affairs.
Members are requested to note that, both the unclaimed or unpaid
dividend and corresponding shares transferred to the IEPF including all benefits accruing
on such shares, if any, can be claimed back from IEPF Authority by them by submitting an
online application in web Form No. IEPF-5 available on the website www.iepf.gov.in and
sending a physical copy of the same, duly signed to the Company, along with requisite
documents enlisted in the said form. For detailed procedure, shareholders may refer Rule 7
of the IEPF Rules.
In accordance with the IEPF Rules, the Board of Directors have
appointed Sri Sundeep Jhunjhunwala, Company Secretary of the Company, as the Nodal Officer
for the purpose of coordination with the IEPF Authority.
ANNEXURES
Annexures forming part of this Board's Report
The Annexures referred to in this Report containing information
required to be disclosed are annexed as under:
Annexure Particulars
1 Statement containing salient features of the financial statements of subsidiaries/
associate companies/ joint ventures
2 Details of Loans, Guarantees and Investments
3 Secretarial Audit Report
4 Particulars of Employees and Managerial Remuneration
5 Remuneration Policy
6 Dividend Distribution Policy
7 Report on Corporate Social Responsibility
8 Business Responsibility and Sustainability Report
9 Particulars of conservation of energy, technology absorption and foreign exchange
earnings and outgo
APPRECIATIONS AND ACKNOWLEDGEMENTS
Your Company has maintained healthy, cordial and harmonious industrial
relations at all levels. The Directors express their gratitude for the commitment,
solidarity, dedication and the tireless efforts put in by every member of the Centuryply
family. To them goes the credit for the Company's achievements and realization of new
performance milestones.
Your Directors are particularly grateful to the Banks, Central and
State Governments and their Departments, the Local Authorities, Securities and Exchange
Board of India, BSE Ltd., National Stock Exchange of India Ltd. and other Regulatory
bodies for their continued guidance and support. Your continued support and unstinted
confidence encourage us towards fulfillment of our corporate vision.
Your Directors express their appreciation for the co-operation and
support given to the Company by its vendors, dealers, business associates, consultants,
bankers, financial institutions, auditors, solicitors and other stakeholders during the
year. The trust and confidence reposed by the customers in the Company and its products is
especially cherished. The Company looks upon them as partners in its progress and has
shared with them the rewards of growth.
Your Directors place on record their sincere thanks to the valuable
contribution made by all the front-line workers and Centuryply's exceptionally
talented employees who are instrumental in your Company scaling new heights, year after
year. Your Directors appreciate the commendable efforts, teamwork and professionalism of
the employees of the Company.
Finally, the Directors wish to place on record their special
appreciation to the valued Shareholders of the Company who have reposed faith in us.
For and on behalf of the Board of Directors |
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Sajjan Bhajanka |
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(DIN: 00246043) |
Kolkata, 4th August, 2023 |
Chairman & Managing Director |
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