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    Greenpanel Industrie Director Report

    BSE:542857  |  NSE:GREENPANELEQ  |  IND:Laminates/Plywood/Boards  |  ISIN code:INE08ZM01014  |  SECT:Building Materials

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    You can view full text of the Director's Report for Greenpanel Industries Ltd.
    Director Report
    Mar 2023

    Your directors have the pleasure of presenting their 6th annual report on the business and operations of the company along with the audited financial statements for the financial year ended March 31, 2023.

    FINANCIAL HIGHLIGHTS

    The financial performance of your company, for the year that ended on March 31, 2023, is summarised below:

    ('' in Lakhs)

    Particulars

    FY 2023

    FY 2022

    Standalone

    Consolidated

    Standalone

    Consolidated

    Revenue from Operations

    1,78,285.99

    1,78,285.99

    1,62,443.27

    1,62,503.87

    Profit before finance charges, Tax, Depreciation/Amortisation (PBITDA)

    42,871.07

    43,587.10

    42,628.97

    43,939.29

    Less: Finance Charges

    1,868.42

    1,904.24

    1,646.15

    1,709.81

    Profit before Tax and Depreciation/Amortisation (PBTDA)

    41,002.65

    41,682.86

    40,982.82

    42,229.48

    Less: Depreciation

    6,898.22

    7,197.10

    6,799.38

    7,335.74

    Net Profit before Exceptional items and Tax

    34,104.43

    34,485.76

    34,183.44

    34,893.74

    Exceptional items

    (2,428.70)

    610.07

    -

    -

    Net Profit before Tax (PBT)

    31,675.73

    35,095.83

    34,183.44

    34,893.74

    Provision for tax / Tax expenses

    (8,679.55)

    (9,444.35)

    (10,847.03)

    (10,847.03)

    Profit/(Loss) after Tax (PAT)

    22,996.18

    25,651.48

    23,336.41

    24,046.71

    Add: Net other comprehensive income

    263.60

    263.60

    (127.98)

    (127.98)

    Total comprehensive income (net of taxes)

    23,259.78

    25,915.08

    23,208.43

    23,918.73

    Add: Balance brought forward from earlier year

    35,108.05

    33,953.10

    13,739.03

    11,873.78

    Amount available for appropriation

    58,367.83

    59,868.18

    36,947.46

    35,792.51

    Less: Dividend paid on equity shares

    1,839.41

    1,839.41

    1,839.41

    1,839.41

    Balance carried to Balance Sheet

    56,528.42

    58,028.77

    35,108.05

    33,953.10


    RESULT OF OPERATIONS AND THE STATE OF THE COMPANY’S AFFAIRS

    During the year under review, your company achieved revenue from operations of ''1,78,285.99 lakhs as against ''1,62,443.27 lakhs in the previous year, resulting in an increase in revenue of 9.75% compared to the previous year. The profit after tax for the financial year 2022-23 was ''22,996.18 lakhs as against ''23,336.41 lakhs in the previous year, resulting in a decrease in net profit of 1.46% compared to the previous year.

    Exports during the year 2022-23 were ''24,745.21 lakhs as against ''23,205.15 lakhs during the previous year, resulting in an increase of 6.64%. Your company is continuously trying to locate new export markets for its products and sees good potential for growth in the export business.

    As per the consolidated financial statements, the revenue from operations and profit after tax for the financial year 2022-23 were ''1,78,285.99 lakhs and ''25,651.48 lakhs, respectively, as against ''1,62,503.87 lakhs and ''24,046.71 lakhs, respectively, in the previous year, resulting in an increase in the consolidated revenue from operations and profit after tax of 9.71% and 6.67%, respectively, compared to the previous financial year.

    The company has a pioneering presence in India and has played a missionary role in creating a pan India market for MDF

    products. Being the leader in producing and dealing in MDF products, your company is the preferred partner of choice for many real estate projects, offices, and home builders. Your company continues to focus on having a comprehensive product range, servicing clients at every point of the price spectrum, and retaining and reinforcing its market share in the organised sector with a pan-India distribution network. Your company is continuously expanding its dealer network in different parts of the country and is present across different price points to cater to the needs of all customers across the high-end, mid-market, and value-for-money segments. The company’s pan-India distribution network ensures easy availability of products in almost every part of India.

    COVID-19 - IMPACT, MEASURES AND OPPORTUNITIES

    Impact

    During the year under review, there was no major impact of COVID-19 on the operations of the company.

    Measures

    The company has continued to take preventive measures such as wearing masks, sanitising, social distancing, thermal screening, and swab testing within office premises and plants to prevent the spread of COVID-19. The company has provided

    adequate group Mediclaim insurance coverage for the treatment of employees and their dependent family members.

    Opportunities

    Due to the slowdown in COVID-19 cases, the demand for real estate projects picked up rapidly, which created an increasing demand for building materials. The shift of human interest towards the environment and hygiene continued to create a good market for MDF products in India.

    OUTLOOK AND EXPANSION

    Despite uncertainties and challenges faced due to geopolitical issues, the Russia-Ukraine war, the company’s outlook remains favorable on account of its product integration capabilities, increasing brand visibility, dealership expansion, and the continuous support from its stakeholders. The wood panel market is one of the major verticals of the interior infrastructure, comprising materials used in building furniture. Such materials include plywood, engineered wood panels, and decorative surface products. Your company is currently operating primarily in the structural sphere of the interior infrastructure domain, with all the products in its basket catering to the structural needs of the customers. The demand for ready-made furniture manufactured with engineered panels like medium density fiberboard (MDF), is growing rapidly. Demand for personalised furniture and MDF products is expected to rise further due to the shift of focus towards hygiene. Your company is continuously trying to increase its market share of high margin products. Growing customer awareness, brand consciousness, and a plethora of choices at the disposal of consumers are encouraging product innovation and quality focus from the organised players.

    India is one of the largest furniture markets in the world, which is primarily driven by a rising national population, rapid urbanisation, growing demand for quality products, growth in real estate projects, increasing per capita income, and the thrust of young generations towards a better lifestyle. This is likely to promote a strong demand for MDF, plywood, and allied products in India. Innovations and use of technology will help the MDF industries to grow further at a faster pace with high profits in the future. With wider choice, product innovation and warranty being offered by organised players, customers are putting more focus on this segment and trusting reputed brands like us.

    During the year under review the company has initiated a brown field project of expansion of installed capacity of MDF with annual capacity of 2,31,000 CBM per annum. The commercial production of the above project is expected in Q1 FY 2025.

    Your directors are confident of achieving better results in the coming years.

    SUBSIDIARY AND JOINT VENTURE

    As on March 31, 2023, your company has one overseas wholly owned subsidiary (WOS) viz. Greenpanel Singapore Pte. Ltd., in Singapore. The subsidiary was initially engaged in the business of promotion, distribution, export and trading of the company’s panel products, wooden flooring and allied products. The operation of WOS is transferred to the company’s Singapore branch.

    CHANGE(S) IN THE NATURE OF BUSINESS

    There has been no change in the business of the company during the year under review.

    CONSOLIDATED FINANCIAL STATEMENTS

    For the period under review, the company has consolidated the financial statements of its wholly owned subsidiary, viz., Greenpanel Singapore Pte. Ltd., Singapore. In accordance with the third proviso of Section 136(1) of the Companies Act, 2013, the annual report of the company, containing therein its standalone and consolidated financial statements, has been placed on the company''s website. Further, as per the fourth proviso of the said section, audited annual accounts of the subsidiary company have also been placed on the website of the company. Shareholders interested in obtaining a copy of the audited annual accounts of the subsidiary company may send a request to the company secretary. Pursuant to section 129(3) of the Companies Act 2013, read with rule 5 of the Companies (Accounts) Rules, 2014, a statement containing salient features of the financial statements of the company’s wholly owned subsidiary in form AOC-1 is annexed to this report marked Annexure - I.

    CREDIT RATING

    Our strong commitment towards financial discipline and continuous performance growth has also translated into upgrading our external credit rating by CARE Ratings Limited for long-term bank facilities of ''149.50 crores from CARE A to CARE A with a stable outlook and for long-term and short term bank facilities of ''115 crores from CARE A/CARE A1 to CARE A /CARE A1 with a stable outlook. CARE ratings also upgraded the rating of short-term bank facilities of ''5 crores from CARE A1 to CARE A1 .

    Additionally, ICRA Limited has also upgraded the long-term rating to [ICRA]A from [ICRA]A, with a positive outlook for long term bank facilities of ''240 crores, and the short-term rating to [ICRA]A1 from [ICRA]A1, with a stable outlook for short term bank facilities of ''100 crores.

    DIVIDEND

    Your directors recommended and paid an interim dividend of 150% on the face value of ''1 per share, i.e., ''1.50 per equity share, on the company’s 12,26,27,395 equity shares for the financial year 2022-23.

    The details of the dividend paid will be placed at the ensuing annual general meeting for confirmation by the members. The dividend pay-out is in accordance with the dividend distribution policy of the company adopted by the board of directors in their meeting held on August 14, 2019. The dividend distribution policy is uploaded to the company''s website.

    TRANSFER TO RESERVES

    Your directors do not propose transferring any amount to the general reserve for the financial year 2022-23.

    CHANGE IN SHARE CAPITAL

    During the year under review, there was no change in the share capital of the company.

    DIRECTORS AND KEY MANAGERIAL PERSONNEL

    The details of the directors and key managerial personnel of the company are provided as follows:

    Sl.

    No.

    Name

    Designation

    1

    Mr. Shiv Prakash Mittal

    Executive Chairman

    2

    Mr. Shobhan Mittal

    Managing Director and CEO

    3

    Mr. Salil Kumar Bhandari

    Independent Director

    4

    Mr. Mahesh Kumar Jiwrajka

    Independent Director

    5

    Mr. Arun Kumar Saraf

    Independent Director

    6

    Ms. Shivpriya Nanda

    Independent Director

    7

    Mr. Vishwanathan Venkatramani

    Chief Financial Officer

    8

    Mr. Lawkush Prasad

    Company Secretary and VP-Legal

    In accordance with the provisions of the Companies Act, 2013 and the articles of association of the company, Mr. Shiv Prakash Mittal [DIN: 00237242] shall retire by rotation at the ensuing annual general meeting and, being eligible, offer himself for re-appointment.

    None of the directors of your company are disqualified under the provisions of section 164(2)(a) and (b) of the Companies Act, 2013 and a certificate in accordance with Regulation 34(3) read with Schedule V Para-C Sub clause 10(i) of the Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, dated May 1, 2023, received from M/s. T. Chatterjee & Associates, company secretaries certifying that none of the directors on the board of the company have been debarred or disqualified from the appointment or continuation as directors of the companies by SEBI/Ministry of Corporate Affairs or any such statutory authority, is annexed to the corporate governance report.

    Ms. Sushmita Singha (DIN: 02284266), Independent Women Director of the Company, resigned from the Board of the

    company w.e.f. April 7, 2022, due to preoccupation and confirmed that there is no other reason other than those stated in her resignation letter dated April 7, 2022. Ms. Sushmita Singha ceased to be a member of the audit committee, nomination and remuneration committee, and corporate social responsibility committee of the board of directors of the company w.e.f. April 7, 2022, due to her resignation from the board of the company. The company appointed Ms. Shivpriya Nanda, as an independent woman director of the company w.e.f. July 6, 2022, and she has been inducted as a member of the audit committee w.e.f. July 22, 2022.

    The board is of the opinion that the newly appointed independent director, Ms. Shivpriya Nanda, is a person of integrity and possesses relevant expertise and experience. Further, all the independent directors of the company have complied with the requirement of including their names in the data bank of independent directors maintained by the Indian Institute of Corporate Affairs. Mr. Salil Kumar Bhandari and Ms. Shivpriya Nanda are not required to pass the online proficiency self-assessment test in terms of the proviso of Rule 6(4) of the Companies (Appointment and Qualification of Directors) Rules, 2014.

    INDEPENDENT DIRECTORS

    For the financial year 2022-23, the company has received declarations from all the independent directors, viz., Mr. Salil Kumar Bhandari [DIN: 00017566], Mr. Mahesh Kumar Jiwrajka [DIN: 07657748], Ms. Shivpriya Nanda [DIN: 01313356], and Mr. Arun Kumar Saraf [DIN: 00087063], confirming that they meet the criteria of independence as prescribed under Section 149(6) of the Companies Act, 2013 and Regulations 16 and 25 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

    The first term of five years of Mr. Salil Kumar Bhandari and Mr. Mahesh Kumar Jiwrajka will be completed on August 5, 2023, and they are eligible for re-appointment for a further term of five years subject to the approval of shareholders in the general meeting.

    MEETINGS OF THE BOARD OF DIRECTORS

    Five (5) board meetings were held during the financial year ending on March 31,2023. The details of the board meetings, their dates, and the attendance of each of the directors have been provided in the corporate governance report.

    PERFORMANCE EVALUATION

    Pursuant to the provisions of the Companies Act, 2013 and other applicable provisions, the independent directors, in their meeting held on January 30, 2023, evaluated the performance of the non-independent directors of the company, board as a whole and assessed the quality, quantity, and timeliness of the flow of information between the company’s management and the board. The board has carried out the annual performance

    evaluation of the directors individually, its committees, and the workings of the board as a whole. The criteria for evaluation are outlined below:

    a. For non-executive independent directors:

    • Knowledge and skills

    • Professional conduct

    • Duties, roles, and functions

    • Rendering independent and unbiased opinions and judgements

    • Attendance and active participation in meetings of the board

    • Assistance in implementing corporate governance practices.

    • Updating of skills and knowledge

    • Information regarding the external environment

    • Understanding and assessment of risk management

    • Raising concerns, if any, to the board

    • Study of the agenda in depth prior to the meeting

    • Contribution towards the formulation and implementation of strategy for achieving the goals of the company.

    b. For Executive Directors:

    • Performance as a member

    • Working expertise

    • Evaluating business opportunities and analysing risk-reward scenarios

    • Professional conduct and integrity

    • Sharing of information with the board

    • Attendance and active participation in the board meetings and meetings of members of the company

    • Whether a difference of opinion was voiced in the meeting

    • Assistance in implementing corporate governance practices.

    • Review of the integrity of financial information and risk management

    • Updating of skills and knowledge

    • Information regarding the external environment

    • Raising concerns, if any, to the board

    • ensures the implementation of the decisions of the board.

    • Ensures compliance with applicable legal and regulatory requirements.

    • Alignment of the company’s resources and budgets with the implementation of the organisation’s strategic plan

    • Creativity and innovation in creating new products.

    • Understanding of the business and products of the company

    c. For Committees of the Board:

    • Adequate and appropriate written terms of reference

    • The volume of business handled by the committee was set at the right level.

    • Whether the committees work in an ‘inclusive’ manner

    • Effectiveness of the board’s committees with respect to their role, composition, and interaction with the board

    • Are the committees used to their best advantage in terms of management development, effective decision-making, etc.?

    • Attendance and active participation of each member in the meetings

    • Review of the action taken reports and followups thereon

    d. For Board of Directors as a whole:

    • Setting clear performance objectives and how well it has been performed against them.

    • Contribution to the testing, development, and strategy

    • Contribution to ensuring robust and effective risk management.

    • The composition of the board is appropriate, with the right mix of knowledge and skills sufficient to maximise performance in light of future strategy.

    • Effectiveness of inside and outside board relationships

    • Responding to the problems or crises that have emerged.

    • Updating with the latest developments in regulatory environments and the market in which the company operates

    • Role and functioning of the board on these matters.

    • Framing policies and procedures for statutory

    compliance, internal financial control, and

    safeguarding the interests of the company.

    The Directors have expressed their satisfaction with the evaluation process.

    FAMILIARISATION PROGRAMME

    The details of the familiarisation programme undertaken by the company during the year have been provided in the corporate governance report, along with a web link to it.

    AUDITORS AND THEIR REPORTS AND RECORDS

    (i) Statutory Auditor:

    The shareholders of the company at their 1st annual general meeting held on August 28, 2018, approved the appointment of M/s. S. S. Kothari Mehta & Co., Chartered Accountants (ICAI Firm Registration No. 000756N) as the statutory auditors of the company to hold office for a term of 5 (five) years from the conclusion of the 1st annual general meeting, until the conclusion of the 6th annual general meeting to be held in the calendar year 2023, i.e. the ensuing annual general meeting. They are qualified for reappointment for a further term of 5 years in compliance with the provisions of Section 139 of the Companies Act, 2013.

    The statutory auditors’ report on the standalone and consolidated financial statements of the company for the financial year ending on March 31, 2023, forms part of this annual report. The notes on financial statements referred to in the auditors’ report are self-explanatory and, therefore, do not call for further clarification. There is no qualification, reservation, adverse remark, or disclaimer made by the statutory auditors of the company in their statutory audit report, and hence, no explanation or comments of the board are required in this regard.

    (ii) Maintenance of Cost Records:

    During the year under review, maintenance of cost records as specified by the central government under Section 148(1) of the Companies Act, 2013 was not applicable to the company.

    (iii) Secretarial Auditor:

    Pursuant to the provisions of Section 204 of the Companies Act, 2013, read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the board of directors of the company, at their meeting held on July 22, 2022, reappointed M/s. T. Chatterjee & Associates, Practising Company Secretaries, having office at 152, S.P. Mukherjee Road, Kolkata-700026, for conducting the secretarial audit of the company for the financial year 2022-23. The secretarial audit report in form MR-3 for the financial year ending on March 31, 2023, is annexed herewith marked Annexure-III. There is no qualification, reservation, adverse remark, or disclaimer made by the secretarial auditor of the

    company in their secretarial report in form MR-3, and hence, no explanation or comments of the board are required in this regard.

    (iv) Internal Auditor:

    The company has appointed Mr. Aditya Bansal, a chartered accountant, as its internal auditor. The internal auditor is submitting his report on a quarterly basis to the audit committee of the board of directors.

    AUDIT COMMITTEE

    As of March 31, 2023, the audit committee of the company consisted of four non-executive independent directors, viz., Mr. Salil Kumar Bhandari as chairman, Mr. Mahesh Kr. Jiwrajka, Mr. Arun Kumar Saraf, and Ms. Shivpriya Nanda, and one executive-promoter director, Mr. Shiv Prakash Mittal, as a member.

    The committee, inter alia, reviews the internal control system, reports of the internal auditor, compliance with various regulations, and evaluates the internal financial controls and risk management system of the company. The committee also reviews at length the financial statements and financial results before they are placed before the board. The terms of reference of the committee and the details of the committee meetings are provided in the corporate governance report.

    NOMINATION AND REMUNERATION COMMITTEE

    As of March 31, 2023, the nomination and remuneration committee of the company consists of three non-executive independent directors, viz., Mr. Salil Kumar Bhandari as chairman, Mr. Mahesh Kumar Jiwrajka, and Mr. Arun Saraf as members.

    The terms of reference of the committee and the details of the committee meetings are provided in the corporate governance report. The summary of the remuneration policy of the company, prepared in accordance with the provisions of Section 178 of the Companies Act 2013, read with Part D of Schedule II of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, is provided in the corporate governance report. This policy applies to all the executives of the company and extends to the remuneration of nonexecutive directors, including the principles of selection of the independent directors of the company. The board of directors has adopted the remuneration policy at the recommendation of the committee. This policy is applicable to all employment agreements of the executives entered into after the approval of the policy and changes made to the existing employment agreements of the executives thereafter. The remuneration policy is uploaded on the website of the company. The weblink is https://www.greenpanel.com/wp-content/uploads/2019/11/ Remuneration-Policy.pdf

    In terms of the provisions of clause (e) of Section 134(3) read with Section 178(3) of the Companies Act, 2013, the nomination and remuneration committee, while appointing a director, considers the following criteria for determining qualifications, positive attributes, and independence:

    Qualification: diversity of thought, experience, industry knowledge, skills, and age.

    Positive Attributes: Apart from the statutory duties and responsibilities, the directors are expected to demonstrate a high standard of ethical behavior, good communication skills, leadership skills, and impartial judgement.

    Independence: A director is 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 SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

    STAKEHOLDER RELATIONSHIP COMMITTEE

    As of March 31,2023, the stakeholder’s relationship committee of the company comprises one non-executive independent director, viz., Mr. Mahesh Kumar Jiwrajka, as chairman, and two promoter directors, viz., Mr. Shiv Prakash Mittal and Mr. Shobhan Mittal, as members. The terms of reference of the committee and the details of the committee meetings are provided in the corporate governance report.

    RISK MANAGEMENT COMMITTEE

    As of March 31, 2023, the risk management committee consists of two executive directors: Mr. Shiv Prakash Mittal, Executive Chairman, Mr. Shobhan Mittal, Managing Director, and CEO; and one independent director, Mr. Arun Kumar Saraf. The brief terms of reference of the committee and the details of the committee meetings are provided in the corporate governance report.

    RISK MANAGEMENT POLICY

    In terms of the provisions of Regulation 21 of SEBI (Listing Obligations and Disclosure Requirements), 2015, the board of directors of the company has an approved risk management policy in place. The risk management committee and the board of directors of the company have identified potential non-financial risks to the company that, in the opinion of the board, may threaten its existence. The risk management committee and the board have developed a mitigation plan for potential risks to the company and are regularly monitoring them. Financial risks of the company are monitored by the audit committee, and non-financial risks are managed by the risk management committee of the board of directors of the company and reviewed by the board from time to time.

    VIGIL MECHANISM

    Pursuant to the provisions of sections 177(9) and (10) of the Companies Act 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015, a vigil mechanism policy for directors and employees to report genuine concerns has been implemented. The policy safeguards whistleblowers'' rights to report concerns or grievances and provides direct access to the chairman of the audit committee. The policy is available on the website of the company, and a weblink to the same has been provided in the corporate governance report.

    ANNUAL RETURN

    A copy of the annual return as required under sections 92(3) and 134(3)(a) of the Companies Act, 2013 is available on the website of the company at https://www.greenpanel.com/ annual-return

    MATERIAL CHANGES AND COMMITMENTS

    There have been no material changes or commitments affecting the financial position of the company since the close of the financial year, i.e., since March 31,2023, and to the date of this report.

    SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS, COURTS, AND TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND THE COMPANY’S OPERATIONS IN THE FUTURE.

    During the period under review, no significant material order has been passed by any Regulators/Courts/Tribunals impacting the going concern status and the company’s operation in future.

    INTERNAL FINANCIAL CONTROLS

    Your company has, in all material respects, an adequate internal financial control system over financial reporting and such internal financial controls over financial reporting are operating effectively based on the internal control over financial reporting criteria established by the company considering the essential components of internal control. Your company has laid down guidelines, policies, procedures, and structure for appropriate internal financial controls across the company. These control processes enable and ensure orderly and efficient conduct of the company’s business, including safeguarding of assets, prevention and detection of frauds and errors, the accuracy and completeness of the accounting records and timely preparation and disclosure of financial statements. Review and control mechanisms are built in to ensure that such control systems are adequate and operating effectively.

    A report on the internal financial controls of the company, as required under clause (i) of sub-section 3 of section 143 of the Companies Act, 2013, issued by M/s. S.S. Kothari Mehta & Co., Chartered Accountants (ICAI Firm

    Registration No. 000756N), forming part of independent auditor’s report and the same is self-explanatory.

    CORPORATE SOCIAL RESPONSIBILITY

    The corporate social responsibility committee has formulated and recommended to the board, a corporate social responsibility policy describing the activities to be undertaken by the company, which has been approved by the board and is available on the company’s website.

    The composition of the corporate social responsibility committee is provided in the annual report on corporate social responsibility (CSR) activities. The average net profits of the company for the last three financial years are ''13,443.76 lakhs, and accordingly, the prescribed CSR expenditure during the year under review shall not be less than ''268.88 lakhs (i.e., 2% of the average net profits of the company for the last three financial years). During the year under review, the company spent an amount of ''231.61 lakhs on its CSR activities as against ''268.88 lakhs, and an unspent amount of ''37.27 lakhs on ongoing projects are lying with the company for the year.

    The unspent amount of CSR of ''37.27 lakhs for the financial year 2022-23 has been transferred to a separate bank account opened with a schedule bank, and the same will be utilised in ongoing CSR projects within the next three financial years.

    The annual report on CSR activities is annexed as Annexure-IV to this report.

    INSURANCE

    Your company’s properties, including buildings, plants, machinery, and stocks, among others, are adequately insured against risks.

    LOANS, GUARANTEES, OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT, 2013

    The company has not granted any loans or advances, given guarantees during the year under review under the provisions of Section 186 of the Companies Act, 2013. Further, the company has an investment of a net value of ''2205.85 lakhs in its wholly owned subsidiary, M/s. Greenpanel Singapore Pte. Ltd., incorporated in Singapore as of March 31, 2023, post impairment of losses of ''3038.77 lakhs incurred by WOS.

    DEPOSITS

    During the financial year 2022-23, the company did not invite or accept any deposits from the public under Section 76 of the Companies Act, 2013.

    RELATED PARTY TRANSACTIONS

    There are no materially significant related-party transactions made by the company that may have a potential conflict with

    the interests of the company. Related party transactions that were entered into during the year under review were on an arm''s-length basis and were in the ordinary course of business. The particulars of related party transactions as per Section 188(1) of the Companies Act 2013 that were entered into on an arm’s length basis are provided in Form AOC-2 as required under Section 134(3)(h) of the Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014, which is annexed herewith as Annexure-II. Further, suitable disclosure as required by the accounting standards (Ind AS 24) has been made in the notes to the financial statements. The board had approved a policy for related party transactions on August 14, 2019.

    Pursuant to SEBI Circular No. SEBI/HO/CFD/CMD1/ CIR/P/2022/40 dated March 30, 2022, regarding clarification on the applicability of Regulation 23 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, in relation to related party transactions, the board revised its policy on related party transactions on May 6, 2022, and updated the same on the company’s website: https://www. greenpanel.com/wp-content/uploads/2022/07/Related-Party-Transactions-Policy.pdf

    CORPORATE GOVERNANCE REPORT

    A detailed report on corporate governance for the financial year 2022-23, pursuant to the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, along with an auditor’s certificate from statutory auditor M/s. S.S. Kothari Mehta & Co., Chartered Accountants (ICAI Firm Registration No. 000756N), on compliance with the conditions of corporate governance, is annexed to this report.

    MANAGEMENT DISCUSSION AND ANALYSIS REPORT

    The management discussion and analysis report for the financial year 2022-23, pursuant to the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, is given as a separate statement in the annual report.

    BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

    As stipulated under regulation 34(2)(f) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the business responsibility and sustainability report describing the initiatives taken by the company from an environmental, social, and governance perspective is enclosed and forms part of the annual report.

    CEO AND CFO CERTIFICATION

    Pursuant to Regulation 17(8) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the CEO and CFO certification as specified in Part B of Schedule II thereof is annexed to the Corporate Governance Report.

    Further, in terms of regulation 33(2)(a) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Managing Director and CEO and the Chief Financial Officer of the company also provide a quarterly certification that the financial results do not contain any false or misleading statement or figures and do not omit any material fact while placing the financial results before the Board for approval.

    CODE OF CONDUCT FOR DIRECTORS AND SENIOR MANAGEMENT PERSONNEL

    The code of conduct for directors and senior management personnel has been uploaded to the company''s website. The Managing Director and CEO of the company has made a declaration that all directors and senior management personnel concerned have affirmed compliance with the code of conduct with reference to the financial year ending on March 31, 2023. The declaration is annexed to the corporate governance report.

    DISCLOSURE REGARDING COMPLIANCE WITH APPLICABLE SECRETARIAL STANDARDS

    The company has complied with all the mandatory applicable secretarial standards issued by the Institute of Company Secretaries of India and approved by the Central Government under Section 118(10) of the Companies Act, 2013.

    CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS, AND OUTGO

    The information required under section 134(3)(m) of the Companies Act, 2013, read with rule 8(3) of the Companies (Accounts) Rules, 2014, is annexed to this report as Annexure - V.

    DIRECTORS’ RESPONSIBILITY STATEMENT

    In terms of the provisions of Section 134(3)(c) read with Section 134(5) of the Companies Act, 2013, your directors state that:

    • I n the preparation of the annual financial statements for the financial year ending on March 31, 2023, the applicable accounting standards have been followed along with a proper explanation relating to material departures, if any.

    • The directors have selected such accounting policies, applied them consistently, and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit of the company for that period.

    • The directors have 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 preventing and detecting fraud and other irregularities.

    • The directors have prepared the annual accounts on a going concern basis.

    • The directors have laid down internal financial controls to be followed by the company, and that such internal financial controls are adequate and were operating effectively and

    • The directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

    FRAUD REPORTING

    There have been no frauds reported by the auditors of the company to the audit committee or the board of directors under sub-section (12) of section 143 of the Companies Act, 2013 during the financial year 2022-23.

    CONSTITUTION OF THE INTERNAL COMPLAINTS COMMITTEE

    Pursuant to the requirement under the Sexual Harassment of Women at Workplace (Prevention, Prohibition, and Redressal) Act 2013, an internal complaints committee has been duly constituted by the company, and the composition of the same is disclosed in the policy on prevention of sexual harassment at the workplace, which is uploaded on the company''s website.

    DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

    No case was filed under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, during the year under review.

    PARTICULARS OF EMPLOYEES

    The information required under Section 197(12) of the Companies Act, 2013 read with Rules 5(1), 5(2), and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed to this report as Annexure-VI.

    APPLICATION OR PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016

    Your company has neither made any application nor has any proceedings pending under the Insolvency and Bankruptcy Code, 2016, during the financial year 2022-2023.

    ONE-TIME SETTLEMENT

    Your company has not made any one-time settlements against loans taken from banks or financial institutions during the financial year 2022-2023.

    UNPAID DIVIDEND ACCOUNT

    In compliance with the provisions of Section 124 of the Companies Act, 2013, a sum of ''37,702.50, the unclaimed dividend from the interim dividend declared by the company for the financial year 2022-23, was transferred to the unpaid dividend account.

    Any money lying in the above unpaid dividend account that remains unpaid or unclaimed for a period of seven years from the date of such transfer shall be transferred by the company, along with any interest accrued thereon, to the Investor Education and Protection Fund pursuant to Section 124(5) of the Companies Act, 2013.

    SOP FINES IMPOSED BY STOCK EXCHANGES

    i. The company had received notices under regulation 23(9) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, demanding a fine of ''17,700/- from the National Stock Exchange of India Limited and BSE Limited regarding delayed-compliance of disclosure of related party transactions on a consolidated basis. The company has paid the fine to both exchanges.

    ii. National Stock Exchange of India Limited and BSE Limited both imposed a fine of ''35,400 each on the company for delay in the constitution of the nomination and remuneration

    committee pursuant to regulation 19(1) of SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015. There was a delay of 15 days in the reconstitution of the nomination and remuneration committee due to the resignation of Ms. Sushmita Singha. The company has paid the fine amount to both exchanges, and the nomination and remuneration committee has also been reconstituted on July 22, 2022.

    ACKNOWLEDGEMENTS

    Your directors place on record their sincere thanks and appreciation for the continuing support of financial institutions, consortiums of banks, vendors, clients, investors, the central government, state governments, and other regulatory authorities. The directors also place on record their heartfelt appreciation for the commitment and dedication of the employees of the company across all levels, who have contributed to the growth and sustained success of the company.

    For and on behalf of the Board of Directors

    Shiv Prakash Mittal

    Place: Gurgaon Executive Chairman

    Date: May 6, 2023 DIN: 00237242

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