Date: 13 August, 2021: Scrip Code: 532548 Scrip Name-Centuryply
Date: 13 August, 2021: Scrip Code: 532548 Scrip Name-Centuryply
Pursuant to Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015,
we enclose herewith a copy of the Annual Report of the Company for the Financial Year 2020-21. A copy of
Notice convening Annual General Meeting on Wednesday, 8th September, 2021 at 11:00 A.M. through Video
Conferencing (“VC”) / Other Audio Visual Means (“OAVM”) is also attached herewith.
Thanking you,
Yours faithfully,
For Century Plyboards (India) Ltd.
Digitally signed by Sundeep Jhunjhunwala
DN: cn=Sundeep Jhunjhunwala,
email=sundeepj@centuryply.com, c=IN
Date: 2021.08.13 17:50:05 +05'30'
Company Secretary
Encl: As above
CENTURYPLY
C E N T U R Y P LY B O A R D S ( I N D I A ) L I M I T E D www.centuryply.com
AR
2020-21
NEW
CENTURY
DARING | DISRUPTIVE | DIGITAL
Contents
Part1: Spirit of NEW century Part 4: The enablers 86
Our laminates business
08 47
Chairman and MD’s overview ESG framework 90
Environmentally responsible
Part 2: Performance 58
Financial structure 93
14 Socially responsible
Our performance over the years 60
Our product development
16 Statutory reports
Performance review for 2020-21 62 96
Research and development Board’s report and its annexures
Part 3: Value creation
65 151
27 Digital Centuryply Management discussion and
Enhancing shareholder value analysis
74
32 Global presence 161
Our stakeholder value-creation Corporate governance report
report, 2020-21 76
Process excellence
36 Financial statements
Our brands report, 2020-21 Part 5: Business segments 195
Standalone financials
38 81
Performance review of our brands Our plywood business 261
Consolidated financials
Forward-looking statement:
In this Annual Report, we on the management’s plans We cannot guarantee underlying assumptions
have disclosed forward- and assumptions. We have that these forward- prove inaccurate, actual
looking information tried wherever possible to looking statements will results could vary materially
to enable investors to identify such statements be realised, although we from those anticipated,
comprehend our prospects by using words such as believe we have been estimated or projected.
and take informed ‘anticipates’, ‘estimates’, prudent in our assumptions. Readers should bear this
investment decisions. This ‘expects’, ‘projects’, The achievement of in mind. We undertake
report and other statements ‘intends’, ‘plans’, ‘believes’ results is subject to risks, no obligation to publicly
- written and oral – that and words of similar uncertainties and even update any forward-looking
we periodically make, substance in connection inaccurate assumptions. statements, whether as a
contain forward-looking with any discussion of Should know or unknown result of new information,
statements that set out future performance. risks or uncertainties future events or otherwise.
anticipated results based materialise, or should
Corporate Information
BOARD OF DIRECTORS COMMITTEES
Chairman and Managing Director Audit Committee Share Transfer
Sri Sajjan Bhajanka Sri J.P. Dua (Chairman) Committee
Sri Naresh Pachisia Sri Rajesh Kumar
Executive Directors Independent Directors Sri Probir Roy Agarwal (Chairman)
Sri Sanjay Agarwal Sri Amit Kiran Deb Sri Rajesh Kumar Agarwal Sri Ajay Baldawa
Sri Prem Kumar Bhajanka Sri Debanjan Mandal Sri Keshav Bhajanka
Nomination and
Sri Vishnu Khemani Sri J.P. Dua Risk Management
Remuneration Committee
Sri Ajay Baldawa Smt. Mamta Binani Committee
Sri Sunil Mitra (Chairman)
Sri Keshav Bhajanka Sri Probir Roy Sri Sanjay Agarwal
Smt. Mamta Binani
Smt. Nikita Bansal Sri Sunil Mitra (Chairman)
Sri Vijay Chhibber
Sri Rajesh Kumar Agarwal Sri Vijay Chhibber Sri Keshav Bhajanka
Corporate Social
Sri Naresh Pachisia Sri Arun Kumar Julasaria
Responsibility Committee
Sri Debanjan Mandal
Chief Financial Officer Company Secretary Sri Sajjan Bhajanka
Sri Arun Kumar Julasaria Sri Sundeep Jhunjhunwala (Chairman) Finance Committee
Sri Rajesh Kumar Agarwal Sri Sajjan Bhajanka
(Chairman)
AUDITORS BANKERS Sri Sunil Mitra
Sri Sanjay Agarwal
Statutory Auditors Indian Bank Stakeholders Relationship
Sri Rajesh Kumar
M/s Singhi & Co. Committee
Union Bank of India Agarwal
Chartered Accountants Smt. Mamta Binani
HDFC Bank
161, Sarat Bose Road (Chairperson)
Kolkata 700026 DBS Bank India Ltd. Sri Rajesh Kumar Agarwal
Standard Chartered Bank Smt. Nikita Bansal
Secretarial Auditors
Yes Bank Ltd.
M/s MKB & Associates
Company Secretaries
8, Camac Street
Kolkata-700017
03
Centuryply is more
than a brand that
consumers respect.
It is a brand that
04
people love.
ANNUAL REPORT 2020-21
05
The promoters are aided by a team of professionals
across a range of competencies and possessing a rich
industry experience.
The Company’s strategic direction is being directed
by a Board with Directors comprising professionals of
standing drawn from various fields.
The Company’s manufacturing facilities are located
in Joka (West Bengal), Guwahati (Assam), Kandla
(Gujarat), Chennai (Tamil Nadu), Karnal (Haryana) and
Hoshiarpur (Punjab). The units in
Roorkee (Uttarakhand), Myanmar, Laos
and Gabon are managed by the
Company’s subsidiary
companies.
CENTURY PLYBOARDS (INDIA) LIMITED ANNUAL REPORT 2020-21
06
The CenturyPLY
eco-system
What we How we utilised How we
brought to our our assets in enhanced
business 2020-21 value
8.77 74 1,261.21
% laminates capacity H Crore, total net worth on
Laminate manufacturing the Company’s books, 31
utilisation (102% in 2019-
capacity (Million sheets per March 2021
20)
annum)
54,000 72 21
07
Particle boards
manufacturing capacity % MDF capacity utilisation % of revenues derived
(CBM per annum) (82% in 2019-20) from products launched
in the four years ending 31
March 2021
1,56,000
Container freight station
capacity, TEU’s (twenty- 25
foot equivalent units) % share of India’s
organised plywood sector
(estimated), 2020-21
6
MW, solar renewable
energy generation capacity
CENTURY PLYBOARDS (INDIA) LIMITED ANNUAL REPORT 2020-21
08
PA R T
1
Spirit
of new century
SAJJAN BHAJANKA
Chairman and Managing Director
In 1996, the Company faced its most The result is that our manufacturing
09
ever performance (revenues and profits) generated better margins and we finished
within a year. the year with more cash on our books
than at any time in our existence.
Never was this spirit more tested than
during 2020 when we never knew What I want to assure shareholders is
whether the consumption markets would that this is not just an instance of a rise in
be closed for one week, one months or the level of the water raising the level of
six months following the imposition of the all ships. This is an outperformance that
lockdown. could be the beginning of a new phase in
our existence.
The team at Century Plyboards could
have gone into hibernation and waited During this phase, we expect to replicate
for the markets to reopen. Interestingly, the growth that we achieved in the last
it was during this lockdown period that I couple of decades in only the next few
perceived a new face of our Company. years.
A company that continued to trust the Our best is round the corner.
deep Indian consumption potential.
A company that continued to believe
that people would wish to live in better
homes.
Manufacture the most
Get it right first time
Maximise ‘A’ grade proportion
Moderate costs
Prepay debt
Invest out of accruals
Minimise inventories
Shrink the working
capital cycle
Moderate receivables
Grow with no interest
outflow
CENTURY PLYBOARDS (INDIA) LIMITED
Widening market leadership
PA R T
Performance
A new Century was increasingly
visible across every successive
quarter of 2020-21
Year, 2020-21 Quarter one Quarter two Quarter three Quarter four
Revenues
(H Crore) 200.68 519.82 654.36 738.62
EBITDA
(H Crore) 5.45 87.09 111.22 130.48
Profit after tax
(8.49) 51.44 65.88 83.23
Cash profit
(H Crore) 5.78 67.65 82.10 99.15
The financial hygiene of our business
Year, 2020-21
EBITDA
margin %
Quarter one
2.7
Quarter two
16.8
Quarter three
17.0
Quarter four
17.7 13
Interest
cover (x) (1.75) 39.57 88.45 39.82
Interest
outflow (H 5.05 1.79 1.07 2.88
Crore)
How we transformed in the last few years
Revenues Definition
Year-on-year movement in sales, net of taxes (if any)
(H Crore)
Why is this measured?
It showcases the Company’s ability to enhance sales, a number that can be
compared with sectorial peers.
2020-21 2,113.48 What does it mean?
Aggregate sales decreased by 7.4% to 2,113.48 Crore in 2020-21 due to the
2019-20 2,282.68 effects of the COVID-19 pandemic.
Value impact
2018-19 2,263.83 The Company grew faster than the sectorial average, which resulted in
market share growth in 2020-21.
2017-18 2,002.04
14
EBITDA Definition
ANNUAL REPORT 2020-21
Definition
EBITDA margin EBITDA margin is a profitability measure used to assess a company’s ability
(%) to generate a surplus (pre-interest, depreciation and tax) on a rupee of
sales, expressed as a percentage
Why is this measured?
The EBITDA margin provides a lucid insight into the company’s earning
2020-21 15.82
capacity, which can be compared across companies within the same sector
What does it mean?
2019-20 13.80
This demonstrates the buffer available within the company to absorb
interest and tax outflow and after making a provision for depreciation
2018-19 13.50
Value impact
The Company reported a 202 bps increase in EBITDA margin during 2020-
2017-18 15.90 21, following cost reduction and higher realisations
RoCE Definition
It is a financial ratio that measures a company’s profitability and the
(%) efficiency with which its capital is employed in the business
Why is this measured?
RoCE is a useful metric for comparing profitability across companies based
2020-21 20.00 on the amount of capital they use – especially in capital-intensive sectors.
What does it mean?
2019-20 17.60 Enhanced RoCE can influence valuation and perception.
Value impact
2018-19 17.88 The Company reported a 240 bps increase in RoCE during 2020-21.
2017-18 17.21
2017-18 0.63
15
debt cost (potentially leading to higher margins).
2019-20 7.60 What does it mean?
Enhanced cash flows; strengthened a case for improved credit rating for
successive declines in debt cost
2018-19 6.66
Value impact
2017-18 4.88 The debt cost of the company declined 157 bps during the year.
4 lockdown learnings
A liquid and
CENTURY PLYBOARDS (INDIA) LIMITED
The Company reported 86% in the third quarter and a growing consumer appetite.
increasing capacity utilisation 96% in the fourth quarter. This Besides, this larger output
through the course of the improved throughput was provided our Company with
year after the first quarter. the result of the commitment a wider base across which to
Plywood manufacturing of our manufacturing teams cover fixed costs, the basis of our
17
capacity utilisation (26% of our across seven locations to increased profitability.
revenues) strengthened from sweat our equipment, deliver a
63% in the second quarter to larger throughput and service
Performance: Research
The most courageous initiatives products with the assurance no better juncture to enhance
that Century Plyboards of killing viruses on surfaces. consumer well-being. The
implemented during the When we launched this feature, integration of Virokill into our
year under review was its we were cautioned by well- product mix had a transformative
decision to launch a unique meaning industry observers that impact; the speed with which
feature called Virokill as early perhaps the market sentiment the feature was accepted by
as the second quarter of the was premature. We trusted our consumers was among the
financial year under review. This judgement on the grounds that quickest in years, endorsing the
nanotechnology-driven feature in a market where the biggest Company’s capacity to seize the
(not a product) was embedded priority of our customer was day.
into our plywood and laminate safety, there could perhaps be
PERFORMANCE REVIEW FOR 2020-21
At Century Plyboards, there is to market more. Sales velocity their feedback can be collected
a term gaining credence: sales is about creating a system by and acted upon in minutes. The
velocity. Sales velocity is not which the Company’s feet-on- result: quicker response that
about dumping products on the-street follows a scientific translates enquiry into sales
trade partners coupled with route map, is empowered with across thousands of places.
financial incentives to get them technology tools and where
recognised that in the usual to remain liquid even during moderation programme as per
preoccupation to maximise the worst end of the business employee seniority, coupled
manufacturing and sales, there is cycle. The Company engaged with the assurance of correcting
always a possibility of increasing a globally respected consultant the remuneration in the event
ANNUAL REPORT 2020-21
The Company’s CFS business more than 34% capacity of H82.33 Crore and EBITDA of
continued to perform creditably utilisation. The CFS business is H24.20 Crore; EBITDA margin
despite the affected first quarter. margins-accretive and profitable. in this business was 29.4%
The Kolkata Port reported a busy During the year under review, our compared with 33.8% in 2019-20.
2020-21; our business delivered CFS business reported revenues
Taking the business ahead The Company is attractively (EBITDA divided by interest
placed to shrink the payback outflow) climbed from 6.65 in
At Century Plyboards, we are
from this investment. Despite 2019-20 to 25.17 in 2020-21,
engaged in graduating our
over H900 Crore in capital indicating that the Company was
business to the next level.
expenditure in the last six cash-rich.
The Company is engaged in
brownfield and greenfield years, long-term debt on the
We believe that by the virtue
capacity expansions – across its Company’s books was less than
of financing the next expansion
plyboards, laminates and MDF H52 Crore, corresponding to a
completely from our accruals
businesses. total debt-equity ratio of 0.09
(save for a bridge loan across
and long-term debt equity ratio
a short tenure), we will have
On the one hand, we intend to of 0.02. The total long-term debt
reduced the break-even point
expand our Hoshiarpur MDF on the Company’s books as on
of that investment, generated a
facility by adding another line 31 March 2021 was H51.81 Crore;
sizable surplus within a quicker
with a capacity of 400 cubic working capital debt was H72.72
tenure and made available
meters per day (67%) involving Crore. The Company’s interest
this large corpus for the next
a capex of around H220 Crore, servicing capacity improved
round of investment - a virtuous
which should go on stream in the substantially during the year
cycle that we expect will only
first quarter of 2022-23. under review: interest cover
accelerate.
The sectorial upside be a consistent need for ‘Sasta gateway for Century to enter the
So where does Century sundar tikaoo’ is being gradually smallest of markets and build a
Plyboards see itself at this replaced by ‘Kuch achcha ho multi-decade pipeline.
moment within the context of its to dikhaiyye!’ There is a greater
The Company is nimbler, has net
sector? traction for the value-added,
cash on its books and enjoys
aesthetic and quality-driven.
My answer is that we margins higher than the industry
see ourselves in a hugely The 2021 Union Budget sustained average.
advantageous position for some the optimism about how India
The Company’s ‘Raho befikar’
good reasons. is expected to emerge as a
brand has matured to a point
market. The Budget was widely
Compared to developed and where it is generating a stronger
appreciated as the most daring
developing countries, the per traction than competing labels.
in decades; the pro-consumption
capita consumption of plywood, Budget could translate into a Even as there are a number of
19
following the work-from-home After nearly five
phenomenon. There was a The Company is the undisputed or six years of a
sharp increase in enquiries from leader in India’s interior downtrend, the country’s
customers seeking to adapt their infrastructure sector. The
homes and accommodate a small
real estate markets are
Company possesses a range
workplace; this phenomenon beginning to revive, marked
of products from plywood to
alone kick-started the interior laminates to MDF to particle
by a post-inflation-adjusted
infrastructure market during boards, providing a one-stop decline in the cost of a
the last financial year. This solution. home.
translated into a higher offtake
of MDF, plywood and laminates, The Company provides a product
a trend that we expect will only for every pocket – in the plywood
accelerate. segment, its Sainik addresses the
entry point for someone building
There is an interesting a home for the first time, while
development that we are seeing Club Prime represents the apex
for the first ever time: the of the pyramid. The strategy is
Indian consumer is getting less to take Sainik to the 100,000-
price-sensitive. What used to population towns across India, a
Century’s direction,
performance and the road ahead
Key strategy
NEW
CENTURY
Penetrate physical markets deeper; plug
white spaces
Repaid H31.82 Crore of term loans Shrink the working capital cycle
21
Encouraged sales team to grow demand
Mainak
(Information technology) Jayant
Ramesh
23
Rama
(Factory employee) Anjum
(financial analyst)
swipes the rooftop solar (consumer) puts her
is writing a research
panel clean across one of smart phone against a
report on the long-term
Century’s manufacturing QR Code to check if the
prospects of Centuryply
locations, protecting the Centuryply dealer is selling
for institutional and retail
Company’s access to her genuine plywood
investors
renewable energy
CENTURY PLYBOARDS (INDIA) LIMITED ANNUAL REPORT 2020-21
24
NEW
CENTURY
Value
Creation
How Centuryply has enhanced
shareholder value
Overview into our areas: one, from the controlled growth;
27
emerged as a one- manufacturing units in high productivity
stop shop for interior across India machines and auto core
infrastructure products compressors
The Company exports to
The non-plywood more than 15 countries The Company invested
interior infrastructure in sales force automation
Eastern India now
segments accounted for and supply chain
accounts for only a
47% revenues in 2020-21 digitalisation
modest part of the
Company’s revenues Operational cost as
proportion of total
revenue was 87.1% in
2020-21 (89.2% in
2019-20)
How our valuation
28
ANNUAL REPORT 2020-21
progressively
strengthened
CENTURY PLYBOARDS (INDIA) LIMITED
Capital appreciation
07 02
How we
delivered
enhanced
shareholder
06 03
Financial discipline Brand vitality
Repaid H220.55 Century brand
Crore of debt in five among the most
years ending 2020-21 respected in India
29
Net debt-free Recall driven
company as on 31
March 2021
05 04 around ‘Raho befikar’
Recall reinforced
All capex to be by consistent brand
funded out of spending
accruals Disruptive product Manufacturing discipline
Brand spending
launches Ten plants across India;
Debt-equity ratio of at around 4% of
0.09 as on 31 March Track record for extensively depreciated revenues
2021 clutter-breaking product Asset turnover in excess
launches of 3 times for 2020-21
Launches driven by a Dispersed plants
dedicated R&D team addressing regional needs
Launches driven around Updated technologies;
‘Raho befikar’ tag line for low conversion costs
consumers
Brand translating into
superior realisations and
margins
How we generated
superior financial
30
hygiene
ANNUAL REPORT 2020-21
290 334.25
17.70 15.82
CENTURY PLYBOARDS (INDIA) LIMITED
2.88 CAGR %, five years ending 2020-21 (188) bps growth, five years ending 2020-21
Gearing RoCE
0.77 bps decline, five years ending 2020-21 630 bps decrease, five years ending 2020-21
5 ways we intend to
enhance shareholder value
Marketplace reality: Commodity inflation; Marketplace reality: Increased discounts-
pressure on margins driven sales push
Our response: Moderate costs Our response: Enhanced sales velocity
Initiatives Initiatives
• Engaged a global consultant of repute • Investment in Sales Force Automation
• Engagement commenced in December • Digitalised and centrally Cloud-stored
31
• Increase offtake of Marketplace reality: Premium on • Increased cost-
value-added products small Balance Sheets effectiveness
• Leverage economies Our response: Investment out of • Greater client profile
of scale (brand, assets, accruals and promotional focus
portfolio) Initiatives • Enhanced
• Company net debt-free organisational visibility
• Critical mass of free cash flows
• Henceforth all investments to be
out of accruals
• Accrual investments to drive
profitable growth
• Investment in a new plant out of
net worth
Our Stakeholder
Value-Creation Report, 2020-21
HOW WE ENHANCED VALUE IN AN
INTEGRATED, INCLUSIVE AND SUSTAINABLE
WAY FOR ALL OUR STAKEHOLDERS
32
ANNUAL REPORT 2020-21
Overview
There is a growing importance into a whole that explains an customers, suppliers, business
of the Integrated Value-Creation organisation’s holistic ability to partners, local communities,
Report as a communication enhance value. This new measure legislators, regulators and
discipline. overcomes the limitations of the policy-makers - focused on an
conventional approach with a organisation’s ability to enhance
This Integrated Value-Creation
CENTURY PLYBOARDS (INDIA) LIMITED
At Centuryply, we believe generate free cash, growing Our communities provide social
that the interplay of value RoCE and, in doing so, enhance capital. Our focus is to support
for our various stakeholders the value of their holdings. and grow communities through
has translated into business consistent engagement.
Our suppliers provide credible
sustainability.
and a continuously supply Our governments (in the areas
Our employees represent of resources. Our focus is to of our presence) provide a
aggregate knowledge of how maximise quality procurement at stable structural framework that
to grow the business across a declining average costs with the ensures law, order, policies etc.
range of functions (procurement, objective to widen our markets, Our focus is to play the role of a
manufacturing, marketing, strengthening sustainability. responsible citizen through the
technology, innovation, finance timely payment of taxes.
Our customers keep us in
etc.). Our focus is to provide an
business through a consistent At Centuryply, we believe that
exciting workplace, generate
The financial resources that Our assets, technologies Our management and
we seek are based on funds and equipment for service employees form a part of our
we mobilise from investors, delivery constitute our workforce, their experience
promoters, banks and manufactured capital. and competence enhancing
financial institutions in the value.
form of debt, net worth or
accruals.
The Company has invested adequately in employee remuneration; The Company’s investment in its people (training, empowerment
this trend must be appraised with employee productivity and career growth) translated into increased productivity
The Company increased revenues (except for a pandemic- The Company procured a large quantum of resources through
affected 2020-21), an index of the value created for customers the years, strengthening procurement economies
35
2018-19 4628 2018-19 22.61
The Company has been valued differently through the years even The Company generated a substantial increase in free cash
as its business model remains robust during the year under review
Community Government
CSR investment (H Crore) Tax Expenses (H Crore)
The Company has enriched communities through a number of The Company reinvested in society through prompt tax payments
initiatives. and other statutory dues.
36
ANNUAL REPORT 2020-21
CENTURY PLYBOARDS (INDIA) LIMITED
C O M P E T I T I V E A D VA N TA G E
Our Brands
Report,
2020-21
OUR BRAND SPENDING
(J CRORE)
56.42 74.88
2017-18 2018-19
Overview
37
changing initiatives that have become
sectorial standards. The result: Century has
transformed from just another player into an
industry benchmark.
Century’s prominent contributions to India’s
interior infrastructure sector have comprised
the following:
The advantages of dealing with an
organised brand over the unorganised sector
The transformation of a conventional
product push (driven by price discounting)
to a consumer pull (marked by innovation,
value-addition and quality assurance)
The ability to reinforce the ‘Raho befikar’
recall across every aspect of the Company’s
personality
REVIEW OF THE PERFORMANCE
38
OF CENTURY’S BRANDS,
QA
2020-21
ANNUAL REPORT 2020-21
“The Century
& brand has
extended
CENTURY PLYBOARDS (INDIA) LIMITED
from brand
existence to
brand love”
Q: How did the company’s Q: What initiatives did
brands perform during the the company take that
year under review? reinforced this recall? The company reported a
A: The year under review was A: Centuryply made two modest decline in revenues
possibly the best-ever reported important launches – one during but a sharp increase in profits,
by the company’s brands. the course of the year and one indicating enhanced revenue
The company’s brands grew in a post-Balance Sheet date
profitability. This endorses the
attractively during the year under development. The first launch
fact that Century’s brands
review. This growth was achieved was Virokill, a nano-technology-
despite an evident stress during induced treatment on plywood
strengthened...
the challenging first quarter of and laminates that promised to
2020-21 when manufacturing kill viruses. We did not use the
operations were shut, when it word ‘neutralise’ or ‘deactivate’;
was difficult to reach products we used the word ‘kill’. The
39
a culture at CenturyPly: ‘Raho A: Following the end of 2020-21,
minimises toxic gas emission,
befikar’ (Stay worry-free). the company launched a clutter-
giving residents crucial time
This is not just another tag cutting product called Firewall.
to think, save themselves,
line; it is a philosophy lived To explain how we deepened its
collect valuables and escape.
cross the company’s functions, recall, one will need to explain
Centuryply’s Firewall Technology
assuring not just the customer how Firewall was different. It has
does not crumble fast, retards
of a superior engagement been generally observed that
the action of serving as a
experience, but virtually every wood is flammable, catalyses the
medium of fire transmission and
single stakeholder of fairness and spread of fire, loses its structure
minimises smoke generation. If
transparency. The result is that during a fire and falls on the next
the source of fire is removed,
when anyone engages with the piece, accelerates the spread of
it could self-extinguish. These
company – consumer, vendor, fire and generates toxic smoke.
attributes were validated by UK,
employee, community or trade The result is that in the event of
US and Indian safety standards,
partner – the first sentiment is fire, one gets no time to react
reinforcing the company’s ‘Raho
that he or she need not worry. and room potentially becomes a
befikar’ commitment.
The maturing of this recall death chamber.
translated into superior numbers
in 2020-21.
REVIEW OF THE PERFORMANCE OF CENTURY’S BRANDS, 2020-21
Q: How else do Century’s directly from our website or chronologically older but
brands protect consumer any digital marketplace or only temperamentally younger; there
interests? needs to engage with us through has been a further sharpening
a social platform or digital of focus on a B2C front where
A: The challenge of counterfeits
advertisement with no more most engagements are direct
is rampant in India’s interior
than a ‘Know more’ message with the company (without
infrastructure sector. There is an
and our team swings into action intermediaries); one can escalate
entire network that replicates
to address that enquiry. What issues to the promoter and
the logo mark on products and
is important is that this entire this empowers the consumer
sells them as that of Centuryply,
engagement is system-driven: to buy what she finds most
the leader in the sector. A
there is no loss in translation convenient. The result is that
few years ago, the company
or transmission; the enquiry is more consumers are buying
40
they buy from Centuryply. In a we believe that a large demand A: Digitalisation has helped
business where the purchase is will come out of non-metro transform the company’s
considered, information-based locations where homes are larger, communication with consumers.
and not impulsive, this initiative warranting a larger investment There has been a consistent
took the ’Raho befikar’ assurance in interior infrastructure. For increase in spending on
a level higher. It sent out a these nationally dispersed enhancing the company’s
message: ‘When you buy from consumers, Centuryply’s digital presence on electronic and social
Centuryply, you don’t need to presence (app, presence on media because that is where
worry.’ e-marketplaces and e-commerce most consumers of the day
platform) will increasingly spend their time. We believe that
Q: What else contributed provide a one-point convenience: digital promotion has enhanced
to brand traction? buy directly or leave a whatsapp the company’s competitiveness:
or a message or click a button the effectiveness of the spending
A: In the last few years,
and someone from Centuryply can be measured, the stepwise
Centuryply has become an
will address that within minutes. spending makes it faster to
even more consumer-facing
This is how business will be course-correct, one can target
brand. The image of a company,
increasingly done and Century is one’s pitch for a specific
traditionally engaged in
already there. audience better (no transmission
production and selling a super
quality product. has now got a loss) and there is clearly a
What I have described is
nimbler digital makeover that bigger bang for the invested
the functional side of the
is making it possible to buy buck. Around five years ago,
digital impact. There is the
Centuryply’s products whenever digital promotion accounted for
psychological aspect of
and wherever. The result of almost nothing of the company’s
digitalisation as well: the
this digital approach is that a promotional spending; today
company’s stakeholders perceive
prospective customer can buy that proportion has increased to
the company to be getting
a double-digit percentage of the
overall spending.
What is important here is not
just the quantum of brand Strengthening our Century brand
spending; it is the quality of
communication that has made
a big difference. The company’s
digital campaign of Century
Heroes that was launched in 2018 Product Accelerating
Products
onwards continues to receive launches consumer-facing
moving faster
an overwhelming response accelerating brand attribute
41
distance between the company
Brand No ambassador as products have been positioned
and trade partners has dissolved,
Ambassdor heroes. We do however use a popular personality-
whereby most of our trade
based communication strategy
partners believe ‘I am Century.’
The company’s DNA has been
rewritten; the Century brand has Strategy High end. High end. High end.
extended from brand awareness Feature loaded Feature loaded Feature loaded
to brand love.
Centuryply offers one of the Centuryply has something for Cost austerity helped the
largest interior infrastructure every pocket – from Sainik company emerge as one of most
portfolios in India - plywood, plywood at the entry level to competitive players in India’s
laminates, face veneer, MDF, Club Prime. interior infrastructure sector.
particle boards, pre-engineered Sainik accounted for 29% of EBIT margin in excess of 11% in
doors, fibre cement boards and revenues in 2020-21 six consecutive years.
PVC sheets, among others.
More than eight product
Leanest Cleanest
CENTURY PLYBOARDS (INDIA) LIMITED
segments.
One of the leanest Balance The Company’s proactive
Sheets in India’s infrastructure investment in responsible
Share sector; likely to sustain the manufacture helped it
business across market cycles. emerge as one of the cleanest
Centuryply is among the largest
H186 Crore cash, bank and liquid and ‘greenest’ plywood
players in India’s plywood sector.
funds (31 March 2021) manufacturers in India.
The Company’s market share
6 MW captive rooftop solar
is among the highest in India’s
power plant. Annual CO2
organised plywood sector.
savings of 4,807 MT
H22,250 Crore Indian plywood
industry. More than 25% market Deepest
share for Centuryply.
Safest
Centuryply makes it convenient
for consumers to buy proximate Protective industrial safeguards
to where they are. The company resulted in one of the safest
Widest is present in 28 states, seven facilities in the sector for the
Centuryply offers one of Union Territories and 462 benefit of employees and
the widest choices within its districts. community.
brand portfolio. The company The trade network comprises Decline in reported incidents in
empowers consumers to more than 2,200 dealers and the three years ending
graduate purchases to the next 18,500 retailers, one of the 2020-21
level (features) with modest largest networks within its
increases in budget – a ‘choice industry.
journey’
Available in more than 18,000
SKUs.
Century’s brands
at work…
Helped make the receivables Helped the company
cycle range-bound enhance margins
47 51 13.50 15.82
57 57
Inventory turns, Inventory turns,
Mid-market brands
Sainik 211 440
H Cr., Century’s H Cr., Century’s
brand investment brand investment
in the five years in the six years
ending 2014-15 ending 2020-21
44
Century Laminates
Century Doors 2.6 3.9 3.9
% of revenues % of revenues % of revenues
invested in the invested in the invested in the
Century brand, Century brand, Century brand,
2013-14 2019-20 2020-21
CENTURY PLYBOARDS (INDIA) LIMITED
2018-19
Among the Top 50
2020-21
Recognised by Drivers of
impactful digital campaigns Digital
45
Bacterial)
Latest International
Trends sourced from
around the world
Certified by Indian
Green Building Council
(IGBC)
Borer and Termite
Resistant Material
(Gurjan Base)
Boiling Water Resistant
(Gurjan Base)
ISO 9001:2015 certified
ISO 14001:2015 certified
CENTURY PLYBOARDS (INDIA) LIMITED ANNUAL REPORT 2020-21
46
PA R T
The
Enablers
E N V I R O N M E N T- S O C I A L - G O V E R N A N C E ( E S G )
Attractive
Lower cost Enhanced Asset
revenue Digitalisation
structure brand vitality optimisation
growth
47
that a robust environment- responsibility.
social-governance culture This commitment is
emphasised by the nature Our governance
enhances stability,
of our business – wood component articulates
increases resistance
peeling and manufacture how we will do business,
to market cycles and
of wood-based products indicating strategic clarity,
catalyses long-term
- that consume finite conduct codes, Board
stakeholder value.
resources and generate composition, alignment
A 2015 metastudy of with UNGC principles
effluents that could be
more than 200 sources and extensive de-risking,
harmful to the eco-system
by Oxford University and among others.
if left untreated. This
Arabesque Partners noted
makes ESG integral to our This comprehensive
that ‘80% of the reviewed
existence. platform – environment,
studies demonstrate that
Our environment social and governance
prudent sustainability
component ensures – makes it possible to
practices have a
that we consume generate long-term
positive influence on
environmentally growth across market
investment performance.’
responsible resources, cycles, enhancing value
Besides, investors are
for all stakeholders.
Environment responsibility
There is a correlation between At Century, we are committed The Company is aligned with
reputational, financial and to the manufacture of products United Nations’ 10 principles for
environmental benefits. Besides, through economically sound manufacturing responsibility
stringent environmental norms processes that moderate the and environmental sustainability
and regulating agencies are consumption of energy and covering Human Rights,
helping reduce resource natural resources while reducing Labour interests, Environment
depletion, water scarcity, negative environmental impact, responsibility and Anti-
pollution and harmful impacts. in addition to enhancing Corruption initiatives.
employee, community and
product safety.
48
Introduced customised
workplace safety /
sanitation standards
Thermal screening
of all employees and
visitors at the entry
gates of office and
Hand sanitisation
facility at all entry
gates, sections,
offices, canteens and
Additional buses
deployed to reduce
passengers per bus and
enhance safe distancing
49
factories administrative building
2020-21 39 2020-21 81
ANNUAL REPORT 2020-21
2019-20 40 2019-20 84
2018-19 40 2018-19 91
Governance responsibility
Governance represents the the ‘what’: the process enhances and environment responsibility.
lifeblood of virtually every the quality of product or service. This approach champions a
company today, Centuryply At our Company, governance completely different way of
included. There is a greater means being the best at doing things: the opportunistic
importance of governance on everything we do: the priority arbitrage-driven approach
sustainability. The economic to remain sustainable across yielding to long-term eco-system
and business environment market cycles over one-off stability.
has become uncertain; profitability, the selection of the
At Century, our governance
there is a greater premium right strategy that makes this
responsibility is drawn from a
on corporate stability. This possible and focus on enhancing
clarity on the way we will grow
need for increased stability is multi-stakeholder value. We
our business.
warranting a deeper need for believe that these overarching
governance. Governance is no priorities are best delivered Controlled: In the business of
longer peripheral to a company’s through the appointment of interior infrastructure products
existence but integral. As a value-enhancing Directors on our we have consistently resisted
result, investors are turning to Board, segregation of promoter the temptation to over-produce
the governance commitment and and management interests, and dump products on our trade
pedigree of companies as the strategic clarity, structured partners. We would rather grow
litmus test of whether they meet performance management, in a predictable and sustainable
their investment filter or not. systems and process-orientation, manner to the extent that our
culture of comprehensive accruals, Balance Sheet and risk
At Centuryply, we always
compliances, brand-led growth, appetite permit.
believed that the ‘how’ influences
comprehensive risk management
Best over big: In the business resisted participating in playing to be perceived as being more
of interior infrastructure sharp price movements but environmentally responsible
products manufacture, we have focused on the efficient than the statutory requirement.
consistently maximised scale to conversion of raw materials into We believe that investments in
enhance fixed cost amortisation. finished products around the environment responsibility are
We believe that a combination of highest quality. usually more than re-couped
business breadth (multi-product through higher employee morale,
Flexible portfolio: In our
portfolio) and scale has proved community respect, stakeholder
business, one can focus
effective. We believe that a confidence, shareholder
completely on a single product
passionately run company with assurance and a superior credit-
or widen the portfolio. We have
a sustainable mindset delivers rating.
selected to manufacture a range
efficiencies better aggressive
of products under the ‘Century’ Board of Directors: At
growth across specific points
umbrella, broadbasing our risk Centuryply, our strategic
only.
and reducing our dependence direction is influenced by
No arbitrage: In our business, on one of few products with our Board of Directors, who
NEW Century
QA
52
&
how The
company has
CENTURY PLYBOARDS (INDIA) LIMITED
virtually
reinvented
itself in the
last couple
of years
What is the biggest What are some of the technology is not just a back-
transformation to have ways this new Century end provisions provider; it is the
transpired at Century in became evident during commander-in-chief of the army.
the last few years? the year under review?
Can you provide an
The biggest transformation is The word ‘technology’. This is
instance of how this
clearly in the passion of the perhaps the most significant
company. There used to be an passion-driver within the
digitalised New Century is
important line propounded by company, simply because it making a difference?
the prominent management has created the basis for a Digitalisation reported
consultant Sumantra Ghoshal. completely different way of progress in the company’s
He spoke about the ‘smell working. The conventional way of sales force automation. There
of the corporation’. We find working within the company was was a time when this function
that relevant at New Century. in silos; at New Century, much was completely manual with
The smell of the place has of the working is collaborative. corresponding losses in
53
these are related to digitalisation, as a support function and as
scalable sales platform, one of
reinvention of sales process, new a functional enabler. There
the most visible signposts of
product development, footprint has been a huge shift since:
a transformed New Century
expansion, cost management, the company has invested in
culture.
debt moderation and fresh technology with the perspective
capacity creation. The result is of transforming every process.
that there is no one Century; The result is that the technology-
there are various Centurys enabled substitutes are quicker,
within the same company, each involve fewer processes, leave
driven by its own passion and a trail that can be actioned on
at New Century,
momentum. The consolidated and are lower in costs. When you
technology is not just
picture is that of a company put this complement of upsides a back-end provisions
committed to periodically together, you get a financial provider; it is the
transform its realities. impact measured in incremental commander-in-chief of
sales or superior margins. the army.
Suddenly, at New Century,
What else is a reflection of What is the other How will this evolve
New Century? manifestation of New Century?
The people at New Century! For Century? There will be a greater visibility
long, the interior infrastructure The corporate office ambience of the company’s animal spirit
sector was considered a legacy has played a powerful role in from this point onwards. If
business. Because of this providing professionals with shareholders need an idea of
positioning, it attracted only an energising workplace. The how this will pan out, let me
specific kinds of professionals. sales force has moved from draw their attention to the two
There has been a big change its erstwhile engagement with launches during the last financial
at New Century. In the last few retailers and trade partners year. The company could have
years, a younger and more to demand generation. The launched a number of products
professionally diverse company influencer loyalty programme but that would have only diluted
has emerged: a large number ensures that whoever the market’s attention; the
54
of the senior managers have recommends our products is company focused on Virokill
been drawn from non-plywood remunerated by the system that proved a complete game-
backgrounds. The result is a (not through intercession by an changer from the second quarter
ANNUAL REPORT 2020-21
vibrant managerial ferment executive). The moment a worker onwards and then launched the
where the bottomline is not ‘This crosses 80% of the target for Firewall plywood technology
is how it is always done in our a year, the incentives begin to that will strengthen our brand
business’ but ‘How can we bring kick in (which implies a larger from the current year onwards.
the best of practices from other role for variable remuneration). These may have been only two
sectors into our own?’ At New There is a greater evidence of launches in eight months, but
Century, the bottomline is: agree cross-geography and cross- both proved disruptive. This is
to disagree and develop. functional teamworking than the New Century one is talking
ever. The one word that most about: confidence in decision-
CENTURY PLYBOARDS (INDIA) LIMITED
“I became a part of the “What I like best about “There is an open office
Centuryply team in August our new office are glass vibe at the new Century
2020 and what I found cubicles and open-plan office. Nowhere has this been
55
encouraging was that the offices, which make it easy more showcased than in the
culture highlighted the role of for executives from various cafeteria in terms of hygiene,
an employee’s contribution to hierarchies to interact outside social distancing, spaciousness
the top management. This was a conference room table. and modern feel. This is what
pleasantly unusual.” Kamlesh The free-flowing nature of makes Century fun!” Anisha
Sharma, 39, Senior sales the office is possibly its best Das, joined 2015, 29, Senior
executive, LAM and RECON, feature, which has increased Executive, PMG Decorative,
Jaipur energy and engagement!” Kolkata
Amit Ray Burman, joined 2015,
51, General Manager, Pre-Sales,
Kolkata
“The launch of Virokill did not just do much for consumers and trade partners; it enhanced
employee pride as well to be a part of an organisation that addresses the need of the hour.”
Rohan Naresh Bawathade, 33, Assistant Sales Manager (ASM), LAM & RECON, Nagpur
Century House. One of the most
modern office complexes in Eastern
India. This showpiece facility has
taken the company’s brand ahead
by providing employees with an
uplifting workplace
FINANCIAL STRUCTURE
Overview Game-changer
At Centuryply, we stand at an
inflection point. Centuryply is getting increasingly This has already become
58
This inflection is on account of a cash-rich; cash profit of H225 evident: the company intends
single – but sweeping - change Crore in 2019-20 increased to to increase its plywood capacity
in the manner we wish to run our H254 Crore in 2020-21. by 20%, invest in a new laminate
business. production line and commission
The game-changer in the
ANNUAL REPORT 2020-21
59
jayenge’) when engaging
with trade partners
Quicker Superior
• Launch of the innovative Strong brand
offtake margins
Virokill feature
• Enhanced employee morale
despite pay cuts in the early
part of the year (thereafter
restored) Sizable cash Debt Enhanced
• Ensured seamless flows repayment cash flows
availability and supply of all
inputs
• Moderated the working
capital cycle
Sustained
Strong Bigger
• Announced an expansion profitable
reinvestment virtuous cycle
(post-Balance Sheet date growth
development)
QA
60
CONVERSATION
Centuryply
ANNUAL REPORT 2020-21
& and
disruptive
CENTURY PLYBOARDS (INDIA) LIMITED
new product
development
How we deepened our culture of
pleasantly surprising the consumer
Q: What was the most Q: What was the impact of the customer will increasingly
remarkable feature this feature? require in the future. This
of 2020-21 from the facilitated the launch of Firewall
A: From the time the feature
technology that resulted in the
perspective of new was launched, the products into
manufacture of fire-retardant
product development? which it was embedded took off
plywood products conforming
A: The most remarkable feature on the sales front. Within a short
to demanding international
that most people are likely to time, the Virokill feature was
standards. The fact that the
miss is that Centuryply selected what customers demanded by
Company could work on two of
the most challenging phase in its name. Interestingly, the launch
the most exciting products of
existence – marked by low sales of this feature did not merely
the last decade within the space
visibility – to launch its most catalyse the offtake of products;
of a few months indicates that
exciting product feature in years. it did something more than that.
Centuryply delivered just when
There were various perspectives: Virokill shifted the needle as far
the market conditions became
the Company would do better to as the Centuryply brand was
the most challenging.
61
products in quick succession,
positioned to kill viruses. The
cutting from the house of faster than at any point in our
feature was introduced when
the number of COVID-19 cases
Centuryply? existence. This is indicative of
A: During the course of the year, New Century!
were rising. The feature was
provided free across plywood the research team focused on
and laminate varieties. The strengthening and launching
result is that consumers could its Firewall technology. There
get the benefit of anti-bacterial is an increasing relevance for the launch of
laminates, anti-fungal decorative this product: as fire safety Virokill personalised
veneers and anti-viral plywood- regulations become stricter
the corporate brand from
laminates-decorative veneers for building materials, there is
a premium to make products
one that was professional,
based on Virokill technology.
increasingly fire-retardant. Our
and hence successful, to
This technology was applied
research team at Centuryply one that truly cared for
to plywood, laminate and
decorative products. The has always been engaged in the consumer wellbeing.
bottomline: Centuryply protects. development of future-facing
products – products and features
QA
62
‘Centuryply
ANNUAL REPORT 2020-21
& matlab
something
CENTURY PLYBOARDS (INDIA) LIMITED
new!’
How the Company has built on a
culture of product innovation
Q: What is the biggest and replacement (usually at a the first to introduce a warranty
offtake driver of Century’s higher cost). What consumers feature attached to any MDF
products? need in such an environment is product in India.
an overarching quality assurance.
A: The biggest offtake driver
coupled with a warranty. Q: What translates into a
is that the consumer is always
protected. The brand may have
warranty confidence?
Q: What has been the A: Centuryply was one of the
been in existence for years
but the quality standard is
technology direction of first companies in the industry
benchmarked as of today. The the Company’s research? to invest in a state-of-the-art
result is that when consumers A: One of the core areas of the R&D unit. We believe that this
buy into our products, the last Company’s R&D investment forward-looking infrastructure
thing they need to be worried has been nanotechnology, a has helped generate a pipeline
about is under-performance. pioneering application within of benchmark-raising products.
On the other hand, consumers India’s interior infrastructure For instance, Centuryply was the
63
the virtue of possessing such
Q: What has been the a product, Centuryply is a
Q: What warranties has preferred player to address the
direction in which the Centuryply provided growing opportunity of ‘green’
Company has selected to consumers? buildings.
manufacture pioneering
A: Centuryply was the first
products? company in India’s plywood Q: What was the highlight
A: The one word that sector to provide a multi-year of the Company’s
encapsulates the Company’s warranty. Centuryply offered pioneering initiative
pioneering focus has been seven-year product warranties during the year under
‘protection’. Over the decades, (Club Prime and Club Marine) review?
Centuryply has introduced a at a time when the concept was
range of products that promise A: Centuryply emerged as the
largely unknown. With products
the highest standards of product first company in India to use
staying undamaged for more
performance. We believe that nanotechnology to introduce
than two decades, the Company
this is a relevant positioning: the anti-bacterial and finger-print
extended the product warranty
cost of failure is high, resulting resistant laminates.
to 21 years. Centuryply became
in the need for product removal
INCREASING IMPORTANCE OF NANOTECHNOLOGY
IN THE INTERIOR INFRASTRUCTURE PRODUCTS
minutes.
developing research area in our business in
the last couple of decades. Centuryply is developing raw materials
needed in nanotechnology applications,
Nanotechnology is capable of turning an
strengthening the quality of downstream
ANNUAL REPORT 2020-21
Virokill
Our R&D priorities Launched in August 2020 Tested against a positive-
sense single-stranded RNA
Identify what consumers need Anti-microbial, anti-
virus (composition similar to
the most; plug market gaps bacterial and anti-fungal
COVID-19).
Launch disruptive products Available with plywood,
Use of certified
even before customers ask for blackboards, laminates, and
nanoparticles to counter
them veneers
viruses
Create markets; market shares Extends the conventional
No additional price
will follow virus-retarding function; kills
premium for the feature
99.99% viruses
Strengthen the products in the
Enhanced relief among
launch pipeline All manufactured products
trade partners and
99.99% anti-viral
carpenters
Customers
Employees
Quicker Public
workflows; More visible
enhanced Century brand
transparency
65
speed, enhance forecasting The result is that digitalisation
was a cost centre more than a
competence and information is not peripheral to Centuryply;
value creator on account of the
transparency leading to it represents the core of our
extended time taken to unlock
knowledge-based decision existence, touching every
business value.
making. organisational aspect.
There has been a substantial
Centuryply invested in a long- Gradually a new avatar emerged
rethink, marked by a growing
term digitalisation direction – an avatar graduating from the
realisation that there are just two
to produce as much as it can, manual and semi-automated to
kinds of businesses – those that
moderate costs, strengthen the digitalised, with implications
have digitalised and those that
the trade partner’s ease of extending to brand share
have not.
doing business, deepen market strengthening, enhanced
This transformation in presence and graduate from competitiveness, market share
perspective is the result of product sale to consumer accretion, increased productivity
a convergence of various solutions. The Company’s and enhanced profitability.
technologies – Internet of Things, digitalisation priorities comprised
Artificial Intelligence, machine the creation of a multi-year
learning, blockchain, smartphone digitalisation road map,
revolution and the onset of 5G. engagement with the industry’s
66
ANNUAL REPORT 2020-21
CENTURY PLYBOARDS (INDIA) LIMITED
Challenges
The year under review commenced with the
Creating a digitalised lockdown, necessitating a need to converge
company Centuryply’s managerial workforce to virtual
collaborative working. At a short notice, the
• Extending the power of digitalisation
Company’s IT team worked relentlessly to establish
across operations secured access of IT applications from outside the
• Reporting improvements in office premises; gradually, most applications were
manufacturing, productisation, moved to Cloud. The Company initially provided a
virtual meeting platform and later implemented a
promotions and working capital
collaborative platform (Google Application system)
management
to converge mailing solutions, virtual meetings and
• Translating into enhanced margins shared working (Google drives and Google forms)
under one technology umbrella.
Highlights, 2020-21 Cloud and for business-critical
The Company accelerated its applications, the DR [need
digital transformation agenda expanded form] setup was
when the lockdown was established.
imposed and extended. The Sales transformation: The IT
function of the Company’s IT team worked closely with the
team changed: to accelerating sales and marketing teams
business transformation using in the implementation of
67
Century’s IT function was Over last few years, the IT team With the advent of new
increasingly aligned with played a key role in integrating digital technologies – IoT,
business needs leading to multiple functions (business Artificial Intelligence, Machine
accelerated transformation. processes) into one Enterprise Learning and Robotic Process
platform dovetailed with SAP, Automation, the IT function will
The team accelerated digital
best practices, controls and play a larger role in business
transformation by working on
checks. transformation. Through IoT
Automation, Internet of Things
solutions, machine data will
and artificial intelligence / IT strengthened a collaborative
be acquired for improving
machine learning. spirit across multiple functions
operational performances
through a pan-Centuryply
The IT structure was changed; and predictive analytics
communication platform, global
a new position was created for through key performance
mailing solution, uniform virtual
Head - New Initiatives. indicators of factories across
solution and shared applications.
value streams. AI/ML will
The IT function spearheaded
The result was that starting last be used for predictions –
the implementation of
year, manual operations were efficiency prediction, failure
Entrepreneurial Operating
replaced with faster reliable prediction, demand forecasting,
System coupled with a Level-10
digital alternatives; manual consumption/yield forecasting
weekly review, which removed
reports were replaced with and early watch alerts. Robotic
operating silos.
automated equivalents. process automation will improve
productivity by replacing manual
operations with a robot.
The Company’s digitisation
Case How Google Application Suite’s
outlook is ambitious, study implementation has created a scalable
graduating every organisational digital foundation at Centuryply
arm (procurement, sales,
manufacturing, supply chain etc.)
to digital-first.
Until recently, Centuryply used an on-premise mailing solution
The Company intends to supported by an external vendor. The mailing solution was
implement or recalibrate unreliable – a number of key mails would not reach external
processes that maximise human contacts; the system was vulnerable to hacking and the mailing
and digital capabilities leading system was once down for almost 10 days due to a ransomware
to positive outcomes (revenue
68
attack and then for days following Cyclone Amphan in May 2020.
growth, optimised costs and
Centuryply needed a competent and cost-effective solution.
superior customer experience).
The challenges were considerable: the need to migrate 2,000-
Each function has created an
ANNUAL REPORT 2020-21
odd mail users and production suite to the new platform, build
independent digital roadmap
team capabilities (previous mailing solution being supported
aligned with a central team to
by an external partner), train users and provide post-migration
maximise synergies.
support mechanism.
The Company intends to
The implementation and utilisation of the collaborative platform
deepen digitalisation through a
of Google Application proved to be a success in various respects.
combination of robotic process
automation, advanced analytics, The solution helped remove operational silos across the
machine learning and artificial organisation. The virtual meeting format improved productivity.
intelligence-based use cases. The Google Cloud mailing solution uptime was maximised. The
CENTURY PLYBOARDS (INDIA) LIMITED
Strengths
Human resource
Mobile-based
69
applications
How
QA
70
Centuryply
ANNUAL REPORT 2020-21
& reinvented
its sales
CENTURY PLYBOARDS (INDIA) LIMITED
function
through
digitalisation
A conversation with the management
on how we introduced Sales Force
Automation in 2020-21
Q: What was the Q: How did these erstwhile sales person from 80-90 to 20-
background that led to limitations translate into a 30, focusing largely on those
the introduction of Sales bottleneck? accounting for 80% of our
business. The remaining 70-odd
Force Automation during A: Earlier, Centuryply’s business
per cent retailers were addressed
the year under review? was largely skewed towards
by a new tele-sales team for
A: The introduction of sales high value retailers in cities or
which the sales team was not
force automation (SFA) was districts and moderately towards
required to intervene.
partly a result of the rapid retailers and influencers, which
growth of the Company that resulted in low productivity and Retailers were now geo-tagged
now needed a method and partly no focus on demand generation. for their precise locations and
the result of a sweeping trend Even as there existed a go- recorded in our central RDMS
towards digitalisation. When to-market approach, it would server that was mapped around
you combine these realities, it be implemented differently our SFA system. As a result,
became increasingly evident that in different geographies by our sales team became more
71
on the basis of inadequate the organisation for a select few;
credible data to be analysed,
data, making the approach it was liberated for informed
classified and measured.
completely human-dependent decision-making across levels.
and responding slowly to a The new approach ensured that Soon enough, data began to
fast-evolving marketplace. It our sales professionals now be converted into informed
became increasingly evident focused on demand generation reports and dashboards,
that all investments going by making a specific number of saving organisational time and
into manufacture, product scouting calls and not wasting enhancing sales team efficiency.
development and capital time in relationship-building with The result is that at Century,
efficiency would eventually be retailers (interestingly, since we sales is now informed with our
bottlenecked by the inability generated orders for retailers, forecasts closer to our targets
to sell products with speed the retailers began to perceive than ever, transforming the ability
or sell the way we always did. Century’s sales team as business of our supply chains, output
There was a need to change consultants). and ability to put products on
this erstwhile approach, which shelves.
We moderated the number
became the basis for the SFA. of retailers being serviced per
Q: What were some of the monthly) were shared to provide per consumer needs – selling
upsides? branch managers with an the right product to the right
overview of what was transpiring consumer in the right location.
A: By consciously limiting
in their terrains. Suddenly, it was As a result of the SFA, the
the breadth of our presence,
an entirely new way of working. Company’s sales function has
we now increased the depth
brought in a completely new
of our penetration (less
retailers covered per sales
Q: How has that dimension in understanding of
professional). Our tele-sales transformed an who will buy what, when and
understanding of the why. This then is New Century!
function proved successful,
liberating precious feet-on- geographies of your
street to address the value- presence?
added. The data of our sales A: Geo-fencing and geospatial
team movement was monitored data provided us with detailed
to enhance efficiency. The information of previously-
sales executives’ performances serviced and newly-discovered
72
were evaluated daily by their geographies, which now As a result of the SFA,
reporting managers, prompting helped us stay a step ahead of the company’s sales
timely correction. Reports and competition in every aspect and function has brought in a
dashboards (daily, weekly and innovate new product lines as completely new dimension in
ANNUAL REPORT 2020-21
73
hain!’” provides details of how the
Ajeet Ojha, RSM (North), sales was generated, where
New Delhi the sales enquiry reached
Century, owner and supplier
of the lead and sales, other
lead details and follow-
“Sales force automation has helped generate leads, follow up. SFA has helped us
leads, remind people in the field of leads. So the operative work closer with grassroot
word: leads, leads and more leads. A person, who was on an contractors who are the
average closing around 4-5 leads a month, is now closing major influencers. The result:
40-50% more leads. What is remarkable is that this has the laminates topline of
strengthened team working: an understanding of which leads the Bhubaneshwar branch
to be followed, identification of team members and what increased 50% in a COVID-19
support they need. The culture has changed!” year.”
Sumit Roy, DGM (Exteria), Kolkata Sudip Chakraborty, Zonal
Head (East & West), Kolkata
CENTURY PLYBOARDS (INDIA) LIMITED ANNUAL REPORT 2020-21
74
10
export
where we
countries
7
8
10
9
Top 10 countries where
we exported our products
during 2020-21
1 Indonesia 2 UAE
3 Singapore 4 Israel
5 Thailand 6 Vietnam
7 Mexico 8 USA
9 Venezuela 10 Pureto Rico
75
1
PROCESS EXCELLENCE
How
QA
76
Centuryply
ANNUAL REPORT 2020-21
engine to post
a record year
A conversation on how the manufacturing
effectiveness strengthened Centuryply’s
competitiveness
Q: The Company reported tasking training was extended efficiency of the manufacturing
a record year in terms of from intra-section to inter- team to respond to the sharp
manufacturing growth, section. The Company entered improvement in demand from
into strategic volume-based the second quarter onwards.
which indicates that the
sourcing from international
operational progress must The Company enhanced product
and domestic suppliers based
have been smooth. on its advance production
quality as a result of which
A: The year under review was panel inventory declined 44% at
plan, keeping well in mind
challenging across different the 2020-21 year-end, helping
that a higher buffer for a brief
phases for different reasons. achieve the zero dead inventory
period could be a competitive
During the first quarter, the ideal. Whatever was made was of
advantage in the event of
Company’s operations were the highest quality and shipped
logistical disruptions. The
affected due to the enforced out with minimal storage time,
Company enhanced its peeling
lockdown across the country strengthening our working
capacity by entering into
and a reverse migration that capital management.
outsourcing arrangements with
77
of the year when we were not
challenged – defensively or A: The Company achieved customers; our team was
aggressively. volume production growth responsive to switch to the
for plywood for the full year, digital platform where product
which accounted for more selection could now be facilitated
Q: What were the various
than half the Company’s through a complement of
initiatives that helped
revenues, despite the extensive images, video sharing and live
counter these various streaming.
productivity decline during the
challenges? first quarter. This increase was The bottomline: each time
A: The Company may have mirrored across other building a new challenge arose, the
produced relatively little during material products, which helped manufacturing team responded
the first quarter but there was service the growing needs of with creativity to transform the
an ongoing priority to maintain our sales teams. The fact that challenge into an opportunity.
productivity and quality even there was never a stockout at
with a lower throughput. Multi- the retailer end indicates the
Q: What were the different requirements with speed. As this teams handling purchase,
ways the manufacturing system stabilised during 2020- production and logistics, which
function strengthened 21, we recognised that unwanted resulted in a quicker capacity
production or slow-moving in filling probable dispatch
during the year under
inventory began to decline at our shortfalls to any part of the
review?
plants, strengthening space cum country when demand spiked
A: There are three ways in which capital efficiency at both ends. following the lifting of the
we pushed the manufacturing lockdown.
frontier during the year under At Centuryply, we continued
review. to experiment with materials.
We believed that in a business
In the past, the approach utilising H1,053.45 Crore of raw
was to maximise production materials (2020-21), even a Outlook
to the extent possible in the one per cent improvement in
expectation that the Company’s efficiency would translate into a The Company intends
trade channels would liquidate significant addition to earnings to institutionalise a
78
that inventory. There has been per share. In 2020-21, the use of culture of continuous
a significant rethink; production core composer and full-length
planning is now based on the improvement (process
glue spreader ensured better
quantum of stock required review and machine
quality on the one hand and
ANNUAL REPORT 2020-21
Q: What is the overarching capabilities. We recognised that we have been able to drive
79
the program: focusing on all
drive improvements and cost smart deployment of automation,
elements of the value chain
optimisation. digital and data-driven analytics,
- raw material procurement,
possess the potential to drive
Project Sarvottam was not about manufacturing operations and
substantial impact.
taking a compartmentalised inbound / outbound supply chain
approach towards cost – with efficiencies achieved in
optimisation. It was about one area having a rub-off on the
enhancing efficiency and other. Each cost item, process
productivity across the and long held ‘belief’ was This is just the
organisation while continuing assessed versus best practices beginning: this culture
of continuous improvement
to focus on topline growth. This to come up with a New Century
that has been embedded
approach ensured we were way of working.
into Century teams, coupled
able to strengthen Century’s with smart deployment of
market position & value creation Q: What benefits are automation, digital and data-
potential. We focused on likely to accrue from the driven analytics, possess
surpassing benchmark efficiency programme? the potential to drive
levels while building best-in substantial impact.
A: Across the initiatives that
class, sustainable processes and
were identified and implemented,
CENTURY PLYBOARDS (INDIA) LIMITED ANNUAL REPORT 2020-21
80
PA R T
Business
Segments
BUSINESS VERTICAL
Plywood: Centuryply’s
bread and butter
The name ‘Century’ the recall for the entire deepened the relevance
is synonymous with company. The result of its plywood business
‘plywood’ even though is a trust mark: ‘If it is through the following
the Company has Centuryply, we can buy interventions: faithful
extended across a range eyes closed.’ consistency in positioning
of products in the last its plywood sub-brands
This quality assurance
couple of decades. around a trust-enhancing
is relevant for a country
recall, the ability to
The Company’s sustained marked by a range in
provide a range of
leadership of the plywood climatic extremes - from
products for every pocket
81
from the Company promise consumers with
a price-value proposition
and even become a superior value and
that is arguably the most
synonymous with the commitment to replace
compelling within India’s
Company’s principal recall in the event of quality
interior infrastructure
– a remarkable instance under-delivery.
sector.
of a product brand
Over the decades,
eventually becoming
the Company has
Challenges and counter- through physical visits of sheet that made it possible for
initiatives, 2020-21 residential and small commercial a prospective consumer to scan
sites made it possible to mine the with the smartphone and access
The Company responded with
market deeper and help dealers information on the location and
foresight when the lockdown
sell a larger volume. date of manufacture, validating
was imposed in late 2019-20. The
the product’s genuineness at a
objective of the business was The launch of the Virokill feature
time of growing counterfeits.
to conserve financial resources in the plywood product proved
and moderate expenses without to be a game-changer, catalysing The Company’s sales force
rationalising human capital or the offtake of the Company’s automation translated into a
compromising safety. entire plywood range and competitive advantage, resulting
enhancing the Company’s market in enhanced responsiveness to
Thereafter, the Company
share from the third quarter marketplace developments.
embarked on a four-pronged
onwards.
agenda: one, engaged with The Company’s digitalisation
key stakeholders (dealers and The Company’s value product push made it possible for
contractors) over telephone and Sainik 710 – addressing price- plywood to be brought off
82
83
of enhanced fire-retardant penetrate a 19 mm sheet of little moisture from the
chemicals, ensuring low smoke Firewall plywood, which helps surroundings; this does not
and toxic gas emission in the in timely people evacuation or affect the hardware due to
case of fire. counter the fire itself moisture affinity with common
chemicals; it counters the
delamination of plies
07 Structural integrity of
panels: The inherent
strength of the wood and
08 21-year warranty: The
brand comes with a 21-
year warranty against borer
09 Double money-back
guarantee: Should
Firewall fail, the consumer will
adhesives coupled with the and termite damage be entitled to double the cost
nano-engineered treatment incurred in purchase
allows Century’s Firewall
plywood to maintain its
structural integrity under fire
What our trade
partners say
about working
with us “We have had a 26-year relationship
with Century as its distributor. Tabiyaat
khush hota hai dekh kar how the
84
85
hamaara Century ke saath rishta
saalon tak chalein!”
- Rajesh Jain, Arihant Ply
House, Yavatmal “We have been working as
Century’s distributors for 15
years. Customers’ mein bhi
yeh brand bahut popular
hai because of excellent
quality. Hum chahte hai ki
aage bhi humara association
iske saath aise hi bana rahe!
”- Ishwar Jhamtani, Global
Enterprises, Pimpri
BUSINESS VERTICAL
Overview
CENTURY PLYBOARDS (INDIA) LIMITED
Highlights, 2020-21
The Company grew its laminates The Company responded to half an hour, resulting in stains,
business around a swatch a slowing market – when no poor smell and surface ageing.
87
introduced in the previous competitors intended to launch A Centuryply, we infused our
financial year - the biggest new products – through the laminates with the Virokill
launch in India’s laminates launch of the anti-virus laminate feature, marked by a long-term
industry. The Company at no extra cost with the Virokill surface resistance to harmful
had launched two laminate feature and the launch of the microbes. This feature, built
catalogues (Look Book 2019-20 door size laminate (beyond around the unique Silver Nano
and Star Line 2019-20), which the standard size available in technology, reduces bacterial
were seen as trend setters in line the market) to make furniture and fungal growth by more than
with global prevailing patterns, fabrication more cost-effective. 99.9%, ensuring a germ-free
comprising more than 1,000 environment that is considered
It was observed that on a
SKUs, new laminate patterns and ideal for kitchen tops and
laminate surface, microbes
textures directed at home and countertops, cabinets and table
multiplied rapidly in less than
workspace furniture. tops.
Outlook Case study
In the last few years, home to maintain make them an ideal
affordability increased on surface decorative in high- The Company engaged
account of steady home prices maintenance interiors. in the modernisation of
and higher disposable incomes. equipment of all treated
The market for laminates is
The result is that the affordability and resin maturations
growing on account of the
of interior infrastructure products to eliminate the bleed
erstwhile VAT of 14% and excise
increased with a gravitation through. The result was a
duty of 12% being unified into a sharp decline in defects
towards branded products and
18% GST. The net effect of the that correspondingly
a marked decline in consumer
reduction – cascaded down increased the proportion
price sensitivity.
to consumers – has helped of A grade laminates,
It is in this respect that the widen the market for organised strengthening average
relevance of laminates as players. As costs increased for realisations.
a contemporary interior unorganised players on account
88
durability, scratch-and-fire
resistance as well as anti- of laminates manufactured
6
bacterial and anti-fungal by unorganised to organised
properties. The fact that players. This trend is likely to
laminates are considerably easier sustain.
% share enjoyed by
Century’s laminates
of the organised
sector in India
CENTURY PLYBOARDS (INDIA) LIMITED
“Even though we have been associated with “We are the Prime Retailer of
Centuryply as a Channel Partner for just five Century Laminates; we also engage
years in Chhattisgarh, our relationship cannot in panel and veneer business with
be measured on a defined scale. If there is one them. Mere area mein Century bahut
reason why we continue to do business with hi popular hain. Hum log hamesha
them it is because of ‘zubaan ki keemat’. There Century Laminates folder apne
is no going back on one’s word. I have rarely counter pe rakhte hai for addressing
come across a company that would treat its customers. Inke material aur folder
channel partners as family. Yeh to zindagi-bhar range kamaal ke hain!” - Vikas Chopra,
ka rishta ban gaya, saab!” - Pradeep Lahoti and RVM Buildzone, Hubli, Karnataka
Navdeep Lahoti, Shiv Agency, Raipur
“We have been on board with Centuryply “We have been working with
as distributors for Century Laminates for five Centuryply for 19 years. Their product
years. Century ke products bahut famous hai quality and range has been a big
89
apni quality, achchi service, warranty aur zero factor in its success. Hum chahte hai
claims ke liye. We have made good profits ke Centuryply aise hi top quality aur
through their products. Hum Century jaise range ke products banaata rahe aur
industry leader ke saath kaam kar rahe hai, hamaare saath kaam karta rahein!”-
yeh sochkar hi hamein proud feel hota hain!”- Bhaumik Thakkar, Bhaumik Trading
Gaurav Sukheja, G.S Traders, Satna Company, Ahmedabad
“We have seen the journey of the Company from Century Mica to Century Laminates. When
it comes to ethics, the Century team has set an example for others to follow. We love working
with Century kyu ki yeh log humare growth ke baare mein bhi bahut sochte hai… just like
family!”- Birjot Singh, Chawla Plywood, Jalandhar
CENTURY PLYBOARDS (INDIA) LIMITED ANNUAL REPORT 2020-21
90
NEW
CENTURY
ENVIRONMENT
Centuryply.
into a better wood quality. The Chennai, Karnal and Hoshiarpur). experiment, the Company
institutionalised plantations have Following an extensive analysis, commissioned additional solar
increased the green area. The the Company invested in Solivo energy capacities in its Kandla,
phased resource exploitation has modules that harvest more Karnal, Guwahati and Hoshiarpur
ANNUAL REPORT 2020-21
helped moderate environment power through the module-level facilities. As of 31 March 2021,
impact. power tracking technology. the Company’s aggregate solar
Solivo smart modules deliver energy capacity was 6 MW,
The 5R’s 30% higher yield, increased accounting for 20% of its total
reliability, lower maintenance electricity requirement. The
The Company deepened its
costs, enhanced safety and Company intends to enhance
commitment to the 5R’s (reduce,
remote monitoring. solar energy capacity at its
recycle, restore, renewable
Hoshiarpur, Kandla and Joka
and replace). This translated
facilities.
CENTURY PLYBOARDS (INDIA) LIMITED
Big numbers
Century’s solar energy capacity
(MW)
93
society around its manufacturing
Out of 100 scheduled
%, proportion of units.
tribal students
childhood cancer in who finish senior The Company’s CSR represents
total cancer cases secondary school, an extension of its commitment
in India lowest among all to respond ethically and
communities contribute to economic
development, while improving
life quality of the workforce, local
communities and society at large.
HEALTH CARE ANIMAL WELFARE
94
Calcutta Pinjrapole
Dr Bholanath
ANNUAL REPORT 2020-21
CanKids…KidsCan: The
Company has supported The Company supports
establishing a new centre farmers with the supply of
in Kolkata and providing eucalyptus clones under its
support to their day-to- Plantation Project
day operations.
EDUCATION OTHERS
Central Kolkata
Prerna Foundation:
The Company supports
95
the development and
maintenance of cremation
ghats
BOARD’S REPORT
Your Directors are pleased to present the Company’s Fortieth Annual Report and Audited Financial Statements (standalone and
consolidated) for the Financial Year ended 31st March, 2021. The consolidated performance of the Company and its subsidiaries has
been referred to wherever required.
96
FINANCIAL PERFORMANCE
FINANCIAL HIGHLIGHTS
The Company’s financial performance for the year ended 31st March, 2021 is summarised below:
ANNUAL REPORT 2020-21
H in crore
Particulars STANDALONE CONSOLIDATED
2020-21 2019-20 2020-21 2019-20
Gross Income 2124.18 2293.76 2147.68 2329.79
Profit before Depreciation, Interest & Tax 334.25 315.17 341.02 292.43
Depreciation 62.63 67.55 68.65 76.31
Interest & Finance Charges 10.79 37.24 12.79 38.90
Profit before Tax 260.83 210.38 259.58 177.22
CENTURY PLYBOARDS (INDIA) LIMITED
OVERVIEW OF THE COMPANY’S FINANCIAL of just over 16% in total Gross Value Added, agriculture could
PERFORMANCE do little to cushion the overall performance of the economy.
Both services and industry are expected to have suffered a
The standalone revenue from operations and Gross Income for
contraction of slightly more than 8%. Even within services and
Financial Year 2020-21 stood at H2113.48 crore and H2124.18 crore
industry, employment intensive sectors, such as trade, hotel and
respectively, were both lower compared to the corresponding
restaurants and construction, have suffered a bigger contraction
figures for Financial Year 2019-20 which stood at H2282.68 crore
in economic activity.
and H2293.76 crore respectively.
The construction and furniture sectors were both widely affected
During the Financial Year ended 31st March, 2021, despite
by the COVID-19 pandemic. Supply chain bottlenecks due to
all odds arising on account of the Covid-19 pandemic, your
restriction on the supply of raw materials like steel and glass also
Company recorded a Profit before tax of H260.83 crore as against
impacted the industry. Moreover, the reduction in the number
H210.38 crore in the previous year, an increase of 24%. Net Profit
of labour and financial losses due to delay in funded projects,
after tax also increased by 21% at H192.07 crore compared to
adversely affected the construction sector, hindering the growth
H158.17 crore in previous year. EBITDA margin was at 15.82% in
of wood based panel industry.
FY 2020-21 as compared to 13.80% in FY 2019-20.
During the initial phase of lockdown, the Indian plywood market
IMPACT OF COVID-19 Unfortunately 2021-22, didn’t begin well, with at least some
restrictions imminent on account of the ongoing second wave
Reflecting on 2020 one feels that COVID-19 was a lesson on life,
of the Pandemic.
that combined many learnings in one i.e. the fragility of life &
uncertainty of future, the power of nature, what really matters The escalating second wave of coronavirus infections has resulted
and what does not in life and above all, the need to move on. in states and cities imposing localized partial lockdowns, which
97
indefinite periods of time. Measures taken to contain the spread the biggest toll of the second wave is in terms of a demand
of the virus, including travel bans, quarantines, social distancing shock. Loss of mobility, lower discretionary spending, lack of
and closures of non-essential services, have triggered huge employment and inventory accumulation are some of the factors
disruptions to businesses worldwide, resulting in an economic that indicate weaker demand during the second wave in India.
slowdown. The pace of recovery of global economic activity in
Your Company’s operations were also adversely affected on
the third quarter of 2020 on the back of pent up consumption
account of suspension of production and distribution facilities
demand and a new normal of work-from-home petered out in
across India during the beginning of FY21. The Company’s
the fourth quarter. Renewed virus waves, emerging variants
operations resumed partially from first week of May 2020 at
of the virus and consequently tighter lockdowns in several
various locations across India after taking requisite measures
Western economies dampened the activity rebound. While Asian
for ensuring safety and well-being of employees and workers.
economies seem to have gained further pace, they also continue
From June 2020 onwards, operations returned to normalcy
to remain impacted by the pandemic and its global macro-
amidst all required protective measures. Amid the challenging
financial implications.
environment, impacted by COVID-19 pandemic, the Company
The pandemic’s impact has been different on different sectors undertook several measures to shore up liquidity and weather
of the Indian economy. Agriculture was the least affected by the the demand shocks. After ensuring safety of all our employees,
pandemic and is expected to grow at 3% as lockdown restrictions the Company embarked upon on a four pronged action during
never prevented any on-farm activity. However, with a share the lockdown phase and immediately thereafter:
Connect back with our key stakeholders viz. dealers and shares or convertible securities nor has granted any stock options
contractors over VC & phone calls. Our teams reached out to or sweat equity.
all of them in a consistent manner.
INDIAN ECONOMY AND STATE OF AFFAIRS
Rolled out the new ‘go-to-market’ (GTM) guidelines for our
The year 2020 witnessed unrivalled turmoil with the novel
sales team. The focus of the new GTM was physical scouting
COVID-19 virus and the resultant pandemic emerging as the
for demand generation backed up with a Sales Force
biggest threat to economic growth in a century. COVID-19 struck
Automation (SFA) tool. The entire roll out, training on GTM
India at a time when the underlying economic conditions were
and of the SFA were done in remote mode over VCs.
subdued on account of heightened global uncertainty and
Consistent development of safe features for our plywood stress in the domestic financial system. Against this backdrop, a
and laminates. stringent national lockdown to slow the spread of the pandemic
started in the last week of FY20 and remained active to varying
Invested back in the brand building by continued advertising
degrees in different geographies through most of the Q1 of FY21.
on mass media channels
This resulted in an estimated annual contraction of 8% in Gross
IMPACT OF AMPHAN domestic product (GDP), making FY21 one of the worst years in
terms of economic performance in India. India’s GDP re-entered
98
shut down for a few days. Production resumed after carrying out spirit of self-reliance. India has demonstrated how it rises up to
required repairs and re-installations. challenges and uncovers opportunities therein. Through this year,
as India bravely fought the global pandemic, it charted its own
DIVIDEND unique trajectory – showing remarkable resilience, be it fighting
Based on the Company’s performance and in conformity with the virus or ensuring economic recovery. Revitalized inter and
its Dividend Distribution Policy, the Directors are pleased to intra-state movement along with a sustained spurt in industrial
recommend for approval of the Members a final dividend of and commercial activity heralded the economy’s returning to
H1/- per equity share of face value H1/- each for the financial year normalcy. The Government adopted a proactive approach in
ended 31st March, 2021. dealing with the pandemic by introducing a slew of reforms to
CENTURY PLYBOARDS (INDIA) LIMITED
Economic activity in India has gathered pace with mild stiffening space in the months to come are not hard to foresee as they are
of the COVID-19 curve failing to deter a steady uptick in consumer linked to a possible upsurge in economic growth.
sentiment, which has been bolstered by the inoculation drive.
Significant recoveries in manufacturing and construction
Positive GDP growth in Q3 of FY 21 – for the first time since the
sectors have acted as a positive light at the end of the tunnel
onset of the pandemic – added to the positive sentiment as
as these sectors are further expected to grow in FY 22. Real GVA
the economy closed the year with activity levels higher than
in manufacturing has improved from a contraction of 35.9 per
measured in the second advance estimates of GDP.
cent in Q1 to a positive growth of 1.6 per cent in Q3 while in
On the supply side, agriculture and allied activities are clearly construction the recovery has been from a contraction of 49.4
demonstrating resilience in the face of the pandemic with a per cent in Q1 to a positive growth of 6.2 per cent in Q3. These
normal monsoon, a bumper crop and government support in the sectors are vital to the economy to achieve a growth of 11 per
form of MGNREGA and PM-KISAN allocations, along with record cent or more in 2021-22.
procurement in 2020 supporting rural incomes. Manufacturing
With fast roll out of vaccination, persistent stimulus measures
activity continues its resurgent journey on the back of sales and
under AtmaNirbhar Bharat and special thrust of Union Budget
output recovery and the Government’s Atmanirbhar Package
on health and well-being among others, macroeconomic
stimulus facilitating growth prospects and business sentiment.
configurations have been undergoing the necessary reorientation
99
which had a major dampening effect on consumer sentiment. affect the financial performance of the Company.
Housing sales began to improve from October onwards due to
FUTURE OUTLOOK
pent up demand. The softening of interest rates on home loans to
around 7%, reduction in stamp duty on registration of properties In the past decades, the expenditure on furniture has increased
and rock bottom housing prices coupled with attractive special as a result of increasing incomes, urbanisation, investment in
offers from cash-starved developers were positive factors that real estate, western influence, etc. Moreover, the introduction
paved buyers’ return to the market, though at a slower pace. of new designs and diverse product range of furniture have
The reverse migration, caused by the rise of the remote working further helped in creating a demand among the consumers.
culture, led to the emergence of heightened demand for homes Expanding distribution network and exclusive outlets of furniture
in tier-2 and tier-3 cities, including rentals. manufacturers in the region has also helped in influencing the
market for plywood. Amid the COVID-19 crisis, the global market
Central Government also announced various measures to help for Plywood estimated at US$49.7 Billion in the year 2020, is
the real estate sector survive this unprecedented health crisis. projected to reach a revised size of US$84.5 Billion by 2027,
These included invoking the ‘Force Majeure’ clause under the growing at a CAGR of 7.9% over the period 2020-2027.
RERA to extend project completion deadlines by 6-9 months, the
extension of interest subsidy for the middle-income group and The Indian plywood market is primarily driven by the growing
relaxing tax rules to allow sales of homes valued up to H2 crore at number of construction activities and the expanding home
a 20% discount to circle rate. At the macro level, the grounds for furnishing sector. The Indian plywood market reached a value
a likely surge in demand for residential housing and commercial of INR 222.5 Billion in 2020 and is expected to grow at a CAGR
of 4.3% during 2021-2026. Growing preference for traditional to 20%. It is expected that given the present circumstances,
furniture in bedrooms and living rooms has furthermore steered plywood and particle board market will grow by 16%, Decorative
the wood based panel market demand over the years. laminate by 12% and MDF by 20% in FY22.
The year 2020 brought forth many changes that will shape The demand for wooden furniture in the Indian market is
future trends in the marketplace for numerous industries. This is mainly driven by the residential sector. Nowadays, consumers
especially true in the furniture industry, where trends come and are replacing their furniture more frequently than in the past,
go in both style and substance as well as in the way furniture which is largely due to increasing standards of living and a steady
is marketed to consumers. The pandemic has given rise to new increase in disposable income across the board. These are some
market trends and with a large percentage of employees working of the factors driving the continuous growth of the Furniture
remotely, the demand for home-office furniture has almost market. Moreover, aesthetic reasons coupled with the need for
tripled. 2021 for the furniture industry will be interesting, to say consumers to be comfortable in their apartment, as evidenced
the least. Consumer wants and needs have changed drastically by the Living Room and Dining Room segment being the largest
over the last year, and while they, of course, will always need segment of the Furniture market, and the adoption of online
furniture, the way they shop for it, presents new challenges for shopping are major contributing factors to the constant growth
100
looks well set on its pathway to recovery and revival and the and others. The application segment is divided into construction,
roadmap that the government is charting, particularly in terms furniture and packaging. The construction segment is further
of the well-received recent budget have made the right moves bifurcated into floors & roofs, windows & doors, siding, and
towards this end. Despite the second wave of coronavirus, the others. Similarly, the furniture segment is sub-segmented into
recovery in economy is resilient with sustained improvement in residential and commercial.
majority of high frequency indicators.
Globally, MDF accounts for the largest market share of around
Keeping in mind the changing shopping trends, Century Ply 45% in the overall wood based panels market and this is also
had launched its online shopping platform ‘CenturyPly e-shop’ expected to witness high growth rate over the coming years.
across the Country. The e-shop enables a seamless buying This is attributed to the broad application used in vertical and
CENTURY PLYBOARDS (INDIA) LIMITED
experience for the consumers allowing them to buy directly horizontal wood based panels across the construction industry.
from the Company’s website. Consumers are assured regarding The versatility of the product and its wide range of applications
authenticity and quality of the products and are saved from in the construction industry make it a likely contender. High
getting duped because of presence of duplicate products in demand for MDF products used for manufacturing flooring,
market. The Company also forayed into the Indian e-commerce furniture, and cabinetry, is projected to drive the overall market.
platform by associating with e-commerce giants, Flipkart and
Amazon. This was a first-of-its-kind association where the FUTURE PLANS OF EXPANSION
country’s leading building material company has stepped into The Company’s Medium Density Fiber (MDF) Board unit at
the e-commerce service to leverage the spike in online shopping Hoshiarpur in Punjab with an installed capacity of 198000 CBM
and digital consumption amidst the pandemic. per year, attained full capacity utilisation during FY 2020-21. With
growing demand for the Company’s MDF board, the Company
The positive impact on real estate with the pre-budget sanction
has initiated steps for expansion of capacity of this unit at a
of H25000 crore by the government for completion of 1600
CAPEX of approx. H200 Crore. Post expansion, the capacity of this
stalled projects and extension of exemptions for affordable
unit would increase to 330000 CBM per year. The Company is also
housing during budget promises to provide some kinetic energy
in the process of setting up a new unit in the State of Punjab for
to the snail paced sector. After Budget, the growing positivity
manufacturing of veneer and plywood with a capacity of 60000
in markets is also helping the producers and traders to expand
CBM per year at a CAPEX of approx. H75 Crore. This is expected to
the product variety and network. Post Budget of 2021-22,
be operational within the first quarter of FY 2022-23.
what looks imminent is a huge possibility of building material
consumption with growth in construction of new highways and The newly set-up veneer manufacturing unit of the Company’s
public facilities because government is committed to spend big wholly owned subsidiary Century Gabon SUARL at Gabon in
with huge capital expenditure. Healthcare, Railways, Education, Africa also started its commercial production on 8th February,
Warehousing and booming Industrial growth are going to be 2021 with an operating capacity of peeling 200 CBM of timber
immediate demand drivers. This budget is certainly a booster per day. This unit has the advantage of availability of abundant
shot, which will be evident with speedy growth. Threshold for the Okoume timber required for production of face veneer. This unit
deeming of stamp duty value for transfer of specified residential will serve as a backward integration for securing availability of
units by the real-estate developer has been increased from 10% raw material for Century Ply.
BOARD’S MANAGEMENT CORPORATE FINANCIAL
REPORTS DISCUSSION AND ANALYSIS GOVERNANCE STATEMENTS
The Company’s wholly owned Subsidiary, Century Panels Ltd. has remaining 39.94% of the share capital of its subsidiary company
also initiated steps for setting up a new unit in the state of Andhra ‘Century Infotech Ltd.’ from other shareholders.
Pradesh for manufacturing of MDF boards with a capacity of
Your Company does not have any material subsidiary whose
231000 CBM per year at a CAPEX of approx. H500 Crore. This is
net worth exceeds 10% of the consolidated net worth of the
expected to be operational within the first quarter of FY 2023-24.
Company in the immediately preceding financial year or has
The Company’s proposed capex plans for setting up a Particle generated 10% of the consolidated income of the Company
Board and MDF unit in Uttar Pradesh has got on hold, pending during the previous financial year.
decision of the National Green Tribunal which had quashed all
provisional licenses issued by the Uttar Pradesh government for OPERATIONS
establishing new wood-based industries in the State. There has been no material change in the nature of the business
of the subsidiaries/ step-down subsidiaries during the year under
Traditionally the Company has been operating in premium or
review.
upper segment of plywood market. However, the value segment
(H80-100 per sq. ft. at consumer price) is the largest segment Auro Sundram Ply & Door Pvt. Ltd. is engaged in the manufacturing
and is 4 to 5 times the size of the premium segment. With of plywood and allied products from eco-friendly agro-forestry
Government’s focus also shifting towards affordable housing, timber and operating a plywood unit at Roorkee in Uttarakhand.
101
plywood. It has entered into arrangements with various entities in
SUBSIDIARIES Laos whereby it has provided them with plant and machinery for
CHANGES IN SUBSIDIARIES manufacture and supply of veneer and plywood to it.
As on 31st March, 2021, your Company had 11 subsidiaries and Century Gabon SUARL has started its commercial production
3 step-down subsidiaries. These subsidiaries were Auro Sundram on 8th February, 2021 with an operating capacity of peeling 200
Ply & Door Pvt. Ltd., Century MDF Ltd., Ara Suppliers Pvt. Ltd., CBM of timber per day. This unit has the advantage of availability
Arham Sales Pvt. Ltd., Adonis Vyaper Pvt. Ltd., Apnapan Viniyog of abundant Okoume timber required for production of face
Pvt. Ltd., Century Infotech Ltd., Century Panels Ltd., Centuryply veneer. This unit will serve as a backward integration for securing
Myanmar Pvt. Ltd., Century Ply (Singapore) Pte. Ltd. and Century availability of raw material for Century Ply.
Gabon SUARL and step-down subsidiaries were Asis Plywood
Ltd., Century Ply Laos Co. Ltd., Century Huesoulin Plywood Lao Century Ply Laos Co. Ltd. is engaged in the manufacturing of veneer
Co., Ltd. There are no associate or joint venture companies within in Attapeu province in Laos out of raw material sourced locally
the meaning of Section 2(6) of the Companies Act, 2013. while Century Huesoulin Plywood Lao Co., Ltd. is manufacturing
plywood at its unit in Savannakhet Province in Laos. However, due
During the year, the Company’s shareholding went up marginally to administrative restrictions imposed by the Laos Government, the
in its overseas subsidiary Century Ply (Singapore) Pte. Ltd. from operations of these step-down subsidiaries and consequently that
90.60% to 90.65% owning to further allotment of shares to of Century Ply (Singapore) Pte. Ltd. remained suspended during the
it. Further, the Company approved a proposal to acquire the financial year under review.
In the wake of Covid-19, the Company’s Subsidiaries had Company and its subsidiaries for FY 2020-21 along with Auditor’s
suspended their production and distribution facilities temporarily Report thereon forms part of this Annual Report.
and moved to ‘work from home’ policy for all its employees at
Further, pursuant to the provisions of Section 136 of the
the beginning of the current financial year, adhering to the
Companies Act, 2013, Annual Report of the Company, containing
guidelines issued by the governing authorities of the respective
therein its standalone and consolidated financial statements
countries. Gradually, with the changing directives, they became
along with relevant documents and separate audited financial
fully operational from first week of June after taking requisite
statements in respect of each of the subsidiaries, are available
measures for ensuring safety and well-being of employees and
on the website of the Company, www.centuryply.com under the
workers.
‘Investors’ section.
POLICY ON MATERIAL SUBSIDIARIES The Financial Statements along with audit reports thereto in
The Company’s policy for determining material subsidiaries in respect of the Company’s subsidiaries are available for inspection
accordance with Regulation 16(1)(c) of SEBI (Listing Obligations by the Members at the Registered Office of the Company and that
and Disclosure Requirements) Regulations, 2015 (‘Listing of the respective subsidiaries during working days between 11.00
102
Regulations’) is available on the website of the Company at A.M. and 1.00 P.M. Shareholders interested in obtaining a copy
https://www.centuryply.com/codes-policies/CPIL-Policy-on- of the audited financial statements of the subsidiary companies
material-subsidiary.pdf may write to the Company Secretary at the Company’s registered
office.
FINANCIAL POSITION & PEFORMANCE
PARTICULARS OF LOANS, GUARANTEES AND
ANNUAL REPORT 2020-21
Companies Act, 2013, does not exceed the higher of sixty percent
Significant transactions and arrangements entered into by
of its paid-up share capital, free reserves and securities premium
subsidiary companies are placed before the Company’s
account or one hundred percent of its free reserves and securities
Board.
premium account.
Pursuant to the provisions of Section 129(3) of the Companies
Act, 2013, a statement in Form No. AOC-1, containing the salient PARTICULARS OF CONTRACTS OR
features of financial statements of the Company’s subsidiaries is ARRANGEMENTS WITH RELATED PARTIES
appended as Annexure ‘1’ to this Report. All contracts/ arrangements/ transactions with related parties,
The Contribution of the subsidiaries to the overall performance entered into or modified by the Company during the Financial
of the Company during the year is given in note no. 47 of the Year 2020-21, were on an arm’s length basis and not ‘material’. The
Consolidated Financial Statement. said transactions with Related Parties were entered into for the
benefit and in the interest of your Company and its stakeholders.
ACCOUNTS These transactions were inter alia based on various considerations
such as business exigencies, synergy in operations, the policy of
CONSOLIDATED FINANCIAL STATEMENTS the Company and resources of the Related Parties. There was no
The consolidated financial statements of the Company and its material related party transaction made by the Company during
subsidiaries for FY 2020-21 are prepared in compliance with the year requiring shareholders’ approval under Regulation 23(4)
the applicable provisions of the Companies Act, 2013 and as of the Listing Regulations or Section 188 of the Companies Act,
stipulated under Regulation 33 of the Listing Regulations as well 2013 read with Rules made thereunder. The approval of the Audit
as in accordance with the Indian Accounting Standards notified Committee was sought for all related party transactions. Certain
under the Companies (Indian Accounting Standards) Rules, 2015. transactions which were repetitive in nature were approved
In accordance with the provisions of Section 129(3) of the through omnibus route. A statement of transactions entered into
Companies Act, 2013 read with the Companies (Accounts) pursuant to the approvals so granted is placed before the Audit
Rules, 2014, Companies (Indian Accounting Standards) Rules, Committee and the Board of Directors on a quarterly basis. All the
2015 and other applicable provisions and Regulation 34(2) of transactions were in compliance with the applicable provisions
Listing Regulations, the Consolidated Financial Statements of the of the Companies Act, 2013 and Listing Regulations.
BOARD’S MANAGEMENT CORPORATE FINANCIAL
REPORTS DISCUSSION AND ANALYSIS GOVERNANCE STATEMENTS
During the year, the Company had not entered into any requirement to place the matter relating to appointment of
contract/ arrangement / transaction with related parties which auditors for ratification by Members at every AGM has been done
could be considered material in terms of the Company’s Policy away by the Companies (Amendment) Act, 2017 with effect from
on Materiality of and dealing with Related Party Transactions. 7th May, 2018. Accordingly, no resolution is being proposed for
Accordingly, the disclosure of Related Party Transactions as ratification of appointment of statutory auditors at the ensuing
required under Section 134(3) (h) of the Companies Act, 2013 AGM. The Statutory Auditors were present in the last AGM.
read with Rule 8(2) of the Companies (Accounts) Rules, 2014 in
Pursuant to Section 141 of the Companies Act, 2013 read with
Form AOC-2 is not applicable.
the Companies (Audit and Auditors) Rules, 2014, M/s. Singhi &
The Related Party Disclosures in terms of Regulation 34(3) read Co have represented that they are not disqualified and continue
with Part A of Schedule V of the Listing Regulations is provided to be eligible to act as the Auditor of the Company. M/s. Singhi
under note no. 41 of the Notes to the Financial Statements. There & Co. have also confirmed that they have been subjected to the
are no materially significant transactions with related party which peer review process of the Institute of Chartered Accountants of
may have a potential conflict with the interest of the Company India (ICAI) and holds a valid certificate issued by the Peer Review
at large. Board of ICAI as required under Regulation 33(1)(d) of the Listing
Regulations.
The Company, in terms of Regulation 23 of the Listing Regulations
103
MR-3 is appended hereto as Annexure ‘3’.
under Section 73 of the Companies Act, 2013 read with the
Companies (Acceptance of Deposits) Rules, 2014. As such, no The said Secretarial Audit Report does not contain any
amount on account of principal or interest on public deposits qualification, reservation, adverse remark or disclaimer.
was outstanding as on the date of the Balance Sheet.
No frauds have been reported by the Statutory Auditor or the
Secretarial Auditor of the Company during the year under review.
AUDITORS
STATUTORY AUDITORS DIRECTORS AND KEY MANAGERIAL
M/s Singhi & Co, Chartered Accountants (ICAI Firm Registration PERSONNEL
No. 302049E) has been your Company’s Auditors since 2014.
I. INDEPENDENT DIRECTORS:
In terms of the provisions of Section 139 of the Companies
Act, 2013 read with provisions of the Companies (Audit and (a) CHANGES IN INDEPENDENT DIRECTORS:
Auditors) Rules, 2014, as amended, the Members at the Thirty- Pursuant to the provisions of Section 149 and 152 read
Eighth Annual General Meeting (AGM) held on 4th September, with Schedule IV of the Companies Act, 2013 and the Rules
2019, approved their re-appointment as Statutory Auditors of the made thereunder, the shareholders at the Annual General
Company for a second term of five consecutive years, i.e., from Meeting held on 9th September, 2020 inter alia, confirmed
the conclusion of the Thirty-eighth AGM until the conclusion appointment of Sri Amit Kiran Deb (DIN: 02107792) as an
of Forty-third AGM to be held in the calendar year 2024. The Independent Director with effect from 1st April, 2020 to 30th
September, 2023.
Sri Santanu Ray (DIN: 00642736) ceased to be a Director ii. in terms of Regulation 25(8) of the Listing Regulations,
on 31st March, 2021 upon completion of his second term they are not aware of any circumstance or situation,
as Independent Director. The Board places on record its which exist or may be reasonably anticipated, that
appreciation for his invaluable contribution and guidance. could impair or impact their ability to discharge their
In terms of Section 149(11) of the Companies Act, 2013, no duties with an objective independent judgment and
Independent Director shall hold office for more than two without any external influence.
consecutive terms.
The Independent Directors have complied with the Code of
Based on recommendation of Nomination & Remuneration Conduct as formulated by the Company and also with the
Committee, the Board of Directors at its meeting held on Code for Independent Directors prescribed in Schedule IV to
9th February, 2021, appointed Sri Naresh Pachisia (DIN: the Companies Act, 2013
00233768) as an Additional Director in the Independent
Further, in terms of Rule 6(3) of the Companies (Appointment
category, with effect from 1st Àpril, 2021 for a term of three
and Qualification of Directors) Rules, 2014, the Independent
years ending on 31st March, 2024, subject to approval of
Directors have also confirmed compliance with the
the shareholders of the Company at the ensuing Annual
104
provisions of Rule 6(1) and 6(2) of the said Rules with respect
General Meeting. The Board of Directors of your Company
to inclusion of their names in the Independent Director’s
recommends his appointment.
database maintained by the Indian Institute of Corporate
The Company had received a notice in writing from a Affairs at Manesar.
member under Section 160 of the Companies Act, 2013,
In terms of Regulation 25(9) of the Listing Regulations, the
ANNUAL REPORT 2020-21
Your Company conducted a familiarisation programme highest level of integrity including maintaining utmost
for all its Independent Directors wherein presentation was confidentiality and identifying, disclosing and managing
made by a competent professional giving an in-depth conflicts of interest.
analysis of the latest amendments in the provisions relating
to Corporate Social Responsibility and other amendments II. NON- INDEPENDENT DIRECTORS:
in Companies Act and various SEBI Regulations. The details (a) CHANGES IN NON-INDEPENDENT DIRECTORS:
of such Familiarisation programme for the Independent The Board of Directors at its meeting held on 9th February,
Directors conducted during the year under review has been 2021, appointed Sri Rajesh Kumar Agarwal (DIN- 00223718)
uploaded on the website of the Company and is available as an Additional Director in the Executive category with
at the web-link: https://www.centuryply.com/investor- effect from 9th February, 2021 for a period of three years
information/Familiarization-Programme-Details_2020-21.pdf. subject to approval of the shareholders of the Company at
Presentations, during Board Meetings, were also made by the ensuing Annual General Meeting.
the Company Secretary giving an in-depth analysis of the The Company had received a notice in writing from a
regulatory amendments and requirements of the Companies member under Section 160 of the Companies Act, 2013,
Act and various SEBI Regulations. The senior management proposing the candidature of Sri Rajesh Kumar Agarwal for
105
in-house programme, the Independent Directors are also from time to time in building up the Company’s growth.
encouraged to participate in various training sessions to (b) RETIREMENT BY ROTATION:
update and refresh their skills and knowledge. Apart from
Pursuant to the provisions of Section 152(6)(c) of the
this, each Director of the Company has complete access to
Companies Act, 2013, Sri Vishnu Khemani and Sri Keshav
information relating to the Company. Independent Directors
Bhajanka, being longest in office, retire by rotation, and
have the freedom at all times to interact with the Company’s
being eligible, offer their candidature for re-appointment
management.
as Directors. In view of their considerable experience and
(d) STATEMENT REGARDING INDEPENDENT DIRECTOR contribution to the Company, the Board recommends
The Board opined that your Company has been fortunate their re-appointment. Their detailed profiles and particulars
over the years to have experienced persons from diverse of experience, skill and attributes that qualify them for
fields as Independent Directors on its Board. In the opinion of Board Membership together with other details as required
the Board, the Independent Directors are highly skilled and under the Companies Act, 2013, Secretarial Standards and
their expertise provides a unique contribution to the Board’s Listing Regulations, are given in the explanatory statement
overall effectiveness. Further, the Independent Directors attached to the Notice of ensuing Annual General Meeting
maintained high standard of ethics and demonstrated of the Company.
III. KEY MANAGERIAL PERSONNEL MEETINGS OF INDEPENDENT DIRECTORS
Pursuant to the recommendation of the Nomination and During the year under review, the Independent Directors met
Remuneration Committee, the Board of Directors at its once on 14th January, 2021 without the presence of Non-
meeting held on 10th November, 2020 reappointed Sri Independent Directors and members of the Management, inter
Keshav Bhajanka as an Executive Director of the Company for alia to:
a further period of five years with effect from 28th January,
• Review the performance of Non-Independent Directors, the
2021; Sri Sajjan Bhajanka was reappointed as Chairman and
Board as a whole and that of its Committees;
Managing Director of the Company for a further period of
five years with effect from 1st April, 2021; Sri Sanjay Agarwal • Review the performance of the Chairman of the Company,
and Sri Ajay Baldawa, were reappointed as CEO & Managing taking into account the views of Executive Directors and
Director and Executive Director (Technical) respectively for Non-Executive Directors; and
a further period of five years with effect from 1st July, 2021.
• Assess the quality, content and timeliness of flow of
The Board, further at its meeting held on 9th February, information between the Company’s management and the
106
2021, on recommendations made by the Nomination and Board which is necessary for the Board to effectively and
Remuneration Committee, appointed Sri Rajesh Kumar reasonably perform its duties.
Agarwal as an Executive Director of the Company for a
period of three years, with effect from 9th February, 2021. All
MANAGERIAL REMUNERATION
the aforesaid appointment/ re-appointment are subject to PARTICULARS OF MANAGERIAL REMUNERATION
ANNUAL REPORT 2020-21
approval of the shareholders at the ensuing Annual General Disclosure pertaining to remuneration and other details as
Meeting. required under Section 197(12) of the Companies Act, 2013
Since Sri Sajjan Bhajanka would be attaining the age of 70 read with Rule 5(1) of the Companies (Appointment and
years on 3rd June, 2022, his re-appointment for a term of five Remuneration of Managerial Personnel) Rules, 2014 is annexed to
years is subject to approval of the shareholders by way of this Report as Annexure ‘4’. Your Directors state that none of the
a special resolution. His reappointment is further subject to Executive Directors of the Company received any remuneration
compliance of Regulation 17(1B) of the Listing Regulations or commission from any of its Subsidiaries.
which is scheduled to become effective on 1st April, 2022, PARTICULARS OF EMPLOYEES
where upon, Sri Bhajanka shall, at his discretion, opt to
CENTURY PLYBOARDS (INDIA) LIMITED
Financial Year 31st March, 2021 and of the profit of the the requirements of Corporate Governance, forms a part of the
Company for that period; Annual Report.
(iii) taken proper and sufficient care for the maintenance of CEO & CFO CERTIFICATION
adequate accounting records in accordance with the
In terms of Regulation 17(8) read with Schedule II Part B of the
provisions of the Companies Act, 2013 for safeguarding the
Listing Regulations, a certificate from the Chief Executive Officer
assets of the Company and for preventing and detecting
and Chief Financial Officer of the Company addressed to the
fraud and other irregularities;
Board of Directors, inter alia, confirming the correctness of the
(iv) prepared the Annual Accounts of your Company for the financial statements and cash flow statements for the Financial
Financial Year ended 31st March, 2021 on a ‘going concern’ Year ended 31st March, 2021, adequacy of the internal control
basis; measures and reporting of matters to the Audit Committee, is
provided elsewhere in this Annual Report.
(v) laid down internal financial controls to be followed by
the Company and that such internal financial controls are
RISK MANAGEMENT
adequate and were operating effectively; and
Your Company has a comprehensive risk management
(vi) devised proper systems to ensure compliance with the framework in place and a robust organizational structure for
107
aspirations and societal expectations. The Company believes in changing business environment. The Company, through its risk
achieving business excellence and optimizing long-term value management process, aims to contain the risks within its risk
for its shareholders on a sustained basis through ethical business appetite. There are no risks which in the opinion of the Board
conduct. Your Company is committed to adopt best Corporate threaten the existence of the Company.
Governance practices to boost long-term shareholder value
without compromising the rights of the minority shareholders. INTERNAL CONTROLS/ INTERNAL FINANCIAL
CONTROLS AND THEIR ADEQUACY
Your Company complies with the applicable provisions of the
Companies Act, 2013 and applicable Secretarial Standards issued The Company’s internal controls are commensurate with the
by the Institute of Company Secretaries of India. Apart from nature of its business, the size and complexity of its operations.
complying with the mandatory requirements, your Company These have been designed to provide reasonable assurance
also complies with certain discretionary requirements of with regard to recording and providing reliable financial and
Corporate Governance as specified in Part E of Schedule II of the operational information, complying with applicable statutes,
Listing Regulations. safeguarding assets from unauthorized use, executing
transactions with proper authorization and ensuring compliance
In compliance with the provisions of Regulation 34 of the Listing with corporate policies. Such controls have been tested during
Regulations read with Schedule V of Listing Regulations, a Report the year and no reportable material weakness or significant
on Corporate Governance for the Financial Year ended 31st March, deficiencies in the design or operation of internal financial
2021 along with a Certificate issued by M/s. MKB and Associates, controls was observed.
Company Secretaries in Practice, confirming compliance with
The Company has a well-defined delegation of power with The individual performance of all Directors (including the
authority limits for approving contracts as well as expenditure. Independent Directors) was also carried out by the entire Board
Processes for formulating and reviewing annual and long- without the presence and participation of the Director being
term business plans have been laid down. The Company uses evaluated.
a state-of-the-art enterprise resource planning (ERP) system
Parameters and process applied for carrying out the evaluation
that connects all parts of the organization, to record data for
has been discussed in detail in the Corporate Governance Report.
accounting, consolidation and management information
purposes. It has continued its efforts to align all its processes and Based on the evaluations, the performance of the Board, its
controls with global best practices. Committees and Individual Directors, including that of Chairman
and Independent Directors, was found to be satisfactory. The
Standard operating procedures have been laid down to guide
Board and its Committees had been highly effective in achieving
the operations of the business. Unit heads are responsible to
their respective charters of monitoring the overall performance of
ensure compliance with the policies and procedures laid down
the Company, overseeing the performance of the management
by the management. Robust and continuous internal monitoring
and thus upholding high standards of corporate governance. The
mechanisms and review processes ensure that such systems are
108
board meetings were well run and the members of the Board
reinforced on an ongoing basis and updated with new / revised
acted with sufficient diligence and care. The Chairman had been
standard operating procedures in order to align the same with
instrumental in fostering and promoting the integrity of the Board
the changing business environment.
while nurturing a culture where the Board works harmoniously
The Audit Committee regularly reviews the budgetary control for the long-term benefit of the Company and all its stakeholders.
ANNUAL REPORT 2020-21
system of the Company as well as system for cost control, financial He continuously guides the Board for effective governance
controls, accounting controls, physical verification controls, etc. structure in the Company, displaying professionalism, efficient
to assess the adequacy and effectiveness of the internal control leadership and decisiveness in his judgements.
systems. Regular review of the established internal controls
Information is provided to the Board and Committee Members
system of the Company were undertaken and deficiencies in the
on a continuous basis for their review, inputs and approval from
design or operation of such control, if any, was discussed with the
time to time. The Independent Directors reviewed the quality,
Auditors and the Audit Committee and suitable actions to rectify
content and timeliness of the flow of information between the
those deficiencies were recommended for implementation.
Management and the Board and its Committees and unanimously
Based on its evaluation (as defined in section 177 of Companies opined that the same is proper, adequate and timely.
CENTURY PLYBOARDS (INDIA) LIMITED
The Board, at its meeting held on 9th February, 2021 discussed Mandatory Committees
and took on record the performance evaluation carried out Audit Committee
by the Independent Directors and by the Nomination and
Nomination and Remuneration Committee
Remuneration Committee. Thereafter, the Board carried out an
evaluation of its own performance and that of its Committees. Stakeholders Relationship Committee
BOARD’S MANAGEMENT CORPORATE FINANCIAL
REPORTS DISCUSSION AND ANALYSIS GOVERNANCE STATEMENTS
Risk Management Committee the Company, including its strategies, environment, operations,
financial condition and compliance requirements.
Corporate Social Responsibility Committee
The NRC conducts a gap analysis to refresh the Board on a
Non-mandatory Committees periodic basis, including each time a Director’s appointment or
Share Transfer Committee re- appointment is required. The NRC reviews and vets the profiles
Finance Committee of potential candidates vis-a-vis the required competencies,
undertakes due diligence and meets potential candidates, prior
Details of composition of the above Committees, their terms of to making recommendations of their nomination to the Board.
reference, number of meetings held during the year, attendance
therein and other related aspects are provided in the Corporate Criteria for determining qualifications, positive
Governance Report forming part of the Annual Report. There attributes and independence of a Director
has been no instance where the Board has not accepted the In terms of the provisions of Section 178(3) of the Companies
recommendations of its Committees. Act, 2013 and Regulation 19 read with Schedule II of the Listing
Regulations, the NRC has formulated the criteria for determining
POLICIES AND CODES qualifications, positive attributes and independence of Directors,
the key features of which are as follows:
109
qualified members for the Board and other executive level and expertise. The Board composition as on the date of this
and ensure their long term sustainability. report meets the above objective. Your Company believes that
attracting, recruiting and retaining a diverse team at the Board
b) the Company is able to provide a well-balanced and level will enhance Company’s reputation and will help the
competitive compensation package to its Executives, taking Company in furtherance of its objectives. Your Company has over
into account their roles and position, shareholder interests, the years been fortunate to have eminent persons from diverse
industry standards and relevant regulations. fields as Directors on its Board. The Company believes that a
c) remuneration of the Directors and other Executives are truly diverse Board leverages differences in thought, perspective,
aligned with the business strategy and risk tolerance, knowledge, skill, regional and industry experience, cultural and
objectives, vision, values and long-term interests of the geographical background, age, ethnicity and gender that will
Company. help the Company retain its competitive advantage.
The Company’s Policy on Board Diversity, formulated and
Selection and procedure for nomination and adopted in terms of Regulation 19 read with Part D of Schedule
appointment of Directors II of Listing Regulations sets out its approach to diversity. This
The Nomination and Remuneration Committee (‘NRC’) is policy aims to address the importance of a diverse Board in
responsible for developing competency requirements for the harnessing the unique and individual skills and experiences of
Board based on the industry and strategy of the Company. The the members in a way that collectively benefits the organisation
Board composition analysis reflects in-depth understanding of and business as a whole. The said Policy makes the Nomination
and Remuneration Committee of the Company responsible for RISK MANAGEMENT POLICY
monitoring and assessing the composition and performance of The Board of Directors of the Company has formed a Risk
the Board, as well as identifying appropriately qualified persons Management Committee to frame, implement and monitor
to occupy Board positions. the risk management plan for the Company. The Committee is
The Board Diversity Policy of the Company is available on our responsible for monitoring and reviewing the risk management
website at https://www.centuryply.com/codes-policies/Board- plan and ensuring its effectiveness. Your Company’s policy
Diversity-Policy.pdf. on Risk Management is designed to minimise the adverse
consequence of risks on business objectives of the Company.
Moving beyond the Board, the Company also believes and puts
The Board is kept informed about the risk assessment and
into practice the fact that diversity and inclusion at workplace
minimization procedures. The risk management framework is
helps nurture innovation, by leveraging the variety of opinions
reviewed periodically by the Board and the Audit Committee. The
and perspectives coming from employees with diverse age,
Audit Committee has additional oversight in the area of financial
gender and ethnicity.
risks and controls. The major risks identified by the businesses
and functions are systematically addressed through mitigating
WHISTLE BLOWER POLICY/ VIGIL MECHANISM
110
During the year, no complaint regarding sexual harassment was CODE OF CONDUCT
received by the said Committee. The Company has adopted a Code of Conduct for members
of its Board and for Senior Management Personnel in terms
DIVIDEND DISTRIBUTION POLICY
of Regulation 17(5) of the Listing Regulations. The Company,
Your Company is deeply committed to driving superior value through its ‘Code of Conduct for Directors and Senior
creation for all its stakeholders. It continuously focuses on Management Personnel’, provides guiding principles of conduct
sustainable returns, through an appropriate capital strategy for to promote ethical conduct of business, confirms to equitable
both medium term and longer term value creation. treatment of all stakeholders, and to avoid practices like bribery,
Pursuant to Regulation 43A of Listing Regulations, the Board corruption and anti – competitive practices. This Code reflects
of Directors of the Company have formulated and adopted a the Company’s underlying ethical values and commitment to lay
progressive and dynamic Dividend Distribution Policy, ensuring standards of integrity, transparency, fairness, accountability and
the immediate as well as long term needs of the business. The pursuit for excellence. The Code intends to enhance integrity,
same has been appended as Annexure ‘6’ to this Report and is also ethics & transparency in governance of the Company and thereby
available on the Company’s website at: https://www.centuryply. reinforce the trust and confidence reposed in the Management
com/codes-policies/CPIL-Dividend-Distribution-Policy.pdf. of the Company by all its stakeholders. The Code has been
111
Regulations, 2015, as amended, your Company has adopted
transparency and ensures that the stakeholders are informed
a ‘Code of Conduct to regulate, monitor and report trading by
regarding the major and material events of the Company. The
Designated Persons’. This Code was amended in line with SEBI
objective of this policy is to have uniform disclosure practices and
notification dated 17th July, 2020. The key changes therein
ensure timely, adequate and accurate disclosure of information
included amendment in the clause relating to non-applicability
on an ongoing basis.
of trading window restriction, contents of digital database and
OTHER POLICIES payment of amount collected by the Company under this Code
to SEBI for credit to the Investor Protection and Education Fund.
Policy on ‘Material Subsidiaries’, Policy on Corporate Social
Responsibility and Business Responsibility Policy has been This Code is applicable to all the Promoters, Directors and
discussed elsewhere in this Report. Policy on Materiality of and such other persons defined as designated persons and to their
dealing with Related Party Transactions, Policy for Preservation of immediate relatives as well. The key object of the Code is to
Documents, Archival Policy and Anti-Bribery and Anti- Corruption promote transparency and fairness in dealings in the securities
Policy are some of the other policies formulated and adopted by of the Company. The Code lays down guidelines, which advise
the Board pursuant to the requirement of Listing Regulations. on procedures to be followed and disclosures to be made,
These policies may be accessed on the Company’s website at while dealing in shares of the Company and cautions on the
www.centuryply.com. consequences of non-compliances. The Code prohibits and
deters the Promoters, Directors of the Company and other centuryply.com/codes-policies/Policy-on-Corporate-Social-
specified employees and their relatives from dealing in the Responsibility.pdf. In terms of the requirements of Companies
securities of the Company on the basis of any unpublished (Corporate Social Responsibility Policy) Rules, 2014, the Annual
price sensitive information available to them by virtue of their Report on CSR and the initiatives undertaken by the Company
position in the Company. The Code is available on the website of on CSR activities during the Financial Year 2020-21, is appended
the Company at www.centuryply.com. The Company Secretary hereto as Annexure ‘7’ to this Report.
of the Company acts as the Compliance Officer for the purpose
of the aforesaid Code to inter-alia monitor adherence to the PIT BUSINESS RESPONSIBILITY
Regulations. At Centuryply, we are committed to enhance value for our
Your Company has adopted a Code of Practices and Procedures stakeholders together with economic and social well-being
for Fair Disclosure of Unpublished Price Sensitive Information. of the society and minimising the direct and indirect adverse
This Code lays down principles and practices to be followed by impact of its operations on the environment. Your Company, as a
the Company with respect to adequate and timely disclosure of responsible corporate citizen, recognizes that ethical conduct in
unpublished price sensitive information. all its functions and processes is the cornerstone of a responsible
112
COMPLIANCE WITH SECRETARIAL STANDARDS the same with their Depository Participant or the Registrar and
AND INDIAN ACCOUNTING STANDARDS Share Transfer Agent of the Company, to receive soft copies of
the Annual Report, Notices and other communications from the
The Board of Directors affirms that during the Financial Year 2020-
Company.
21, the Company has complied with the applicable Secretarial
Standards issued by the Institute of Company Secretaries of HUMAN RESOURCE DEVELOPMENT & INDUSTRIAL
India and approved by the Central Government under Section RELATIONS
118(10) of the Companies Act, 2013. In the preparation of the
Your Company’s human resource practices have always been
Financial Statements, the Company has also applied the Indian
centered around employee welfare and wellness, creating an
Accounting Standards (Ind AS) specified under Section 133 of the
environment of collaboration and connect which has aided us
Companies Act, 2013, read with Companies (Indian Accounting
to achieve industrial harmony since beginning of our operations.
Standards) Rules, 2015.
The Industrial Relations scenario continued to be largely positive
CREDIT RATING across all the locations. Notwithstanding the challenges posed
by the ongoing pandemic, the enthusiasm and unstinting efforts
During the year under review, ICRA Limited has reaffirmed [ICRA]
of the employees have enabled your Company to remain at the
A1+ (pronounced ICRA A one plus) rating for the Company in
forefront of the Industry and to achieve ever high targets.
113
resolution mechanisms have enabled the Company to create a
Members requiring physical copies can send a request to the
highly motivated pool of professionals and skilled workforce that
Company.
share a passion and vision of the Company.
Pursuant to the MCA General Circular No. 20/2020 dated May
5, 2020, read with the Securities and Exchange Board of India CONSERVATION OF ENERGY, TECHNOLOGY
Circular No. SEBI/HO/CFD/CMD1/CIR/P/2020/79 dated May 12, ABSORPTION AND FOREIGN EXCHANGE
2020, Companies were dispensed with the printing and despatch EARNINGS AND OUTGO
of Annual Reports to Shareholders. Hence, the Annual Report of The information on conservation of energy, technology
the Company for the financial year ended 31st March, 2020 was absorption and foreign exchange earnings and outgo as
sent only through email to the Shareholders. stipulated under Section 134 of the Companies Act, 2013 read
MCA, vide its General Circular No. 02/2021 dated 13th January, with the Companies (Accounts) Rules, 2014, is set out in the
2021 and SEBI vide its Circular No. SEBI/HO/CFD/CMD2/ Annexure ‘9’ to this report.
CIR/P/2021/11 dated 15th January, 2021, have further extended
INVESTOR EDUCATION AND PROTECTION FUND
this dispensation till 31st March, 2021. Accordingly, the Annual
Report of the Company for the financial year ended 31st March, Pursuant to the provisions of Sections 124 and 125 of the
2021 would also be sent only through email to the Shareholders. Companies Act, 2013 read with Rules made thereunder, any
money transferred to the Unpaid Dividend Account of a
We would greatly appreciate and encourage all our Members, Company which remains unpaid/ unclaimed for a period of
who have not yet registered their e-mail addresses, to register seven years from the date of such transfer shall be transferred
by the Company along with interest accrued (if any) thereon to Pursuant to Section 124(6) of the Companies Act, 2013, read with
‘Investors Education & Protection Fund’ (IEPF) constituted by the Investor Education and Protection Fund Authority (Accounting,
Central Government. Audit, Transfer and Refund) Rules, 2016 (‘IEPF Rules’), all shares
on which dividend has not been paid or claimed for seven or
Members are requested to note that dividends for the Financial
more consecutive years are required to be transferred to IEPF.
Year 2013-14 onwards, if remaining unclaimed for 7 years, will
Accordingly, as on date, your Company has transferred 85147
be transferred by the Company to IEPF on respective due dates.
shares (on which dividend remained unpaid or claimed for seven
Shareholders who have not claimed the dividend for this period
or more consecutive years) held by 382 shareholders to the
are requested to lodge their claim with the Company. The
demat account of IEPF authority.
Company regularly sends reminder letters through electronic
and/or physical means to all those shareholders whose dividend In accordance with the provisions of IEPF Rules, the Company has
are lying unclaimed for any year/(s) during the last seven years also placed on its website www.centuryply.com, information on
requesting them to claim the same. 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.
114
Sajjan Bhajanka
(DIN: 00246043)
Kolkata, 10th August, 2021 Chairman & Managing Director
Annexure -1
Form AOC- 1
(Pursuant to first proviso to sub-section (3) of section 129 read with rule 5 of Companies (Accounts) Rules, 2014)
Statement containing salient features of the financial statement of subsidiaries/ associate companies/ joint ventures
10 Profit before Tax (85.47) (0.27) (0.40) (0.41) (0.45) (0.38) (8.01) - (234.26) (182.32) 501.22 (49.41) (51.37) (1.97)
11 Provision for Tax (28.86) - - - - - - - - - 11.40 - - -
12 Profit / (Loss) after Tax (56.61) (0.27) (0.40) (0.41) (0.45) (0.38) (8.01) - (234.26) (182.32) 489.82 (49.41) (51.37) (1.97)
13 Proposed Dividend - - - - - - - - - - - - - -
14 Percentage of Shareholding 51.00 100.00 80.00 80.00 80.00 80.00 60.06 100.00 100.00 100.00 90.65 90.00 51.00 100.00
3 Century Gabon SUARL commenced its commercial production on 8th February, 2021
Part “B” : Associates and Joint Ventures
The Company does not have any Associate or Joint Venture.
GOVERNANCE
CORPORATE
allotted
Century Ply (Singapore) Pte. Ltd.@ Subsidiary 46.14 62,000 Equity shares Business purpose
allotted
Watsun Infrabuild Pvt. Ltd. @ Other 1.48 14,777 Equity shares Business purpose
purchased
ANNUAL REPORT 2020-21
OPG Power Generation Pvt Ltd@ Other 2.12 18,400 Equity shares Business purpose
purchased
Auro Sundram Ply & Door Pvt. Ltd.# Subsidiary (300.00) Loan received back Business purpose
Auro Sundram International Pvt. Ltd.* Other 500.00 Loan given at market Business purpose
rates and received back
part thereof
Channel Financing to Dealers & Distributors Other 831.86 Guarantee Channel Financing
Mutual Fund $
Other 11,551.88 Investments Cash Management
CENTURY PLYBOARDS (INDIA) LIMITED
(The loanees have not made any investments in the shares of the Company)
@ For more details on investments, refer note no. 4 of the financial statements
# Maximum amount due at any point of time during the year- H300 Lac; Year end balance: NIL.
* Maximum amount due at any point of time during the year; Year end balance: H250 Lac.
$ Maximum amount invested during the year: Year end balance: H11054.30 Lac
ANNEXURE-3
FORM NO. MR-3
SECRETARIAL AUDIT REPORT
FOR THE FINANCIAL YEAR ENDED 31ST MARCH, 2021
[Pursuant to section 204(1) of the Companies Act, 2013 and Rule No.9 of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014]
To
The Members,
CENTURY PLYBOARDS (INDIA) LIMITED
We have conducted the secretarial audit of the compliance of v) The Regulations and Guidelines prescribed under the
117
that the Company has proper Board processes and compliance Equity Shares) Regulations, 2009;
mechanism in place to the extent, in the manner and subject to
the reporting made hereinafter: h) The Securities & Exchange Board of India (Buyback of
Securities) Regulations, 2018;
We have examined the books, papers, minute books, forms and
returns filed and other records maintained by the Company i) The Securities & Exchange Board of India (Listing
for the financial year ended on 31st March, 2021, to the extent Obligations and Disclosure Requirements) Regulations,
applicable, according to the provisions of: 2015;
i) The Companies Act, 2013 (“the Act”) and the rules made vi) Other than fiscal, labour and environmental laws which
thereunder; are generally applicable to all manufacturing companies,
the following laws/acts are also, inter alia, applicable to the
ii) The Securities Contracts (Regulation) Act, 1956 and Rules Company:
made thereunder;
a) The Indian Forest Act, 1927;
iii) The Depositories Act, 1996 and Regulations and Bye-laws
framed thereunder; b) The Water (Prevention and Control of Pollution) Act,
1974;
iv) The Foreign Exchange Management Act, 1999 and the Rules
and Regulations made thereunder to the extent of Foreign c) The Air ( Prevention and Control of Pollution) Act, 1981;
Direct Investment, Overseas Direct investment and External
Commercial Borrowings;
d) The West Bengal Forest (Establishment And Regulation b) Adequate notice is given to all directors to schedule the
of Saw-Mills and other Wood-based Industries) Rules, Board Meetings, agenda and detailed notes on agenda were
1982; sent at least seven days in advance, and a system exists for
seeking and obtaining further information and clarifications
e) The Environment (Protection) Act, 1986 and rules there
on the agenda items before the meeting and for meaningful
under;
participation at the meeting.
f) The Petroleum Act, 1934 and the Petroleum Rules, 2002;
c) None of the directors in any meeting dissented on any
g) The Legal Metrology Act, 2009 and rules there under; resolution and hence there was no instance of recording any
dissenting member’s view in the minutes.
h) The Hazardous and Other Wastes (Management and
Transboundary Movement) Rules, 2016; We further report that there are adequate systems and processes
in the Company commensurate with the size and operations of
i) The Insecticides Act, 1968 and the Insecticides Rules,
the Company to monitor and ensure compliance with applicable
1971.
laws, rules, regulations and guidelines.
118
ANNEXURE-I
To 5. The compliance of the provisions of Corporate and
The Members, other applicable laws, rules, regulations, standards is the
CENTURY PLYBOARDS (INDIA) LIMITED responsibility of management. Our examination was limited
to the verification of procedures on test basis.
Our report of even date is to be read along with this letter.
6. The Secretarial Audit report is neither an assurance as to
1. Maintenance of secretarial record is the responsibility of
the future viability of the company nor of the efficacy or
the management of the company. Our responsibility is to
effectiveness with which the management has conducted
express an opinion on these secretarial records based on our
the affairs of the company.
audit.
Note: Due to continuing Covid-19 pandemic, for carrying on and
2. We have followed the audit practices and processes as
completion of the Audit, documents /details have been provided
were appropriate to obtain reasonable assurance about the
by the Company through electronic mode only and the same
correctness of the contents of the Secretarial records. The
have been verified by us.
verification was done on test basis to ensure that correct
facts are reflected in secretarial records. We believe that the For MKB & Associates
processes and practices, we followed provide a reasonable Company Secretaries
basis for our opinion. Firm Reg No: P2010WB042700
3. We have not verified the correctness and appropriateness of
financial records and Books of Accounts of the company.
Manoj Kumar Banthia
4. Wherever required, we have obtained the Management Partner
representation about the compliance of laws, rules and Membership no. 11470
regulations and happening of events, etc. Date: 10th August, 2021 COP no. 7596
Place: Kolkata UDIN: A011470C000760977
Annexure- 4
PARTICULARS OF EMPLOYEES
Information required under Section 197 of the Companies Act, 2013, read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014
Name Designation Qualification Nature of Nature of duties Age Date of Experience Remuneration Previous Designation Relationship
Employment (Years) Joining (Years) received (H) Employment at Previous with Director/
Employment Manager
Employed throughout the financial year
Sri Prem Kumar Managing Commerce Contractual Management & 63 16-Apr-08 41 4,48,62,000 Century Panels Managing None
Bhajanka Director Graduate administration Pvt. Ltd. Director
Sri Ajay Baldawa Executive Director B.E. Engg., Contractual Production; Project 64 23-Feb-94 39 2,40,00,000 Sarda Plywood General None
M.Tech. implementation Industries Ltd. Manager
Sri Sajjan Bhajanka Chairman & Commerce Contractual Management, 69 5-Feb-86 42 2,03,40,500 None N.A. Father of Sri
Managing Graduate administration & Keshav Bhajanka
Director finance
Sri Sanjay Agarwal CEO & Managing Commerce Contractual Marketing & sales 60 5-Jan-82 34 2,03,40,500 None N.A. Father of Smt.
Director Graduate promotion Nikita Bansal
Sri Vishnu Khemani Managing Science Contractual Management & 69 16-Apr-08 43 2,03,17,000 Sharon Veneers Managing None
Director Graduate administration Pvt. Ltd. Director
Sri Arun Kumar Chief Financial B.Com. FCA; Permanent Finance, Taxation, 59 5-Aug-04 36 1,63,13,780 Mani Group Finance Head None
REPORTS
BOARD’S
Sri Ashutosh Jaiswal President - IB B. Sc. Permanent Overall 62 1-Jun-94 42 94,70,321 M/s. Dutta Export Executive None
Division & Management Exports
Logistics
Employed for a part of the financial year
None
GOVERNANCE
CORPORATE
STATEMENTS
FINANCIAL
Sajjan Bhajanka
(DIN: 00246043)
Kolkata, 10th August, 2021 Chairman and Managing Director
company to attract, retain and motivate highly tax and other legislation.
qualified members for the Board and other executive
3.6 Performance-Driven Remuneration: The Company shall
level and to ensure their long term sustainability.
entrench a culture of performance driven remuneration
2.1.2 The remuneration policy seeks to enable the company through the implementation of the Performance Incentive
to provide a well-balanced and performance- System.
related compensation package, taking into account
3.7 Affordability and Sustainability: The Company shall ensure
shareholder interests, industry standards and
that remuneration is affordable on a sustainable basis.
relevant Indian corporate regulations.
2.1.3 The remuneration policy will ensure that the interests of 4 NOMINATION AND REMUNERATION COMMITTEE
Board members & senior executives are aligned with 4.1 Members of the Committee shall be appointed by the Board
the business strategy and risk tolerance, objectives, and shall comprise of three or more non-executive directors
values and long-term interests of the company and out of which not less than one-half shall be independent
will be consistent with the “pay-for-performance” directors.
principle.
4.2 The Committee shall be responsible for-
2.1.4 The remuneration policy will ensure that remuneration
to directors, key managerial personnel and senior 4.2.1 formulating framework and/or policy for
management involves a balance between fixed remuneration, terms of employment and any
and incentive pay reflecting short and long-term changes, including service contracts, remuneration,
performance objectives appropriate to the working policy for and scope of pension arrangements, etc.
of the company and its goals. for Executives and reviewing it on a periodic basis;
4.2.2 formulating the criteria for determining
3. PRINCIPLES OF REMUNERATION
qualifications, positive attributes and independence
3.1 Support for Strategic Objectives: Remuneration and of a director and recommend to the Board a policy,
reward frameworks and decisions shall be developed in a relating to the remuneration of the Directors, Key
manner that is consistent with, supports and reinforces the Managerial Personnel and other employees;
achievement of the Company’s vision and strategy.
BOARD’S MANAGEMENT CORPORATE FINANCIAL
REPORTS DISCUSSION AND ANALYSIS GOVERNANCE STATEMENTS
4.2.3 identifying persons who are qualified to become 5 PROCEDURE FOR SELECTION AND
directors and who may be appointed in senior APPOINTMENT OF THE BOARD MEMBERS
management in accordance with the criteria laid
5.1 Board membership criteria
down in this policy, recommend to the Board their
appointment and removal; 5.1.1. The Committee, along with the Board, reviews on an
annual basis, appropriate skills, characteristics and
4.2.4 formulating terms for cessation of employment experience required of the Board as a whole and
and ensure that any payments made are fair to its individual members. The objective is to have a
the individual and the company, that failure is not Board with diverse background and experience in
rewarded and that the duty to mitigate loss is fully business, government, academics, technology and
recognised; in areas that are relevant for the Company’s global
4.2.5 recommending to the Board, all remuneration, in operations
whatever form, payable to senior management; 5.1.2. In evaluating the suitability of individual Board
4.2.6 recommending whether or not to extend members, the Committee takes into account many
or continue the term of appointment of the factors, including general understanding of the
Company’s business dynamics, global business and
123
aggregate amount of any grants to employees 5.1.5. The Committee evaluates each individual with the
(with the specific grants to individuals to be at the objective of having a group that best enables the
discretion of the Board) and make amendments to success of the Company’s business.
the terms of such schemes (subject to the provisions
of the schemes relating to amendment);
5.2 Selection of Board Members/ extending invitation
to a potential director to join the Board
4.4.2 liaise with the trustee / custodian of any employee
5.2.1. One of the roles of the Committee is to periodically
share scheme which is created by the Company for
identify competency gaps in the Board, evaluate
the benefit of employees or Directors; and
potential candidates as per the criteria laid above,
4.4.3 review the terms of executive Directors’ service ascertain their availability and make suitable
contracts from time to time. recommendations to the Board. The objective is
to ensure that the Company’s Board is appropriate Board Meetings and Committee meetings are fixed by the
at all points of time to be able to take decisions Board and reviewed from time to time in accordance with
commensurate with the size and scale of operations applicable law. The Non-executive Directors shall also be
of the Company. The Committee also identifies paid such commission as the Board may approve from time
suitable candidates in the event of a vacancy being to time subject to the limits prescribed in the Act or Rules
created on the Board on account of retirement, made thereunder and approved by the shareholders.
resignation or demise of an existing Board member.
7.2 Remuneration to Executive Directors, Key
Based on the recommendations of the Committee,
Managerial Personnel(s) (KMPs) & Senior
the Board evaluates the candidate(s) and decides on
Management Personnel(s) (SMPs):
the selection of the appropriate member.
The Company has a credible and transparent framework in
5.2.2. The Board then makes an invitation (verbal / written) determining and accounting for the remuneration of the
to the new member to join the Board as a Director. Managing Director / Whole Time Directors (MD/WTDs), Key
On acceptance of the same, the new Director is Managerial Personnel(s) (KMPs) and Senior Management
appointed by the Board
124
9. APPROVAL AND PUBLICATION Association shall prevail, and this Policy shall be amended in
9.1 This remuneration policy as framed by the Committee shall a timely manner and submitted to the Board of Directors for
be recommended to the Board of Directors for its approval. review and adoption.
9.2 This policy shall be placed on the Company’s website. 10.3 The right to interpret this Policy vests in the Board of
Directors of the Company.
9.3 Necessary disclosures in respect of the policy shall be
made in the Directors Report in the manner stated in the 11. AMENDMENT:
Companies Act, 2013 or any other statute. Any change in the Policy shall be approved by the Board of
Directors or any of its Committees (as may be authorized by
10. SUPPLEMENTARY PROVISIONS the Board of Directors in this regard). The Board of Directors
10.1 This Policy shall formally be implemented from the date or any of its authorized Committees shall have the right to
on which they are adopted pursuant to a resolution of the withdraw and / or amend any part of this Policy or the entire
Board of Directors. Policy, at any time, as it deems fit, or from time to time, and
the decision of the Board or its Committee in this respect
10.2 Any matters not provided for in this Policy shall be handled
shall be final and binding. Any subsequent amendment /
in accordance with relevant State laws and regulations and
Distribution Policy for the top 500 listed entities based on their have the absolute power to declare interim dividend during
market capitalisation calculated on March 31 of every financial the financial year, as and when they consider it fit. The Board of
year. In compliance with the said Regulation, the Company is Directors shall have the power to recommend final dividend to
required to frame a Dividend Distribution Policy (‘the/this Policy’) the shareholders for their approval in the general meeting of the
which would aid investors in identifying stocks that match their Company.
ANNUAL REPORT 2020-21
investment objectives.
Final Dividend
EFFECTIVE DATE The Final dividend is paid once for the financial year after
This Policy is effective from the date of its adoption by the Board the annual accounts are prepared. The Board of Directors of
on 1st November, 2016. the Company has the power to recommend the payment of
Final Dividend to the shareholders in a general meeting. The
INTENT AND OBJECTIVE declaration of Final dividend shall be included in the ordinary
business items that are required to be transacted at the Annual
The intent of the policy is to broadly specify the external and
General Meeting.
internal factors including financial parameters that shall be
CENTURY PLYBOARDS (INDIA) LIMITED
considered while declaring dividend and the circumstances Process for approval of Payment of Final Dividend:
under which the shareholders of the Company may or may not Board shall recommend quantum of final dividend payable
expect dividend, etc. to shareholders in its meeting in line with this Policy
The objective of the Dividend Distribution Policy of the Company based on the profits arrived at as per the audited financial
is to reward its shareholders by sharing a portion of the profits, statements
whilst also ensuring that sufficient funds are retained for growth Dividend as recommended by the Board shall be approved/
of the Company. This policy aims to ensure a regular dividend declared at the annual general meeting of the Company.
income for the shareholders and long term capital appreciation
for all stakeholders of the Company. Payment of dividend to the eligible shareholders shall be
made within 30 days from the date of declaration or within
The Company would ensure to strike the right balance between such time as may be prescribed under applicable law.
the quantum of dividend paid and amount of profits retained
in the business for various purposes. The Board of Directors will
Interim dividend
refer to the policy while declaring/ recommending dividends on This form of dividend can be declared by the Board of Directors
behalf of the Company. one or more times in a financial year as may be deemed fit by it.
The Board of Directors of the Company would declare an interim
Through this policy, the Company would endeavour to maintain dividend, as and when considered appropriate, in line with this
a consistent approach to dividend pay-out plans. This Policy will policy. Normally, the Board could consider declaring an interim
also regulate the process of dividend declaration and its pay-out dividend after finalization of quarterly (or half yearly) financial
by the Company in accordance with the provisions Contained statements. This would be in order to supplement the annual
in Companies Act, 2013 read with the applicable Rules framed dividend or in exceptional circumstances.
thereunder, as may be in force for the time being.
Process for approval of Payment of Interim Dividend:
This Policy intends to act as a guiding tool to the Board for
Board may declare Interim Dividend at its complete
taking decision whether to distribute or to retain its profits, in
discretion, one or more times in a financial year in line with
the best interest of the stakeholders. It should not be construed
this Policy based on profits arrived at as per quarterly (or half-
as an alternative to the decision making process of the Board,
yearly) financial statements including exceptional items.
BOARD’S MANAGEMENT CORPORATE FINANCIAL
REPORTS DISCUSSION AND ANALYSIS GOVERNANCE STATEMENTS
Payment of dividend to the eligible shareholders shall be its day-to-day operations. This may impact the Boards
made within 30 days from the date of declaration or within decision to declare dividend or retain its profits.
such time as may be prescribed under applicable law.
c. Expansion/Modernization of existing businesses
Interim dividend paid during the year shall be confirmed in In addition to plough back of earnings on account of
the annual general meeting, held after the payment of the depreciation, the Board may also take into consideration
same. the need for replacement of capital assets, expansion and
modernization or augmentation of capital stock, including
DIVIDEND GUIDELINE any major capital expenditure proposals.
The Board shall determine the dividend payout in a particular
year after taking into consideration the operating and financial d. Brand/ Business Acquisitions
performance of the Company, available cash flow, Capex Acquisition of brands and businesses, increasing expenditure
requirements and applicable taxes. Distribution of dividend in on marketing, advertising and brand building in the long-
kind, i.e. by way of issue of fully or partly paid bonus shares or run will also influence the Board’s decision of declaration of
other securities shall be subject to applicable law. dividend.
In the event of inadequacy or absence of profits in any year, the e. Additional investments in subsidiaries/associates of the
The decision regarding dividend pay-out is a crucial one as h. Obligations towards creditors
it determines the amount of profit to be distributed among The Company needs to maintain adequate liquidity to be
shareholders and amount of profit to be retained by the Company able to fulfil its obligations towards its creditors within the
127
for its business. The Board of Directors will endeavour to take a agreed time. Considering the volume of such obligations
decision with an objective to enhance shareholders wealth and and time period of repayment, the decision of dividend
market value of the shares. However, the decision regarding pay- declaration shall be taken.
out is subject to several factors and hence, any optimal policy in
this regard may be far from obvious. i. Post dividend EPS
Post dividend EPS tends to have substantial impact on
The Board shall consider the following factors while deciding the
market capitalisation and the same also needs to be
dividend pay-out:
considered before declaring dividend.
Internal Factors:-
j. Past dividend pay-out
a. Profits earned during the year
Track record of dividend pay-out in the past and its trend
The profits earned during a financial year is the foremost also tends to impact dividend distribution decision.
criteria which impacts dividend pay-out decision.
External Factors:-
b. Present & future liquidity requirements of the existing
businesses Many external factors act as determinants for the amount of
dividend proposed to be declared. In such conditions, the Board
Availability of adequate operating cash flow is necessary for
shall exercise its discretion after due consideration of such factors:
a business to meet its financial obligations and for running
State of Economy business and investing activity, with the shareholders, in the
In case of uncertain or recessionary economic and business form of dividend. As explained in the earlier part of this Policy,
conditions, whether in the National or International markets, Board determining the dividend pay-out is dependent upon several
will endeavour to retain larger part of profits to have adequate factors, both internal to a business and external to it. Taking
reserves to absorb unforeseen and adverse circumstances. into consideration the aforementioned factors, the Board will
endeavour to maintain a per-share minimum dividend pay-
Capital Markets out at the rate of 100% (excluding applicable tax on dividend
When the markets are favourable, dividend pay-out can be liberal. distribution) of face value of equity shares of the Company,
However, in case of unfavourable market conditions, Board may subject to an aggregate maximum pay-out of 25% (including
resort to a conservative dividend pay-out in order to conserve applicable tax on dividend distribution) of distributable profit for
cash outflows. the particular year.
Taxation and Statutory Restrictions The upper limit of dividend will inter alia depend upon available
The Board shall consider the tax regulations in respect of free cash flow generated during the particular financial year.
128
Dividend distribution together with restrictions imposed by any As mentioned above, for computing the distributable profits
statute, including the Companies Act, with regard to declaration for purposes of determining the Dividend, the Board may at
of dividend as may be applicable at the time of declaration of its discretion, subject to provisions of the law, exclude any or
dividend. Changes in policies of the Government with respect to all of (i) extraordinary charges (ii) exceptional charges (iii) other
dividend may also impact dividend distribution. Comprehensive Income (iv) one off charges on account of change
ANNUAL REPORT 2020-21
CIRCUMSTANCES UNDER WHICH THE in law or rules or accounting policies or accounting standards (v)
SHAREHOLDERS MAY OR MAY NOT EXPECT provisions or write offs on account of impairment in investments
(long term or short term) (vi) non-cash charges pertaining to
DIVIDEND
amortisation or ESoP or resulting from change in accounting
The Equity Shareholders of the Company may expect dividend policies or accounting standards. Further, the Board may amend
only if the Company is having surplus funds after providing the pay-out range, whenever considered appropriate by it,
all expenses, depreciation, etc. and complying with all other keeping in mind the aforesaid factors having a bearing on the
applicable statutory requirements. The decision of dividend dividend pay-out decision including declaring a Special Dividend
payout shall, majorly be based on the factors discussed above under certain circumstances such as extraordinary profits from
CENTURY PLYBOARDS (INDIA) LIMITED
considering the balanced interest of the shareholders and the sale of investments.
Company.
The shareholders of the Company may not expect dividend UTILIZATION OF RETAINED EARNINGS
under the following circumstances: The Company always looks forward to deliver maximum to its
shareholders by consistently working towards creating a balance
• Whenever it undertakes or proposes to undertake a
between overall Wealth Maximization and Earnings per share.
significant expansion project requiring higher allocation of
Thus the retained earnings of Company after declaration of
capital;
dividend (if any), shall be utilized in the manner as considered
• Significantly higher working capital requirements adversely appropriate by the Board.
impacting free cash flow;
PARAMETERS ADOPTED WITH REGARD TO
• Whenever it undertakes any acquisitions of business/brand/ VARIOUS CLASSES OF SHARES
company or joint ventures requiring significant allocation of
Since the company has issued only one class of equity shares
capital.
with equal voting rights, all the members of the company are
• Whenever it proposes to utilise surplus cash for buy-back of entitled to the same dividend per share.
securities; or
REVIEW AND AMENDMENT
• In the event of inadequacy of profits or whenever the
Company has incurred losses. This Policy will be reviewed periodically by the Board. Alternatively,
the Chairman or the Managing Director of the Company shall
DIVIDEND RANGE be jointly/severally authorised to review and amend the Policy,
The Company stands committed to deliver sustainable value to give effect to any change/amendment required in terms of
to all its stakeholders. The Company will strive to distribute an any applicable law. Such amended Policy shall be periodically
optimal and appropriate level of the profits earned by it in its placed before the Board for noting and necessary ratification
immediately after such changes.
BOARD’S MANAGEMENT CORPORATE FINANCIAL
REPORTS DISCUSSION AND ANALYSIS GOVERNANCE STATEMENTS
Annexure-7
Annual Report on Corporate Social Responsibility (CSR) Activities
[Pursuant to clause (o) of sub-section (3) of section 134 of the Companies Act, 2013 and Rule 8 of the Companies (Corporate Social
Responsibility Policy) Rules, 2014]
1. Brief outline on CSR Policy of the Company. Century Plyboards (India) Ltd. engages in a variety of initiatives with the
goal of empowering communities to make an impact in three focus areas of
education and skills, health and wellbeing and environmental sustainability.
Centuryply has always been conscious of its social responsibilities and
the environment in which it operates. The Company has, over the years,
contributed substantially for development in the field of health, education,
culture and other welfare measures to improve the general standards of
living in and around its works. The CSR policy encompasses the Company’s
129
(w.e.f. 09.02.2021)
4. Sri Sunil Mitra Member 1 1
3. Provide the web-link where Composition of CSR Web-link for composition of the CSR Committee of the Company:
committee, CSR Policy and CSR projects approved https://www.centuryply.com/investor-information/BOD-and-Committee-
by the board are disclosed on the website of the Structure.pdf
company.
(Composition as on 31st March, 2021)
Web-link for CSR Policy of the Company:
https://www.centuryply.com/codes-policies/Policy-on-Corporate-Social-
Responsibility.pdf
Web-link for CSR projects as approved by the Board for the Financial Year
2021-22:
https://www.centuryply.com/investor-information/cpil-csr/csr-projects-for-
the-financial-year_2021-22.pdf
4. Provide the details of Impact assessment of CSR projects Not Applicable
carried out in pursuance of sub-rule (3) of rule 8 of the
Companies (Corporate Social Responsibility Policy) Rules,
2014, if applicable
5. Details of the amount available for set off in pursuance of sub-rule (3) of rule 7 of the Companies (Corporate Social Responsibility
Policy) Rules, 2014 and amount required for set off for the financial year, if any
Sl. Financial Year Amount available for set-off from Amount required to be set-off for the
No. preceding financial years (in H) financial year, if any (in H)
1. 2020-21 -----
2.
130
3.
TOTAL
6. Average net profit of the company as per Section 135(5). H22832.46 Lac
ANNUAL REPORT 2020-21
7. (a) Two percent of average net profit of the company as per section 135(5) H456.65 Lac
(b) Surplus arising out of the CSR projects or programmes or activities of the previous financial Nil
years.
(c) Amount required to be set off for the financial year, if any Nil
(d) Total CSR obligation for the financial year (7a+7b-7c). H456.65 Lac
CENTURY PLYBOARDS (INDIA) LIMITED
(b) Details of CSR amount spent against ongoing projects for the financial year: NIL
(1) (2) (3) (4) (5) (6) (7) (8) (9) (10) (11)
Sl. Name Item from Local Location of the Project Amount Amount Amount Mode of Mode of
No. of the the List of area project. duration. allocated spent transferred to Implementa Implementation
Project. activities (Yes/ for the in the Unspent CSR tion -Direct -Through
in No). project current Account for (Yes/No). Implementing
Schedule (in H). financial the project as Agency
VII to the State. District. Year (in H). per Section Name CSR
Act. 135(6) (in H). Registration
number.
1. -- -- -- -- -- -- -- -- -- -- -- --
-- -- -- -- -- -- -- -- -- -- -- -- --
-- -- -- -- -- -- -- -- -- -- -- -- --
TOTAL
BOARD’S MANAGEMENT CORPORATE FINANCIAL
REPORTS DISCUSSION AND ANALYSIS GOVERNANCE STATEMENTS
(c) Details of CSR amount spent against other than ongoing projects for the financial year:
(1) (2) (3) (4) (5) (6) (7) (8)
Sl Name of the Project Item from the list Local Location of the project. Amount Mode of Mode of implementation
No. of activities in area spent implementation -Through implementing
Schedule VII to (Yes/ for the - Direct agency.
the Act. No). State. District. project (Yes/No). Name. CSR
(in H). Registration
number.
1. Improving literacy Clause (ii)- Yes West Kolkata 28436918 No Udayan Care CSR00000619
among the rural and promoting Bengal
tribal people in India education, All India Friends of Tribals
to achieve economic including special Society
development by education and Yes West South 24 Century Ply
educating and training employment Bengal Parganas Vocational
them and creating enhancing Training Centre
awareness about vocation skills
Yes West Kolkata Morning Glory CSR00007090
their rights; Providing especially among
Bengal School
non-formal primary children, women,
131
Bengal Medinipur Society
section of the society; the Swach Bharat
Supporting blood banks, Kosh set-up Yes West Kolkata Marwari Relief CSR00006109
HIV/ AIDS programmes; by the Central Bengal Society
maternity, child and Government for Yes West Kolkata Nagrik Swasthya CSR00002886
family welfare, nursing the promotion Bengal Sangh
etc. of sanitation and Yes West Kolkata Shree Manav CSR00011270
making available Bengal Seva Trust
safe drinking water. Yes West Kolkata Purvanchal
Bengal Kalyan Ashram
Yes West Kolkata Vivekananda
Bengal Yoga
Anusandhana
Samstha
No Punjab Hoshiarpur Ashadeep
Welfare Society
No Tamil Chennai Deaf Enabled
Nadu Foundation
(1) (2) (3) (4) (5) (6) (7) (8)
Sl Name of the Project Item from the list Local Location of the project. Amount Mode of Mode of implementation
No. of activities in area spent implementation -Through implementing
Schedule VII to (Yes/ for the - Direct agency.
the Act. No). State. District. project (Yes/No). Name. CSR
(in H). Registration
number.
Yes West Kolkata Shree
Bengal Vishudanand
hospital
No Haryana Hisar Civil Hospital
Haryana (Govt.
Hospital)
No Delhi Delhi South Delhi
Municipal
Corporation
132
(Distribution of
Sanitary napkin)
Yes West Kolkata Netaji Subhash
Bengal Chandra Bose
Cancer Institute
3. Protecting Environment; Clause (iv)- Yes West North 24 11350723 No Calcutta CSR00007320
ANNUAL REPORT 2020-21
and maintaining
quality of soil, No Assam Kamrup Palasbari Sanskriti
air and water Bikash Bhawan
including No Punjab Hoshiarpur Yes Tree Plantation N.A.
contribution to
the Clean Ganga
Fund set-up
by the Central
Government for
rejuvenation of
river Ganga.
4. Providing aid during In terms of para All India 1512038 Yes N.A.
cyclone and covid-19 (xii) of Schedule VII
pandemic of the Companies
Act, 2013 the
CSR expenditure
is incurred
towards disaster
management,
including relief,
rehabilitation and
reconstruction
activities
TOTAL 52768455
9. (a) Details of Unspent CSR amount for the preceding three financial years:
Sl. Preceding Amount Amount Amount transferred to any fund specified Amount
No. Financial Year transferred to spent in the under Schedule VII as per section 135(6), if remaining to
Unspent CSR Reporting any. be spent in
Account under Financial Year Name of the Amount Date of succeeding
(b) Details of CSR amount spent in the financial year for ongoing projects of the preceding financial year(s): NIL
(1) (2) (3) (4) (5) (6) (7) (8) (9)
Sl. Project ID. Name of the Financial Year Project Total amount Amount spent Cumulative amount Status of the
No. Project. in which the duration. allocated for on the project spent at the end of project –
project was the Project in the reporting Reporting Financial Completed /
commenced. (in H). Financial Year Year. (in H) Ongoing.
10. In case of creation or acquisition of capital asset, furnish the details relating to the asset so Not Applicable
created or acquired through CSR spent in the financial year (asset-wise details).
133
(a) Date of creation or acquisition of the capital asset(s).
(b) Amount of CSR spent for creation or acquisition of capital asset.
(c) Details of the entity or public authority or beneficiary under whose name such capital
asset is registered, their address etc.
(d) Provide details of the capital asset(s) created or acquired (including complete address and
location of the capital asset).
11. Specify the reason(s), if the company has failed to spend two per cent of the average net profit Not Applicable
as per section 135(5).
7. Sector(s) that the Company is engaged in Sl. Product Industrial Activity Code (NIC Code)
(industrial activity code-wise)
1. Plywood & Veneer; MDF 1621
2. Laminate 1709
3. Logistics 5210
ANNUAL REPORT 2020-21
135
Principle 3 : Employees’ Well-being
Businesses should promote the wellbeing of all
employees [P3]
Principle 4 : Stakeholders’ Engagement
Businesses should respect the interests of, and
be responsive towards all stakeholders, especially
those who are disadvantaged, vulnerable and
marginalized [P4]
Principle 5 : Human Rights
Businesses should respect and promote human
rights [P5]
Principle 6 : Environment
Business should respect, protect, and make efforts
to restore the environment [P6]
Principle 7 : Responsible Policy Advocacy
Businesses, when engaged in influencing
public and regulatory policy, should do so in a
responsible manner [P7]
Principle 8 : Inclusive Growth and Equitable Development
Businesses should support inclusive growth and
equitable development [P8]
Principle 9 : Customer Value
Businesses should engage with and provide
value to their customers and consumers in a
responsible manner [P9]
Details of compliance
Sl. Questions P P P P P P P P P
1 2 3 4 5 6 7 8 9
1 Do you have a policy/ policies for.... ? Y Y Y Y Y Y Y Y Y
2 Has the policy being formulated in consultation with the Y Y Y Y Y Y Y Y Y
136
relevant stakeholders?
3 Does the policy conform to any national/ international Y Y Y Y Y Y Y Y Y
standards? If yes, specify? (50 words) The policies are based on the ‘National Voluntary Guidelines on Social,
Environmental and Economic Responsibilities of Business’ released
by the Ministry of Corporate Affairs. They also conform to the spirit of
ANNUAL REPORT 2020-21
137
percentage of complaints
Consumer 97 1713 1748 96.57%
satisfactorily resolved by the
Complaints
management.
Investor 0 4 4 100%
Complaints
The Company has a structured mechanism in place for all its stakeholders to freely share their
concerns and grievances with the Company.
Principle 2 : Sustainability of Products & Services free laminate, Antifungal decorative veneer, providing maximum
across Life-cycle value and satisfaction to our customers. During outbreak of
Businesses should provide goods and services that are safe Covid-19 pandemic and with safety of its stakeholders in mind, the
and contribute to sustainability throughout their life cycle Company, on a war footing basis, developed Virokill technology
which is an antiviral chemical based on a nano-engineered
Wood is a major source of raw material for the wood panel
highly activated nanoparticle and applied the same to most of its
industry. Availability of wood remains a critical challenge and
products, thereby ensuring protection against the SARS-COV-2
is a serious sustainability concern, especially in a country with
corona virus. The Company went ahead and developed ‘Fire-
limited natural resources and acute income inequities. Raw
Wall’ technology for its plywood, thereby making it fire retardant.
material linkage plays vital role in plywood industry, as timber
CenturyPly now enriched with Firewall technology is certified as
logs procurement depends on available expanses of global
the best in class by Indian Standards (IS 5509), American Society
forests. Environmental policies of local governments influence
for Testing Material (ASTM E84) and British Standard. (BS476 Part
quantity of tree logs that can be used for industrial purpose. Over
7) when measured against critical parameters like flammability,
the years, the Company has managed to cater to raw material
spread ability, penetration, smoke developed index.
138
1. Three products/ services whose design (a) Introduction of ‘Virokill’ technology in most of its products which ruptures
has incorporated social or environmental and kills 99.99% microbes, bacteria, fungus or virus coming in contact with
concerns, risks and/or opportunities. it.
(b) Introduction of ‘Firewall’ technology in plywood offering best-in-class
product when measured against critical parameters like flammability, spread
ability, penetration, smoke developed index.
(c) MDF & Particle Board
Apart from the above, the Company continues with its environment friendly
products like ‘Zykron’ and ‘Starke’
2. Details in respect of resource use (energy, Emphasis is laid by the Company on researching, developing and producing
water, raw material etc.) new technologies. It closely works with its suppliers and vendors to reduce any
hazardous environmental impacts in the sourcing stage.
a) Reduction during sourcing/production/ Various initiatives continue to be undertaken by the Company for optimal
distribution achieved since the previous utilisation of resources/ energy:
year throughout the value chain
b) Reduction during usage by consumers (a) Increased focussed on manufacture of MDF Board and Particle Board
(energy, water) has been achieved since which uses residuals of hardwood and softwood as its primary raw, thereby
the previous year reducing usage of wooden logs.
BOARD’S MANAGEMENT CORPORATE FINANCIAL
REPORTS DISCUSSION AND ANALYSIS GOVERNANCE STATEMENTS
(b) Replacement of traditional glue spreader with latest full length glue spreader
machines.
(c) Reduction of idle running time of machines by installing timers
(d) Installation of solar water heaters for saving energy.
(e) Installation of STP plant, which has reduced consumption of precious
ground water. The treated water is used for watering the greenery in the
plant premises.
(f ) Expansion of solar roof-top panels on factory sheds for increasing generation
of power, thereby substantially reducing dependence on fossil fuels and
emission of carbon dioxide.
(g) Adoption of improved technology for producing anti-bacterial, anti-fungal
and anti-viral laminates and plywood.
3. Procedures in place for sustainable sourcing The Company focusses on integrating sustainability in the procurement process
(including transportation) and percentage of for its products. An effective inter-department communication mechanism
139
its dealers in the least possible time and transportation cost. This has resulted in
better warehouse and inventory management. Further, the Company drives its
distribution plan using an ERP (Enterprise Resource Planning) system to optimize
freight cost. These initiatives on one hand benefits the Company in terms of time
and cost of transportation and on the other hand support environment through
reduction in fuel consumption and resultant carbon emission. Also, higher
tonnage trucks/ containers are deployed for transportation to save on fossil fuel.
4. Steps taken to procure goods and services The Company has embedded sustainability throughout its procurement supply
from local & small producers, including chain. We procure much of our machinery, spare-parts, consumables and packing
communities surrounding the place of work materials from medium and small scale manufacturers/ suppliers, preferably
and initiatives taken to improve their capacity located close to our manufacturing units wherever possible. The Company
and capability also sources its supplies from various self-help groups. Awareness sessions are
conducted for its suppliers on social and environmental issues. Suppliers are
provided with managerial and technical assistance to train them on practices and
procedures that will ensure improvement in productivity, quality, cost-reduction,
delivery and safety. Besides this, much of the Company’s production-line work-
force is from communities surrounding its factories.
5. Mechanism and percentage of recycling of It is the Company’s ongoing endeavour to have a mechanism to recycle
products and waste our products and limit the waste arising out of production. Our objective is
to reduce the waste and to minimize the need of raw materials to produce a
brand new product. Conversion of logs into veneer and thereafter to plywood
is accompanied by incidental waste in some form or the other. Through process
technology and operational control measures, the Company endeavours to
minimise the generation of product or process waste. Advanced technology
is being used to join waste wood veneers together to make it usable as raw
material, thereby minimising wastage. The Company also uses most of its wood
based wastes as raw material for particle board. At places where it cannot be
used as raw-material, these wood-wastes are consumed as fuel in the boilers for
generation of heat.
On the other hand, the waste-water generated is treated and used for greenbelt
development, thereby ensuring zero effluent discharge.
140
Therefore, almost all of the product wastes are either recycled or put to secondary
use.
Principle 3: Employees’ Well-being are organised from time to time for the benefit of the employees.
ANNUAL REPORT 2020-21
Businesses should promote the well-being of all employees The Company also encourages and sponsors its employees and
their family members to participate in marathons, so as to imbibe
The safety and well-being of the Company’s employees is
a discipline for fitness in them. The Company has schemes for
paramount and non-negotiable. The Company follows industry
providing ex-gratia financial assistance to its employees on the
accredited best practices on health and safety across our
occasion of marriage and child-birth. In order to ensure adequate
operations, and conduct all our processes in a responsible
protection during the on-going pandemic, your Company has
manner to safeguard our employees. The Company believes that
made appropriate sanitization arrangements across all its work-
the power of its people is propelling its progressive growth. Their
places, distributed preventive medicines and also provided
knowledge, experience and passion to perform are fundamental
CENTURY PLYBOARDS (INDIA) LIMITED
The Company understand that employees spend a big part of 4. Birthday celebrations.
their waking hours in the workplace. Hence, the Company focus 5. Talent hunt initiatives in the form of ‘Centurion Idol’
on creating a holistic work environment by promoting health and
wellness at the workplace. Fitness and financial wellness sessions 6. Performance recognition through initiatives like ‘Sarvada
Sarvottam Ambassadors’ and ‘Centurion Star’.
BOARD’S MANAGEMENT CORPORATE FINANCIAL
REPORTS DISCUSSION AND ANALYSIS GOVERNANCE STATEMENTS
141
Businesses should respect the interests of and be responsive
towards all stakeholders, especially those who are media and local communities around its sites of operations. The
disadvantaged, vulnerable and marginalized Company values the support of its stakeholders and respects
the interests and concerns they have towards it. The Company
Identifying the stakeholders and engaging with them through
endeavours to identify, prioritise and address the needs and
multiple channels in order to hear what they have to say about
concerns of its stakeholders across businesses and units in a
our products and services are essential parts of our sustainability
continuous, consistent and systematic manner through effective
plan. Your Company believes that the performance of business
dialogues, identification of material concerns and their resolution
enterprises must be measured in terms of the value they create
in an equitable and transparent manner.
for society. Company’s stakeholders include shareholders and
Information with reference to BRR framework:
1 Mapping of internal and external The Company has mapped its internal and external stakeholders. It uses both formal
stakeholders and informal mechanisms to engage with various stakeholders to understand their
concerns and expectations. CPIL has always acknowledged the vital contribution of
all in building a sustainable business and has accorded importance to their voices
and concerns.
The main categories and their mode of engagements are:
Investors and shareholders General meetings, annual report and Investor
meets
Employees Meetings, newsletters, intranet portal,
employee satisfaction survey and trainings
Suppliers and dealers Site visits and personal/ telephonic interactions/
video conferencing
142
3 Are there any special initiatives taken CPIL makes conscious efforts for the communities residing in proximity of its
by the company to engage with manufacturing units so as to enable them improve their standard of living.
the disadvantaged, vulnerable and Development and deployment of need-based community programmes in the
marginalized stakeholders. If so, provide areas of health, education, skill development, sanitation, livelihood etc. constitute
details thereof, in about 50 words or so. a prominent part of Corporate Social Responsibility (CSR) initiatives undertaken by
the Company. The Company’s vocational training centre imparts carpentry training
to local youth, thereby making them self-dependent.
Direct engagement with small and marginal suppliers provides an avenue for
sustainable livelihood generation and capacity building. MSME vendors are given
preference wherever possible, for local procurements.
CPIL’s policies are designed to protect employees against any kind of discrimination
based on caste, religion, geography, educational or social background, gender etc.
Regular training at factory helps in the betterment and upliftment of workers.
Fair treatment and safeguarding the interests of the contract workforce is important
for the Company. Contract labour is deployed at the manufacturing facilities and in
other functions, in various non-core activities like housekeeping, canteen operations,
warehouse operations and others. Each unit maintains suitable checks and balances
to ensure that wage payments, statutory contributions, and other such obligations
are met by the contractors. Further, safety training programs which are conducted
for employees and workmen are also extended to contractual employees.
The Company constantly targets fake products and packaging manufacturers and
label printers through raids in collaboration with local authorities and network of
business associates as counterfeit products in the market pose a risk to customers
as well.
BOARD’S MANAGEMENT CORPORATE FINANCIAL
REPORTS DISCUSSION AND ANALYSIS GOVERNANCE STATEMENTS
Principle 5 : Human Rights respect and protect the human rights of all individuals and it
Businesses should respect and promote human rights strives to serve all individuals with honesty, just management
and fairness. The Company understands that human rights are
The Company is an ardent believer in human rights which is
inherent, universal, indivisible and inter-dependent in nature. The
evident from the organisation’s culture which depicts integrity
Company upholds the fundamental human rights in line with the
and respect for human rights. The Company is committed to
legitimate role of business.
143
1 Coverage of the policy related to The Company has spread the principles of environmental sustainability across its value
Principle 6 and its extension to the chain. These guidelines are communicated to our key associates like vendors, suppliers and
Group/ Joint Ventures/ Suppliers/ contractors and they are encouraged to apply them in conduct of their businesses. We aim to
Contractors/ NGOs/ others propagate the principles of sustainability throughout our value chain and to all stakeholders.
2 Company’s strategies/ initiatives CPIL has adopted sustainable practices and responsible use of natural resources in order
to address global environmental to minimise the environmental impact of its operations. New technologies, implementing
issues such as climate change, process improvements and innovations have been our core areas of investment. The
global warming, etc. Company is continuously working to control/reduce formaldehyde emission from plywood
and HPL by improved glue formulation. The Company also works on its resin manufacturing
technology to avoid vacuum distillation at final stage so as to minimise liquid effluent
discharge. Treated water is being used for filling of ponds for storing logs, gardening, toilet
flushing, fire water storage, road cleaning, etc. The Company has completed installation of
roof-top solar photo voltaic panels at all its manufacturing units for generation of power
thereby substantially reducing dependence on fossil fuels and emission of carbon dioxide.
The Company is also promoting large-scale plantations of fast growing and short-rotation
plant species in the vicinity of our manufacturing facilities by distributing free/ subsidised
saplings. This helps to improve the green cover and mitigate the impact of global warming.
The Company also encourages its Business Partners to join its drive in expanding green cover.
3 Identification and assessment of Identification and assessment of potential environmental risks is an ongoing process at
potential environmental risks CPIL. Sound environmental management systems are practiced across our manufacturing
units. Systems are in place to ensure continuous monitoring of potential environmental risks
involved in its operations. For new and upcoming projects, potential environmental risks
are identified while preparing Environment Impact Assessment (EIA) and Risk Assessment
reports. Accordingly, identified potential environmental risks are addressed at the design
stage and also mitigated through incorporation of robust environmental management plan.
Environmental audits are carried out regularly which help in identifying potential risks and
necessary corrective actions are taken to mitigate the same.
4 Company’s initiatives/ projects The Company has not applied for any projects under the Clean Development Mechanism.
related to Clean Development However, we strive for continual improvement in our products, services and processes, and
Mechanism and environmental in the value we provide to our customers, employees and the communities we serve. We
compliance report filed embrace sustainability as a catalyst for business growth and innovation.
5 Company’s initiatives on clean The Company dedicatedly endeavours to reduce environmental impacts on our natural
144
technology, energy efficiency, resources through implementation of best technology, reduction in use of energy, water
renewable energy, etc. conservation, minimization of air emissions, rainwater harvesting and solid waste recycling.
Some of the steps taken in this direction on regular basis are-
• Energy meters installed at all location to monitor/ control for power optimum utilisation.
• Installation of wet scrubbers for air pollution control installed in lamination plant.
ANNUAL REPORT 2020-21
• Installation of electrical parameters for monitoring of different sections for power control.
• Installation of energy efficient equipment, lighting fixtures and also using translucent
roofing sheets to use solar light during day time.
• Shift towards installation of LED lighting by phasing out conventional Tube Lights/
Sodium/Mercury Halogen lights
• Increased use of turbo vents for better air circulation without electrical energy
• Roof-top solar photo voltaic projects have been installed at all its manufacturing units
for generation of power thereby substantially reducing dependence on fossil fuels and
emission of carbon dioxide.
CENTURY PLYBOARDS (INDIA) LIMITED
• Exploring Concentrated Solar Thermal (CST) technologies for heating water or other
thermic fluids by concentrating solar energy for process heat applications in industries by
integrating it with an existing boiler/heating system.
• Screening and utilization of various bio materials obtainable from natural renewable
sources is regularly being experimented to achieve reduction in the use of petroleum
based chemicals, thereby reducing generation of industrial wastes and pollution.
6 Reporting on the emissions/ The Company has been successful in meeting the applicable environmental standards
waste generated by the Company through use of efficient control equipment and robust procedures. The emissions/ waste
as per the permissible limits given generated by CPIL is not only within but in many cases, significantly lower than the
by CPCB/ SPCB permissible limits given by the State or Central Pollution Control Boards. The environmental
monitoring reports are regularly submitted to CPCB/ SPCB by the Company.
7 Number of show cause/ legal There are no pending or unresolved show cause/ legal notices from CPCB/ SPCB as on 31st
notices received from CPCB/ March, 2021.
SPCB which are pending (i.e. not
resolved to satisfaction) as on end
of Financial Year.
Principle 7 : Responsible Policy Advocacy business eco-system and communities by practicing pro-active
Businesses, when engaged in influencing public and advocacy not for securing certain benefits for industry, but for
regulatory policy, should do so in a responsible manner advocating certain best practices for the benefit of society at
large. The Company’s engagement with the relevant authorities
CPIL engages with industry bodies and associations to influence
is guided by the values of commitment, integrity, transparency
public and regulatory policy in a responsible manner. The
and the need to balance interests of diverse stakeholders.
Company has always strived to create a positive impact in the
BOARD’S MANAGEMENT CORPORATE FINANCIAL
REPORTS DISCUSSION AND ANALYSIS GOVERNANCE STATEMENTS
Principle 8 : Inclusive Growth and Equitable believes in creating opportunities for the people around its
Development operations to enable a sustainable future and ensure inclusive
Businesses should support inclusive growth and equitable growth. Its community development activities focus on areas that
development foster development and well-being of communities. CPIL’s CSR
initiatives are aligned to aspects, such as healthcare, education
Inclusive business for the Company means creating economic
145
framed for promoting an inclusive workplace, where the potential of our women
employees is leveraged and every woman feels valued, heard and fully involved
with the Company.
We also work towards targeting fake and counterfeit products available in the
market as these pose a serious risk to our customer’s well-being as well.
The Company’s inclusive growth initiatives are focused towards achieving the
following objectives:
1. Ensuring the well-being of local communities
2. Building self-employment capabilities by imparting carpentry training
3. Empowering women
4. Creating access to healthcare
5. Conserving the environment
6. Promoting education
2 Modes through which programmes/ Programmes pertaining to Principle 8 are carried out by the Company directly and/
projects undertaken (through in-house or through other Trusts, NGOs and non-profit organizations.
team/ own foundation/ external NGO/
government structures/ any other
organization)
3 Impact assessments for initiatives The Company internally performs an impact assessment of its initiatives at the
undertaken end of each year to understand the efficacy of the program in terms of delivery of
desired benefits to the community and to gain insights for improving the design
and delivery of future initiatives.
4 Company’s direct contribution to CPIL’s contribution towards community development projects carried under its CSR
community development projects and the policy during the reporting period (2020-21) is H5.28 crore. Details of the same have
details of the projects undertaken. been provided in ‘Annexure-7’ of the Board’s Report.
5 Steps taken to ensure that community CPIL follows a participatory approach in the areas of intervention and encourages
development initiatives are successfully participation from communities for planning and implementation purposes.
146
adopted by the community. Surveys and focused meetings have been conducted by our businesses and
manufacturing units continuously to engage with communities surrounding their
operations in order to assess the needs, priorities and expectations of the local
community. Initiatives are thus designed and delivered in a transparent manner in
line with inputs from the community itself.
ANNUAL REPORT 2020-21
CPIL undertook programs for providing free of cost training to local people around
the Company’s works in tailoring and spoken English. The objective of these
program is to provide skill development training to local people from economically
weaker sections of the society and help to make them more employable.
Principle 9 : Customer Value customers have been our strong pillar of support and over the
Businesses should engage with and provide value to their years of our existence have become our true brand ambassadors.
customers and consumers in a responsible manner This foundation is supported by our continuous efforts to provide
CENTURY PLYBOARDS (INDIA) LIMITED
3 Case filed by any stakeholder against the During the year, the Company received a show-cause notice from The Advertising
Company regarding unfair trade practices, Standards Council of India (ASCI) on a complaint made by Consumer Education
irresponsible advertising and/ or anti- and Research Centre (CERC) in relation to the Company’s ‘Virokill’ commercial. The
competitive behaviour during the last Company had submitted its response to ASCI and has also obtained a stay-order
five years and pending as on the end of from the court against any further action by ASCI in this regard.
financial year.
Apart from this, the Company does not have any stakeholder complaints with
regard to unethical or unfair trade practices, irresponsible advertising and/or anti-
competitive behaviour, which are pending as at 31st March, 2021.
4 Consumer survey/ consumer satisfaction Consumer satisfaction is imperative for the success of business. The Company
trends carried out by the Company connects with consumer through multiple touch points. Feedback of the end-
consumers is also obtained through the numerous dealers and architects empanelled
with the Company to understand the product quality. The Company’s CFS Division
also carries out shipping lines’ survey. The Company also has a systematic process
for resolution of all complaints and this helps in improving consumer delight.
Sajjan Bhajanka
(DIN: 00246043)
Kolkata, 10th August, 2021 Chairman and Managing Director
• Energy meters installed to monitor/control optimum • Installation of new technology oriented seasoning
power utilisation. chamber resulting in decreased power consumption.
• Increased APFC capacity by adding 100 KVAR in PCC-2 • Installation of electrical parameters for monitoring of
for power factor improvement from 0.96 to 1.0. different sections for power control.
148
• Close monitoring of 900 kw Dryer HT motor speed • Installation of turbo vents to improve air circulation
control reducing it from 990 RPM to 600 RPM during without electrical energy.
plant stop/start up (Dryer heating and cooling) for • Increasing the capacity of the Hot Water Generator no.
energy saving. 2 which saves energy consumption by 45 kWh per hour.
• Hot Press heating pump, Chips feeding screw motor, • Installation of LED lights and phasing out conventional
ANNUAL REPORT 2020-21
energy plant fuel feeding hopper forward/reverse Tube Lights/ Sodium/ Mercury Halogen lights, resulting
system and other high capacity motors (>15 HP), in power savings.
etc. are now hooked to VFD (Variable Frequency
Drive) to maintain optimum load thereby minimizing • Installation of new energy efficient fans which saves
mechanical wear and tear of machine parts, avoid heat energy consumption by almost 225 kWh per year per
loss and save power. fan.
• Modification in automation logic by switching off • Installation of inverter air conditioners (ACs) at factory
motors in raw board section after certain time when office, thereby reducing energy consumption by
CENTURY PLYBOARDS (INDIA) LIMITED
plant stops. almost 1700 kWh per year per AC (1.5 Ton).
• Two numbers of old compressors (total load 60 HP) • Installation of automatic controllers with automatic
replaced with energy efficient screw compressor (50 timer switches for street lights and high masts to save
HP) energy.
• Installation of new energy efficient MF Impregnator at • Installation of sky light sheet which enabled to switch
laminate division. off the lighting system during day time.
• Upgradation of web aligner system from electrical to • The electric distribution network is periodically
pneumatic system in Impregnators, thereby reducing analysed for corrective and proactive measures to
energy consumption by 3 kWh per hour. optimise energy usage, ensuring an effective and
efficient system of energy distribution.
• Regular venting of Thermal oil lines to remove low
boil volatile impurities for optimum utilization of heat • Yearly energy audit is conducted and recommendations
energy of the hot oil. are implemented to obtain optimum utilisation.
• Motor running timers provided in automation system (ii) The steps taken by the Company for utilising
in all the sections to monitor running time of most of alternate sources of energy:
the motors to calculate and reduce ideal running time. • Increasing the capacity of grid-connected roof top
Solar PV systems by 20 kW.
• Running of sanding machine most of the time as per
TOD timings so as to avoid peak hours of TOD in which • New ground mounted solar plant of capacity 2.8 MW
electricity consumption / unit rates are maximum. has been finalized at the MDF unit and installation of
the same is in progress. This would substantially reduce
• Regular monitoring of air leakages in air compressors
dependence on fossil fuels and emission of carbon
which form a sizable component in power consumption
dioxide.
in utility section.
• Increased the turbo vents for better air circulation
• Optimization of press cycle to improve quality and
without electrical energy.
reduce power consumption.
• Started usage of wind power energy wherever found
viable.
BOARD’S MANAGEMENT CORPORATE FINANCIAL
REPORTS DISCUSSION AND ANALYSIS GOVERNANCE STATEMENTS
(iii) The capital investment on energy conservation • Manufacturing process/parameters are continuously
equipment: monitored and modified wherever required to ensure
Investments, wherever required, for conservation of energy better productivity both in terms of quantity and
are proactively made by the Company. The Company has quality.
a continuous process to monitor and explore ways and • Collaboration with different research laboratories for
means for conservation of energy. The Company has plans development of innovative products.
for adding 2.8 MW ground-mounted solar power plant
at our Hoshiarpur facility besides enhancing the roof top • Setting up a quality assurance cell to ensure the
solar power capacity at our Joka and Kandla Units at a dispatch of only goods produced under strict process
capex of almost H20 crore. control with specific standard notifications from the
factory.
B. TECHNOLOGY ABSORPTION • Participating in national and international conferences,
(i) Efforts made towards technology absorption: seminars and exhibitions.
• The Company is carrying out in-house research to • Analysing feedback from users to improve products
develop new and better products and also to improvise and services.
149
in-house is now on a successful trial and has stopped the
• Decorative range with indigenous dying of veneers was import of the chemical.
started during the year
(iv) Expenditure on R&D:
• Switching over to use of indigenous in-house
During the year under review, the Company has not
developed wetting agent in laminate manufacture in
incurred any specific and material capital/recurring
place of imported chemical.
expenditure on research and development. Research and
• Installation of core composer machines to produce Development is carried out in-house using the existing
Zero-gap plywood. manufacturing setup. The Company is a member of Indian
Plywood Industries Research and Training Institute (IPIRTI)
• Installation of 8 feet glue spreaders to increase
and has contributed H1,73,440 to it. The technologies used
production and improve quality.
by the Company are indigenous.
• Use of software I-DEAC (MIND INFO TECH) for
generating independent QR Code for each board to
counter duplicity of Company’s products.
C. FOREIGN EXCHANGE EARNINGS AND OUTGO
H in crore
Earnings on account of: 2020-21 2019-20
FOB value of exports 104.51 104.99
Total 104.51 104.99
Outgo on account of:
a) Raw materials 167.48 257.56
b) Capital goods 4.16 1.90
c) Traded goods 18.98 26.62
d) Stores and spare parts 4.10 6.08
e) Transit Stock 9.21 16.04
f ) Services 0.01 0.13
g) Travelling expenses 0.01 0.38
h) Interest 2.14 6.26
150
Sajjan Bhajanka
(DIN: 00246043)
Kolkata, 10th August, 2021 Chairman and Managing Director
CENTURY PLYBOARDS (INDIA) LIMITED
BOARD’S MANAGEMENT CORPORATE FINANCIAL
REPORTS DISCUSSION AND ANALYSIS GOVERNANCE STATEMENTS
151
quarters. This sharp Indian recovery – one of the most decisive
The global economy is projected to grow by 5.5% in 2021 largely
among major economies – validated India’s robust long-term
due to the successful roll-out of vaccines across the globe,
consumption potential.
coupled with policy support in large economies.
Y-o-Y growth of the Indian economy
Indian economic overview
FY18 FY19 FY20 FY21
The Indian economy passed through one of the volatile periods
in living memory in 2020-21. Real GDP growth (%) 7 6.1 4.2 (7.3)
At the start of 2020, India was among five largest global Growth of the Indian economy, 2020-21
economies; its economic growth rate was the fastest among Q1, FY21 Q2, FY21 Q3, FY21 Q4, FY21
major economies (save China); its market size at 1.38 billion was Real GDP (23.9) (7.5) 0.4 1.6
the second largest in the world; its rural population of the under- growth (%)
consumed was the largest in the world.
Indian economic reforms and recovery
The Indian government announced a complete lockdown in
public movement and economic activities from the fourth week There were a number of positive features of the Indian economy
of March 2020. As economic activities came to a grinding halt, during the year under review.
India reported improving Goods and Services Tax (GST) collections India’s foreign exchange reserves continue to be in record setting
month-on-month in the second half of 2020-21 following the mode – FY21 saw $101.5 billion dollars accretion in reserves, the
relaxation of the lockdown, validating the consumption-driven steepest rise in foreign exchange reserves in any financial year;
improvement in the economy. India’s forex reserves are ranked third after Japan and China and
can cover more than a year’s import payments.
The per capita income was estimated to have declined by 5%
from H1.35 lakh in 2019-20 to H1.27 lakh in 2020-21, which OUTLOOK
was considered moderate in view of the extensive demand
The outlook for the country appears to be improving following a
destruction in the first two quarters of 2020-21.
sharp second surge of the pandemic in the first quarter of 2021-
A slowdown in economic growth and inflation weakened the 22. A medium-term optimism is that three down cycles – long-
country’s currency rate nearly 2.83% in 2020 from H71.28 to term, medium-term and short-term – could well be reversing
H73.30 to a US dollar before recovering towards the close of the at the same time. The long-term downtrend, as a result of non-
financial year. performing assets, scams and overcapacity could be over; the
medium-term downtrend that was caused by the ILFS crisis,
Despite the gloomy economic scenario, foreign direct
152
India jumped 14 places to 63 in the 2020 World Bank’s Ease of investments. Besides, a change in the US leadership could result
Doing Business ranking and was the only country in the emerging in a revival in global, trade, benefiting Indian exporters.
market basket that received positive FPIs of $23.6 billion in 2020;
The Indian government kept the inflation target of, the monetary
the country ranked eighth among the world’s top stock markets
policy framework unchanged at 2-6 % for the next five years, until
with a market capitalisation of $2.5 trillion in 2020.
the fiscal year 2025-26, measured in terms of consumer price
The Indian government initiated structural reforms in agriculture, index (CPI)-based inflation.
labour laws and medium-small enterprise segments. The
The Indian economy is projected to grow in the high single digit
labour reforms were intended to empower MSMEs to increase
percentages in FY22 as per various institutional estimates, making
CENTURY PLYBOARDS (INDIA) LIMITED
rental furniture demand and supportive logistics infrastructure is materials like ceramic and stone tiles) are expected to influence
expected to drive growth as well. product acceptance. The segment is also emerging as one of the
biggest do-it-yourself flooring materials in the country.
The Indian furniture market is estimated to have reached a value
of US$ 2.22 billion in FY21 and projected to reach US$ 3.49 billion Natural timber species like teak, maple, oak, rosewood, walnut,
by FY26. One of the biggest game-changers was the sudden and bamboo are utilised in the production of wood and laminate
emergence of the Indian work-from-home (WFH) industry. The flooring, offering high versatility. Wood and laminate flooring is
outbreak of the novel coronavirus and the resulting lockdown resistant to stain warranting lower maintenance, favouring their
resulted companies opting for the work-from-home model for use in commercial applications.
their employees. This resulted in the immediate increase in the
Growing population and urbanization have catalyzed
sales of furniture products like study table, chairs and recliners,
construction for corporate offices, retail spaces, educational
among others. Out of these, the largest share constituted study
facilities, government buildings, hotels, lodging spaces, medical
tables and tables in 2020.
and healthcare units, industrial spaces and commercial utilities.
Indian plywood market overview This, in turn, is expected to influence the offtake of wood,
This business accounted for 53 per cent of the revenues of laminate and flooring products.
Century Plyboards in 2020-21. The Indian plywood market was
153
report the fastest resource growth. Upcoming construction and
growth. Based on this reality, the market is expected to reach a
infrastructure projects are emerging as opportunities.
value of USD 5.7 billion by 2024.
Indian logistics industry overview
Indian wood and laminate flooring market overview
This business accounted for 4 per cent of the revenues of Century
This business accounted for 20 per cent of the revenues of
Plyboards in 2020-21. The logistics industry experienced a year
Century Plyboards in 2020-21. The Indian wood and laminate
challenged by irregular manufacturing and buying patterns,
flooring market was estimated USD 3.09 billion in 2020 and is
disrupted trade environment and lack of predictability. With
anticipated to expand at a CAGR of 6.4% over the next seven
increase in spread of the Covid-19 pandemic, the containerised
years. The introduction of engineered wood and laminates floors
trade witnessed a massive downfall with the exports during
are emerging as alternatives for hardwood flooring, expected to
the first half of 2020, with Q2 CY20 experiencing a considerable
grow the segment. The superiority in durability and quality and
decline of 34%. This went through an upturn in second half of
its easy maintenance function are expected to increase traction.
the calendar year as the relaxations in lockdown brought back
Moreover, advancements in designing and printing technologies
the normality in trade. Not only did the increase in the exports
have enhanced the aesthetics and textures of the products,
from Q2 to Q3 saw a sharp upward trajectory but the Q3 level
widening opportunities.
increased by 14% YoY. However, the economic impact on
Ease of installation and requirement of less-skilled labourers of consumers led to substantially lower imports, which dropped by
wood and laminate flooring (compared to conventional flooring 28 per cent as compared to the same period of 2019.
The fourth quarter of 2020 showed growth in imports and • The Company enjoys strategic presence of manufacturing
exports, moving the containerised trade towards normalcy. The plants, empowering quick product turnaround
demand for Indian exports continued to remain exceptionally
• The company is present in businesses marked by a high
strong, with most of it coming from consumer demand in North
entry cost for intending entrants
America and Europe.
Weaknesses
During 2020, the Indian containerised trade business witnessed a
major decline in its exports in the first half, but on the other hand, • Competition is strong especially from unorganized players
went through massive upside during the second half of the year, in the lower priced segment
resulting in an ultimate rise of 1% in the annual exports. On the • Decision making is largely influenced by architects,
other hand, with contractions measured in the first 3 quarters, carpenters and other opinion makers
followed by a 36.3% QoQ growth in Q4 2020, the imports in this
business experienced an overall decline of 14% in 2020 • Excess of supply over demand in various product segments
is putting margins under pressure
Growth drivers
Opportunities
154
Demographic dividend: The Indian population’s median age is • Rising demand for engineered wood products
expected to reach 28 years in 2022 as against a global average of • A young Indian population
ANNUAL REPORT 2020-21
Pradhan Mantri Awas Yojana (PMAY): Under the PMAY • Reluctance of timber-rich countries to permit export without
scheme, 1.12 crore urban houses were sanctioned, creating a value-addition
larger furniture demand. • Rise in the cost of raw materials
Policy support: With Government initiatives like ‘Make in India’
SEGMENT OVERVIEW, 2020-21
and ‘Vocal for local’, the Indian manufacturing sector has gained
momentum; the Government of India aims to increase the share Plywood
of the manufacturing sector from 16% to 25% by 2025. • The company retained its leadership of this segment
Rental furniture: Due to increased financial uncertainty and • Revenue of the segment declined by 9% during the year
economic contraction in the first half of FY 2020-21, the younger under review, valued at H1123.17 crore in comparison to
population opted to rent furniture from online portals instead of H1,234.29 crore during FY 2019-20.
buying outright. • EBITDA margin stood at 10.8% as against 9.1% in FY 2019-20.
STRENGTHS, WEAKNESSES, OPPORTUNITIES • Average realisations per unit of the end product
AND THREATS (SWOT) strengthened 1.2% over the last year
Strengths • Capacity utilization was 68%
• The Company enjoys global prospects in addition to a
Laminates
growing presence in India
• Revenue of the segment declined from H463.34 crore in FY
• The Company possess a wide product portfolio addressing 2019-20 to H415.02 crore
diverse customer segments
• EBITDA margin of the segment increased from 13.5% in FY
• The Company has a deep and wide distribution channel that 2019-20 to 17.9%
ensures consistent product availability
• Average realisations per unit of the end product remained
• The Company enjoys organized market leadership due to a unchanged compared to last year
strong brand
• Capacity utilization was 74%
BOARD’S MANAGEMENT CORPORATE FINANCIAL
REPORTS DISCUSSION AND ANALYSIS GOVERNANCE STATEMENTS
• Capacity utilization was 72% • Net worth stood at H1261.21 crore as on 31st March, 2021
compared to H1069.71 crore as on 31st March, 2020, an
Particle board
increase of 17.90%.
• Revenue from the segment declined 9.1% to H90.08 crore as
against H99.11 crore in FY 2019-20 • Inventories decreased by 6.8% from H354.10 crore as on 31st
March, 2020 to H330.16 crore as on 31st March 2021.
• EBITDA margin was 20.1% as against 24.3% in FY 2019-20
155
Interest Coverage Ratio 25.17 times 6.65 times
Current Ratio (with short term borrowings) 1.87 1.49
Debt Equity Ratio 0.09 0.22
Operating Profit Margin (%) (EBIT Margin) 12.85% 10.85%
Net Profit Margin (%) / PAT 9.09% 6.90%
Return on Net Worth/ Average Equity 16.43% 15.49%
EBITDA Margin 15.82% 13.80%
Earnings per share (H) 8.64 7.12
Fixed Asset Turnover Ratio 3.01 3.13
Return on Average capital employed 20% 17.60%
Details of significant changes in the key financial Speed and security
ratios: (i.e. change of 25% or more as compared to the At Century Plyboards, we are not as driven by ‘How fast can we
immediately previous financial year) grow?’ as much as ‘How fast can we grow without compromising
(1) Interest Coverage Ratio: Ratio has significantly improved due our security?’ We have always believed that structured growth is
to substantial reduction in debt resulting in lower interest a result of robust processes and systems. The most credible index
payment and increased in profitability of our governance is reflected in our credit rating, moderating
debt cost and perpetuation long-term profitability.
(2) Current Ratio: Ratio has significantly improved due to a
substantial reduction in debt Century’s risk management framework has translated into
growth (assets, revenues, profits and cash flows) coupled with
(3) Net Profit Margin: This has increased significantly due to
resistance to economic troughs. This attribute was validated in a
higher profits resulting out of cost reduction and improved
volatile 2020-21 when the Indian economy de-grew, but Century
realizations
not only managed to retain its revenues substantially but also
(4) Return on Net Worth/ Average Equity: This has improved increase profitability.
156
This commitment to comprehensive de-risking has been drawn This predictability has enhanced process stability, effort outcomes
from the multi-decade experience of the Century Plyboards and strengthened corporate sustainability. In view of this, risk
management, pivoted across the following priorities: management is not peripheral to the Company’s existence but
integral to it; it is not just a short-term priority but a long-term
• Grow at the lowest cost, strengthening competitiveness
essential.
across market cycles
Blueprint
• Grow with checks and balances
At Century Plyboards, we believe that a documented framework
• Engaged in interior infrastructure products represents the heart of our governance commitment.
• Presence in product spaces marked by a large operating This documentation of our intent is a statement of all that
headroom we stand for and how we intend to conduct business. Over
• Recognition that growth represents potent de-risking the years, we have documented this intent through various
policies addressing all our stakeholders. On the one hand, we
• Sustain growth even during economic slowness
BOARD’S MANAGEMENT CORPORATE FINANCIAL
REPORTS DISCUSSION AND ANALYSIS GOVERNANCE STATEMENTS
have created overarching conduct on how we – collectively and the overall risks. This will potentially generate early alerts that
and individually – will engage across a range of operations. make it possible to engage proactively in initiatives to counter
Besides, we have dovetailed this process roadmap with an the risks.
extensive documentation discipline that has not only enhanced
Risk management system
traceability but also strengthened a review process that has
helped correct deviations with speed, shrunk the learning curve, In 2020-21, Century Plyboards continued to strengthen its
enhanced process predictability and identified benchmarks comprehensive system to promptly identify risks, assess their
leading to sustainable improvement. The result is a systems- materiality and take measures to minimise their likelihood and
driven organization, enhancing business sustainability. losses. Risk management was applied across all management
levels and functional areas.
Strategic implementation and the risk management
cycle Risk management framework objectives
The Company addresses risk management from the strategic to Our risk management framework prescribes protocols for
the operational level - risk identification, measurement, analysis business conduct that seek to ensure that the risks influencing our
and assessment; our risk reporting, limitation (reduction to a level business are competently addressed to achieve our objectives.
we have deemed appropriate) and monitoring enables us to • Catalyse executive management in decision-making
157
The mitigation of our prominent risks, 2020-21
Risks Potential consequences Likelihood of External stimulus and our strategic
sustained risk response
occurrence
Macro-economic risk: The • Can potentially stagger our Low • The Indian economy is one of the fastest
business that we are in is company’s growth growing among major economies
largely influenced by economic
• Can affect our • The consumption-driven Indian economy
factors – national and regional
competitiveness is extensively under-consumed across
– completely outside our
products and resources especially related
control • Can affect our relevance
to interior infrastructure
within our region and sector
• The company has consistently established
its presence as an outperformer, accounting
for the largest share of the organized
market in India
Risks Potential consequences Likelihood of External stimulus and our strategic
sustained risk response
occurrence
Political risk: This comprises • A rethink of existing Low • The Indian government announced long-
the risk of a change in the government policies could term policies that have enhanced the
government that could review affect prospects of all relevance of the housing and interior
existing policies related players infrastructure sector in India
• This could affect the • The government has enunciated the need
company’s credit rating, to accelerate housing for all, which provides
which represents the the company with a robust foundation on
highlight of its corporate which to grow in a sustainable manner
standing
Regulatory risk: The business • This could potentially Low • We have positioned ourselves across
158
is marked by permissions and translate into censure and products, customers and markets that
restrictions especially related to operational slowdown address a growth in humankind’s needs for
resources and raw material a better living
• This could affect the
company’s credit-rating • We do believe that regulation in a
ANNUAL REPORT 2020-21
159
to increase in a prosperous India
People risk: The company This could affect the company’s Low • The company is a preferred industry
could fail to attract or retain ability to leverage knowledge, employer
competent professionals affecting its brand, productivity
• The company’s talent retention is the
and profitability
highest within its sector
• The company offers unmatched
professional and personal growth
opportunities within its sector
Environment risk: The This could invite censure, Low • The company has made extensive
company may find it difficult to criticism and the prospect investments in moderating its carbon
match tightening global ESG of some environmentally- footprint and extending beyond regulatory
standards conscious OEM customers requirements of the day
moving their business to
• The company expects to derive 25 per
competing companies
cent of its electricity requirements from
renewable energy by FY 2022-23
Risks Potential consequences Likelihood of External stimulus and our strategic
sustained risk response
occurrence
Safety risk: The business • Low safety could affect the Low • The company has invested extensively in
of manufacturing and company’s respect mechanization to enhance physical safety
transportation could be
• Human injury could affect • The company deepened its safety
affected by low safety
worker morale orientation an overarching culture, training
standards
and SOP-based processes
Liquidity risk: The company’s • This may affect the Low • The company possesses adequate liquidity
Balance Sheet may be company’s liquidity and to fund existing growth needs without
stretched following increasing gearing drawing debt or compromising Balance
investment requirements Sheet integrity
• In turn, this may affect the
company’s credit rating and • The company is virtually debt-free, which is
160
it does not introduce new brand among trade channels energized and the end consumer
products partners, resulting in a lower engaged.
engagement
Distribution risk: Dependence • This could affect the Low Century’s products enjoy national availability
on one geographic region Company’s pan-India through 28 marketing offices, covering almost
could be a hindrance in the presence all the cities and townships. The Company
Company’s growth if that enjoys a presence in more than a dozen
• This could in turn and over
particular region faces a countries.
time affect the Company’s
demand slowdown.
ability to capitalise on
CENTURY PLYBOARDS (INDIA) LIMITED
HUMAN RESOURCES AND INDUSTRIAL processes. The Company’s SAP-based ERP system has been
RELATIONS upgraded to SAP HANA which offers inexhaustible possibilities
to define queries for detection of exceptions and/or detection of
The Company has created an enabling working environment
deviating transactions, real-time analytics on transactional data,
where employees are selectively recruited, trained and provided
unmatched flexibility when changing reporting structures and
with superior career growth. During the year under review, the
even instantaneous simulation of business scenarios.
Company organised various training programmes with a focus
on enhancing functional and behaviourial competencies. The CAUTIONARY STATEMENT
Company enjoys a harmonious relationship with factory workers;
The statements in the ‘management discussion and analysis’
it comprises a blend of millennial and experienced employees.
section describing the Company’s objectives, projections,
The Company’s employee strength stood at 6365 as on 31st
estimates and prediction may be considered as forward
March 2021.
looking statements. All statements that address expectations
INTERNAL CONTROL SYSTEMS AND THEIR or projections about the future, including but not limited to
ADEQUACY statements about the Company’s strategy for growth, product
development, market positioning, expenditures and financial
The Company has put in place an effective internal control
results are based on certain assumptions and expectations
system which undergoes continuous review. Additionally,
of future events. The Company cannot guarantee that these
corrective measures are taken to enhance efficiency levels, if
assumptions and expectations are accurate or will be realised.
and when required. The Company has been accredited with
The Company assumes no responsibility to publicly amend,
ISO 9001 and ISO 14001 certifications, indicating the keen
modify or revise any forward-looking statement on the basis of
emphasis it has laid on quality management and eco-friendly
any subsequent developments, information or events.
BOARD’S MANAGEMENT CORPORATE FINANCIAL
REPORTS DISCUSSION AND ANALYSIS GOVERNANCE STATEMENTS
161
further imparts a balance to the Board Processes.
of ethics are sine qua non for sustainable business and it is
increasingly being realized as the bedrock of good governance As on 31st March, 2021 and on the date of this report, the Board
which ultimately re-instills the confidence of the stakeholder consists of sixteen Directors headed by an Executive Chairman.
in the company. Your Company is inclined towards following There are eight Executive Directors (including four Managing
highest levels of ethical standards in all its business transactions. Directors) and eight Non-Executive Independent Directors, all
To ensure the same, the Company has adopted various policies, of whom are persons of eminence, bringing in a wide range
codes and practices. The policies are reviewed periodically of expertise and experience to the Board functioning. Detailed
by the Board and are updated in line with amended laws and profile of our Directors is available on our website: www.
requirements. centuryply.com.
Your Company rests on the values of ‘People development’, The Company had framed a Policy on Board Diversity which sets
‘quality’, ‘trust’, ‘integrity’ and ‘customer focus’. Imbibing these out the approach to diversity on the Board of the Company. The
values in the business conduct of the organization enhances Board reviews its strength and composition from time to time
the long term shareholder value, while keeping the interests to ensure that it remains aligned with the statutory as well as its
of all stakeholders in view. The Company endeavors to uphold business requirements. A Succession Plan is also in place and
the principles and practices of Corporate Governance to ensure the same is being reviewed periodically by the Board to ensure
transparency, integrity and accountability in its functioning leadership continuity.
which are vital to achieve its vision of “Sarvada Sarvottam, - The
Best Always.”
DIRECTORSHIPS, COMMITTEE MEMBERSHIPS/ companies. The names, category and designation of the Directors
CHAIRMANSHIPS AND ATTENDANCE AT MEETINGS on the Board, their attendance at the Board Meetings (either
in person or through video conference) held during the year
As stipulated under Regulation 26 of the Listing Regulations and
2020-21 and at the last Annual General Meeting held through
relevant provisions of the Companies Act, 2013, your Company
video conferencing along with the number of directorships in
has received from all the Directors necessary disclosures
other Companies (Listed entities as well as other entities) and
regarding directorships/ committee memberships occupied
Committee membership(s)/ chairmanship(s) as on 31st March,
by them in other listed entities and unlisted public limited
2021 are as detailed below:
DETAILS OF DIRECTORS
Sl. Name DIN Designation Category No. of Board Attendance at
Meetings the last AGM
attended held on 9th
162
September,
2020
1 Sri Sajjan Bhajanka 00246043 Chairman & Managing 4 Yes
Director
2 Sri Hari Prasad Agarwal* 00266005 Vice Chairman & 3 Yes
ANNUAL REPORT 2020-21
Executive Director
Promoter - Executive
3 Sri Sanjay Agarwal 00246132 CEO & Managing 4 Yes
Director
4 Sri Prem Kumar 00591512 Managing Director 4 Yes
Bhajanka
5 Sri Vishnu Khemani 01006268 Managing Director 4 Yes
6 Sri Keshav Bhajanka 03109701 Executive Director 4 Yes
7 Smt. Nikita Bansal 03109710 Executive Director 4 Yes
CENTURY PLYBOARDS (INDIA) LIMITED
* Sri Hari Prasad Agarwal, erstwhile Vice Chairman & Executive Director of the Company, expired on 18th December, 2020.
#
Sri Rajesh Kumar Agarwal was appointed as an Executive Director (Additional Director) effective from 9th February, 2021, subject to
approval of the shareholders at the ensuing Annual General Meeting.
@
Sri Santanu Ray ceased to be Independent Director in the Company w.e.f. 1st April, 2021 upon completion of his second term as an
Independent Director on 31st March, 2021.
Sri Naresh Pachisia has been appointed as an Additional Director in the Independent category with effect from 1st April, 2021.
BOARD’S MANAGEMENT CORPORATE FINANCIAL
REPORTS DISCUSSION AND ANALYSIS GOVERNANCE STATEMENTS
163
3. Firstsource Solutions Ltd. (Indp.)
16 Sri Probir Roy 1. Duroply Industries Ltd. (Indp.) 3 - 6
2. Industrial and Prudential Investment (including 1 as Chairman)
Company Ltd. (Indp.)
17 Sri Amit Kiran Deb 1. India Power Corporation Limited (Indp.) 4 - 8
2. Emami Limited (Indp.) (including 4 as Chairman)
3. Skipper Limited (Indp.)
4. Star Cement Limited (Indp.)
5. B & A Limited (Indp.)
The aforesaid Directors meet all the criteria as stipulated under Company. At least four Board Meetings are held in a year, one
the applicable provisions of the Companies Act, 2013 and Listing in each quarter to review the financial results of the Company
Regulations. As per the provisions of Section 165 of the Companies and other items as per agenda. Additional Board Meetings, if
Act, 2013 read with Rules framed thereunder, none of the required, are convened by giving appropriate notice, to address
Directors hold office of a Director in more than twenty Companies the specific needs of the Company. In view of the nationwide
including ten Public Companies and Private Companies that are lockdown, the Company encouraged the participation of the
either Holding or Subsidiary of a Public Company. Further, as per Directors at the meetings of the Board and its Committees
Regulation 26 of the Listing Regulations, none of the Directors is through video conferencing mode in accordance with the
a Member of more than ten Committees or Chairperson of more provisions of law. In order to promote cohesiveness and better
than five committees, across all the companies in which he/ participation of Directors, meetings are usually convened by
164
she is a Director. In accordance of Regulation 17A of the Listing giving advance Notice for the Board Meetings, in compliance
Regulations, none of the Directors on the Board held Directorship with Secretarial Standard on Meeting of the Board of Directors
in more than seven listed entities during the financial year 2020- (SS-1) issued by the Institute of Company Secretaries of India.
21. Additionally, none of the Managing Director/ Whole-time This allows the Directors to plan their schedules and to ensure
Director of the Company is serving as an Independent Director of meaningful participation at the meetings. In case of business
ANNUAL REPORT 2020-21
more than three listed entities across all entities in which he/she exigencies, the Board’s approval are either taken by holding
is a Director. None of the Independent Directors of the Company meetings at shorter notice or through circular resolutions, if
serve as non-independent director of any other Company on the permitted under the statute, which is noted and confirmed at
Board of which any Non-Independent Director of our Company the subsequent Board meeting. The Chairman of the Board
is an Independent Director. and Company Secretary, in consultation with other concerned
members of the senior management, finalise the agenda for
DISCLOSURE OF RELATIONSHIPS BETWEEN Board meetings. Every Board Member is free to suggest items for
DIRECTORS INTER-SE inclusion in the Agenda. Board Meetings are governed by well-
None of the Directors of the Company are related inter-se, except designed and a structured agenda. All major agenda items are
CENTURY PLYBOARDS (INDIA) LIMITED
for Sri Keshav Bhajanka, Executive Director who is the son of backed by comprehensive background information (except for
Sri Sajjan Bhajanka, Chairman and Managing Director and Smt. the critical price sensitive information, which is circulated at the
Nikita Bansal, Executive Director who is the daughter of Sri Sanjay meeting) facilitating meaningful, focused and informed Board
Agarwal, CEO & Managing Director. decisions. All material information is circulated to the Directors
before the meeting, including minimum information required
BOARD MEETINGS & PROCEDURE
to be made available to the Board as prescribed under Part
The Board of Directors acts as the supreme executive authority A of Schedule II of the Listing Regulations. The Agenda for the
in controlling the management and affairs of a company. They meetings is circulated well in advance to the Directors to ensure
work as a united, cohesive and co-ordinated team in achieving that sufficient time is provided to Directors to prepare for the
desired corporate goals taking into account the interest of the meeting. Presentations, wherever required, are also made at the
Company and various stakeholders associated with it. Members Board meetings by the respective executives on the matters
of the board of directors of Centuryply act on a fully informed related to them. Any item not included in the Agenda is taken
basis and all the decisions taken by them are in good faith and up for consideration before the Board with the permission of the
with due diligence and care. The roles and responsibilities of the Chairman and with the consent of majority of Directors present
individual Directors are clearly divided to enable the Board to in the meeting. The Board is apprised of all major events/items
perform effectively. Your Directors function in accordance with and decisions together with the overall performance of the
the powers delegated under the Companies Act, 2013, Listing Company. As and when required, senior executives are invited
Regulations, Memorandum & Articles of Association and other to provide additional inputs at the Board meeting for the items
guidelines issued by the Government of India from time to time, being discussed by the Board of Directors. The Board periodically
as may be applicable to the Company. While discharging their reviews compliance reports of all laws applicable to the Company
responsibilities, your Directors ensure that the management and ensures compliance thereof, in letter and spirit.
adheres to ethics, transparency and disclosures.
The Company Secretary attends all meetings of the Board and
Board Meetings serve as forum for Board decision making by its Committees and is, inter alia, responsible for recording the
enabling discussions on matters placed before the Directors and minutes of such meetings. All the discussions and decisions
facilitating decision making based on their collective judgment. taken at meetings of the Board are entered in the Minute Book. As
The Board meets at regular intervals to discuss and decide on prescribed under SS-1, draft minutes are circulated to the Directors
strategies, policies and reviews the financial performance of the within fifteen days from the date of the meeting and suggestions
BOARD’S MANAGEMENT CORPORATE FINANCIAL
REPORTS DISCUSSION AND ANALYSIS GOVERNANCE STATEMENTS
or comments, if any, received from them are suitably incorporated exceeded 120 days due to COVID-19 pandemic for which general
therein, in consultation with the Chairman. The minutes are entered relaxations have already been granted by Ministry of Corporate
in the Minutes Book within 30 days from the conclusion of the Affairs and Securities and Exchange Board of India. The Board also
meeting and are usually signed by the Chairman of the succeeding passed resolution by circulation once on 29th August, 2020.
meeting. The process specified for the Board meeting above
are followed for the meetings of all the mandatory Committees
KEY BOARD QUALIFICATIONS, SKILLS, EXPERTISE
constituted by the Board, to the extent possible. The minutes of AND ATTRIBUTES
the meetings of the Committees of the Board are placed before the Centuryply believes that the collective effectiveness of the Board
Board for noting. The minutes of the subsidiary Companies are also is the key to success in growing businesses. The Board of your
placed before the Board on a quarterly basis. Company comprises of adequate number of Directors with such
skills, knowledge, experience, expertise and competencies that will
BOARD MEETINGS HELD DURING THE YEAR serve best to the governance and strategic needs of the Company.
Four Board Meetings were held during the Financial Year ended
In terms of Para C(2) of Schedule V of the Listing Regulations read
31st March, 2021. These were held on 26th June, 2020, 12th
with SEBI Circular dated 9th May, 2018, your Company’s Board
August, 2020, 10th November, 2020 and 9th February, 2021. One
has identified the following core skills/expertise/competencies
meeting of the Board was held in every quarter. The intervening
165
working environment within the boardroom.
Global business Experience in driving business success in markets around the world,
with an understanding of diverse business environments, economic
conditions, cultures, and regulatory frameworks, and a broad
perspective on global market opportunities
Risk Management & Legal Experience in managing areas of major risk to the organisation;
understanding of significant issues faced by the industry and the
organisation, changing technology and emerging risk areas; overseeing
compliance with applicable laws as well as understanding an individual
Director’s legal duties and responsibilities
Corporate Strategy & Arrangements Focus on strategic planning, experience in acquisitions and other
business combinations, with the ability to assess ‘build or ‘buy’ decisions
and assessing operational integration
Board Governance & Ethics Insights on Board and management accountability, protecting
shareholder interests, observing appropriate governance practices and
upholding moral values
Sales & Marketing Experience in developing strategies to grow sales and market share,
build brand awareness and equity and enhance enterprise reputation
The identification of core skills of Directors is a key means by which otherwise may adversely impact their performance. The
which endeavours are made to convert good Boards into great specific areas of focus or expertise of individual Board members
Boards. With this assessment, the Board is able to analyse whether have been highlighted in the table below. Absence of a tick mark
proper balance of skills at the Board level is maintained or not. () against a Director’s name only indicate that he/ she may
Further, it helps in identifying the gaps in core skill required not be having an expertise in the stated attribute or skill. It is
for effective functioning of the Company and also the areas important to acknowledge that not all Directors would possess
where Director’s skills needs development. Based on identified each necessary skill, but the Board as a whole must possess them.
shortcomings, need based training can be provided to the It is also to be acknowledged that competencies are not static
Directors to ensure that they remain abreast of all developments, and need to be continually updated.
Board Governance
Risk Management
Arrangements
Management
knowledge &
Operations &
Leadership &
Behaviour &
Information
Technology
Equanimity
Accounting
experience
Financial &
Strategy &
Corporate
Technical,
and Legal
Industry
& Ethics
166
SEPARATE MEETING OF INDEPENDENT DIRECTORS 14th January, 2021. The said Meeting was attended by all the
Regulation 25(4) of the Listing Regulations and Section 149 Independent Directors of the Company.
read with Schedule IV of Companies Act, 2013 mandates that At the said Meeting, the Independent Directors inter-alia,
the Independent directors of the Company shall hold at least reviewed the performance of the Non-independent Directors, the
one meeting in a financial year without the attendance of non- Board as a whole and that of its Committees. They also reviewed
independent directors and members of management. Separate the performance of the Chairman of the Company, after taking
meetings of the Independent Directors without the presence into account the views of Executive Directors and Non-executive
of Executive Directors or management representatives provides Directors. The Independent Directors also reviewed the quality,
an opportunity to Independent Directors for exchanging content and timeliness of the flow of information between the
valuable views and to raise issues to the Chairman through Management and the Board and its Committees that is necessary
the Lead Independent Director. During the Financial Year 2020- to effectively and reasonably perform and discharge their duties.
21, the Independent Directors held one separate meeting on
BOARD’S MANAGEMENT CORPORATE FINANCIAL
REPORTS DISCUSSION AND ANALYSIS GOVERNANCE STATEMENTS
167
• Willingness to spend time and effort to learn about the
plan for orderly succession in the appointments of the Board Company and its business; and
of Directors and Senior Management. By integrating workforce
planning with strategic business planning, the Company deploys • Awareness about the latest developments in the areas such
necessary financial and human resources to meet its objectives. as corporate governance framework, financial reporting,
Succession planning and elevation within the organization, fuel industry and market conditions.
the ambitions of its talent force, to earn future leadership roles. b. Board Committee Evaluation-
Your Company believes that an orderly succession plan is a
means to pave way for the young talent to learn, implement and • Committee composition, culture and dynamics;
grow on an accelerated basis. • Independence of working;
As the Company move through various stages of life cycle • collective judgment and contribution to Board decisions;
and build growth strategies to deal with changing business
environments, the issue of leadership becomes critical and with • Fulfillment of key responsibilities.
it, the related issue of succession. The succession strategy of your c. Individual Director’s Evaluation (including Independent
Company essentially look ahead and plan appropriately to ensure Directors)-
that there is continuity and the right kind of leadership in the
business, both at executive and Board level through a process of • Leadership & stewardship abilities;
proper identification and nurturing of individuals for taking over • Participation and constructive contribution at Board /
senior management positions. Committee meetings;
• Communication of expectations and concerns; which would become effective on 1st April, 2022, where upon,
• contributing to clearly define corporate objectives & plans; Sri Sajjan Bhajanka shall, at his discretion, opt to continue either as
the Chairman or as Managing Director of the Company. Since Sri
• Identification, monitoring and mitigation of significant
Bhajanka would be attaining the age of 70 on 3rd June, 2022, his re-
corporate risks;
appointment for a term of five years would require approval of the
• Assessment of policies, structures and procedures; shareholders by way of a special resolution. The Board of Directors of
• Adherence to ethical standards and code of conduct of your Company accordingly recommends the same.
Company.
Pursuant to the recommendation of the Nomination and
Besides this, the Independent Directors were additionally Remuneration Committee and subject to the approval of the
evaluated on the basis of effective deployment of their knowledge shareholders, the Board of Directors at its meeting held on 10th
and expertise and independence of behaviour and judgment. November, 2020 re-appointed Sri Sanjay Agarwal and Sri Ajay
Baldawa as CEO & Managing Director and Executive Director
The above criteria are broadly based on the Guidance Note on
(Technical) respectively, for a further period of five years with
Board Evaluation issued by the Securities and Exchange Board of
effect from 1st July, 2021 and also re-appointed Sri Keshav
168
2020 for a term upto 30th September, 2023 was approved by the
INFORMATION REGARDING THE DIRECTORS Shareholders at the 39th Annual General Meeting held on 9th
SEEKING APPOINTMENT/ REAPPOINTMENT September, 2020.
CHANGES IN DIRECTORSHIPS DURING THE stakeholders, towards the management and the Government. The
FINANCIAL YEAR 2020-21 AND THEREAFTER Directors of the Company constantly endeavour to discharge their
fiduciary responsibilities in the best interest of the Company. The
During the year under review, Sri Hari Prasad Agarwal, erstwhile
duties of Directors are not limited to being fiduciary in nature but
Vice-Chairman and Executive Director of the Company, expired
also extends to statutory as well as regulatory duties. The Board
on 18th December, 2020. Late Hari Prasad Agarwal was associated
as a whole is entrusted with the management of the Company’s
with the Company since incorporation.
business and is responsible for making strategic and operational
Subject to approval of the Shareholders of the Company at decisions for the Company which determines its long term future
the ensuing Annual General Meeting, the Board of Directors prosperity and protect its assets and reputation. Directors play an
at its Meeting held on 9th February, 2021, after considering important role in imbibing values and ethics in the Company. As
the recommendations of the Nomination and Remuneration Directors, they are responsible for ensuring that the Company
Committee and their respective consents, approved (i) meets its statutory obligations. Your Company is headed by an
appointment of Sri Rajesh Kumar Agarwal (DIN: 00223718) as an effective Board to lead and steer the Company to attain desired
Additional Director in the Executive category with effect from 9th goals. The role and responsibility of Directors in a company are
February, 2021 for a period of three years. (ii) appointment of Sri quite onerous and multifarious.. Your Directors abide by the duties,
Naresh Pachisia (DIN: 00233768) as an Additional Director in the roles and responsibilities as laid down in the Companies, Act, 2013,
Independent category, not liable to retire by rotation, with effect Listing Regulations and other applicable statutes.
from 1st Àpril, 2021 for a term up to 31st March, 2024, in place of
Sri Santanu Ray (DIN: 00642736), who ceased to be Independent ROLE OF COMPANY SECRETARY IN GOVERNANCE
Director in the Company upon completion of his second term as AND COMPLIANCE PROCESS
Independent Director on 31st March, 2021. The Company Secretary provides the impetus, guidance and
Pursuant to the recommendation of the Nomination and direction for achieving the objective of corporate governance.
Remuneration Committee, the Board of Directors at its meeting held The Institute of Company Secretaries of India projects Company
on 10th November, 2020 approved re-appointment of Sri Sajjan Secretary as ‘Corporate Saviour’- a person who can be relied
Bhajanka as an Executive Chairman and Managing Director of the upon by stakeholders i.e., Corporates, Promoters, Shareholders,
Company for a further period of five years with effect from 1st April, Government and Regulators. The Company Secretary is an
2021, subject to the approval of the shareholders and further subject important member of the corporate management team and acts
to compliance of Regulation 17(1B) of the Listing Regulations as conscience keeper of the Company. He is a close confidante
BOARD’S MANAGEMENT CORPORATE FINANCIAL
REPORTS DISCUSSION AND ANALYSIS GOVERNANCE STATEMENTS
of the Board and commands confidence of individual directors the advice and services of the Company Secretary. A certificate
so as to ensure that the culture of independence is promoted at of statutory compliances duly signed by the Managing Director
the Board and Committee meetings and at the level of individual & CEO and CFO is also placed before the Board at its meetings
directors. The Company Secretary acts as a vital link between the held during the year under review. The Board of Directors reviews
Company and its Board of Directors, shareholders, government the compliance reports of the laws applicable to the Company as
and regulatory authorities. He ensures that the Board procedures well as instances of non – compliances, if any, together with their
are followed and regularly reviewed and provides guidance possible impact on the Company’s business.
to Chairman and the Directors on their responsibilities under
various laws. Providing support goes beyond scheduling COMMITTEES OF THE BOARD
meetings to proactively managing the agenda and ensuring the The Board has constituted various Committees in line with the
presentation of high quality up-to-date information in advance statutory requirements which facilitates expeditious decision
of meetings. Even the Board understands that the Company making. The Board Committees are sub-sets of the Board deriving
Secretary is a “go-to” person to respond to any queries. He acts their authority from the powers delegated to it by the Board. Board
as the shareholders’ first point of contact with the Company for Committees are pillars of corporate governance. To enable better
resolving their grievances and complaints, thereby maintaining management of the Board’s time and to allow in-depth scrutiny
healthy investor relations. He also acts as the first point of contact and focused attention, the Board constitutes various Committees,
169
Regulation 6 of the Listing Regulations, the Company Secretary
of the Company also acts as the Compliance Officer. Apart from Audit Committee
ensuring compliances, he also acts as an in-house legal counsel The Audit Committee serves as one of the main pillars of corporate
to advise the Board and the functional departments of the governance mechanism in the Company. The Committee is
company on various corporate, business, economic and tax laws. responsible for the oversight of the quality and integrity of the
The Company Secretary is responsible for ensuring compliance Company’s accounting and reporting practices; controls and
with applicable statutory requirements and regulations, primarily financial statements; legal and regulatory compliances; the
the Companies Act, 2013, Rules thereunder and the Listing auditors’ qualifications and independence and the performance
Regulations. The Company Secretary establishes and regularly of Company’s internal audit function
monitors the compliance mechanism in place to carry out effective It acts as a liaison between the Board of Directors and the
and timely compliance of relevant laws, rules and regulations. In auditors- both external and internal. The Committee oversees
accordance with Section 205 of the Companies Act, 2013, the the Management’s financial reporting process to ensure accurate
Company Secretary reports to the Board regarding compliance and timely disclosures, with the highest levels of transparency,
with the provisions of the Companies Act, 2013, the rules made integrity and quality of financial reporting. It assists the Board
thereunder and other laws applicable to the Company. The in fulfilling its responsibilities of reviewing the Company’s
Company Secretary also coordinates with Stock Exchanges and established systems and processes for internal financial controls
Depositories to ensure compliance with their Rules, Regulations and internal audit processes.
and other directives. All Directors of the Company have access to
The Audit Committee plays a pivotal role in reviewing the viii. Approval or any subsequent modification of transactions
Company’s financial information, audit and accounting matters, of the company with related parties;
internal controls measures, related party transactions, functioning
ix. Scrutiny of inter-corporate loans and investments;
of whistle blower mechanism, evaluation of internal financial
controls and risk management systems and policies. x. Valuation of undertakings or assets of the company,
Terms of reference wherever it is necessary;
Terms of reference of the Audit Committee are in line with the xi. Evaluation of internal financial controls and risk
guidelines set out in Regulation 18 read with Part C of Schedule II management systems;
of the Listing Regulations and Section 177 of the Companies Act,
xii. Reviewing, with the management, performance of
2013 read with Rules framed thereunder and as on the date of
statutory and internal auditors and adequacy of the
this report, includes the following:
internal control systems;
i. Oversight of the company’s financial reporting process and
the disclosure of its financial information to ensure that the xiii. Reviewing the adequacy of internal audit function, if any,
170
financial statement is correct, sufficient and credible; including the structure of the internal audit department,
staffing and seniority of the official heading the
ii. Recommendation for appointment, remuneration and department, reporting structure coverage and frequency
terms of appointment of auditors of the company; of internal audit;
iii. Approval of payment to statutory auditors for any other xiv. Discussion with internal auditors of any significant findings
ANNUAL REPORT 2020-21
Name of Members Category Position Attendance at the Audit Committee Meeting held on
The Audit Committee has been constituted in line with the the Board and assists the Board in identifying, screening and
171
The Committee periodically identifies competency gaps in
The meetings of Audit Committee are also attended by the Chief
the Board and senior managerial levels, evaluates potential
Executive Officer, Chief Financial Officer and Internal Auditor. The
candidates and makes suitable recommendations to the Board.
representatives of the Statutory Auditors are permanent invitees
The Committee has the overall responsibility of approving and
to the Audit Committee Meetings. They have attended all Audit
evaluating the compensation plans, policies and programme for
Committee Meetings held during the year at which the financial
Executive Directors and the Senior Management. The Committee
statements have been placed for review. The Committee also invites
reviews and recommends, as and when required, amendments
senior executives, as it considers appropriate, to be present at the
to policies relating to human resource, succession planning,
meetings of the Committee. The Company Secretary acts as the
board diversity and criteria for payment of remuneration. The
Secretary to the Committee. Sri Santanu Ray, Chairman of the Audit
Nomination and Remuneration Committee also formulates criteria
Committee was also present at the last Annual General Meeting.
and specifies the manner for effective evaluation of performance
Nomination and Remuneration Committee of Board, its Committees and individual Directors. It also conducts
The Company has a Nomination and Remuneration Committee the evaluation process as per the Board Evaluation policy.
which is responsible for addressing competency requirements Terms of reference
for the Board and senior management, based on the segment
The terms of reference of the Nomination and Remuneration
and operations of the Company.
Committee is in line with the provisions of Regulation 19 read with
The Committee oversees the Company’s nomination process Para A of Part D of Schedule II of Listing Regulations and Section 178
including succession planning for the senior management and of the Companies Act, 2013 and includes the following:
i. Formulating the criteria for determining qualifications, accordance with the criteria laid down and recommending
positive attributes and independence of a Director and to the Board their appointment/ removal.
recommending to the Board, a Policy relating to the
v. Recommending/ reviewing remuneration of the Managing
remuneration of the Directors, Key Managerial Personnel
Director(s) and Whole-time Director(s) based on their
and other employees.
performance and defined assessment criteria
ii. Formulating the criteria and specifying the manner for
vi. Recommending to the Board, all remuneration, in whatever
effective evaluation of performance of Board, its Committees
form, payable to Senior Management.
and individual Directors, reviewing its implementation and
compliance and also carrying out of such evaluation. vii. Recommending whether or not to extend or continue the
term of appointment of the Independent Directors on the
iii. Devising a policy on Board diversity.
basis of the report on their performance evaluation.
iv. Identifying persons who are qualified to become Directors
and who may be appointed in Senior Management in
172
The composition of Nomination and Remuneration Committee principles which supports and reinforces the achievement of the
conforms to the regulatory requirements mandated by Section Company’s vision and strategy, promotes transparency, internal as
178 of the Companies Act, 2013 and Regulation 19 of the Listing well as external equity and at the same time ensures affordability
Regulations. The Company Secretary acts as Secretary to the and sustainability. The Company’s remuneration policy is based
Committee. Sri Vijay Chhibber, Chairman of the Committee was on the industry standards and is periodically reviewed to ensure
also present at the last Annual General Meeting. that the pay structures are aligned with the prevalent market
conditions and industry standards. The Policy lays down the
Remuneration policy and its salient features
guiding framework and procedure which the Committee ought
Focus on productivity and pay for performance have been to follow while recommending appointment of Board Members
the centerpiece of the Company’s remuneration policy. It is and Senior Management Personnel.
designed to attract, motivate, improve productivity and retain
high performance talent by offering appropriate remuneration Remuneration of Executive and Non-executive Directors is
packages and benefits. The Policy emphasize on promoting determined by the Board, on the recommendation of the
talent and ensuring long term sustainability of talented Nomination and Remuneration Committee, subject to the
managerial persons by creating competitive advantage. The approval of the Shareholders, where required. All remuneration,
Policy broadly lays down the guiding principles, philosophy and in whatever form, payable to Senior Management are also
the basis for payment of remuneration. One of the key features recommended by this Committee. The remuneration of Directors,
of the Company’s Remuneration Policy is that it is based on Key Managerial Personnel and all other employees is based on
BOARD’S MANAGEMENT CORPORATE FINANCIAL
REPORTS DISCUSSION AND ANALYSIS GOVERNANCE STATEMENTS
competency, contribution and commitment demonstrated by the Board which adds value to the Company. The Company is
them towards the Company. being hugely benefited from their expertise, advice and inputs.
They devote their valuable time in deliberating on the strategic
The remuneration payable to Executive Directors involves a
and critical issues in the course of the Board and Committee
balance of fixed pay and a variable pay reflecting short and
meetings of the Company and give their valuable advice,
long term performance objectives appropriate to the working
suggestions and guidance to the management of the Company
of the Company and its goals. The remuneration payable to
from time to time.
Executive Directors are commensurate with industry standard
and are determined after taking into consideration the individual The Company believes that the remuneration paid to its
responsibilities shouldered by them, time and effort devoted Non- executive Independent Directors should be reflective
and the relative performance of the Company to the industry of the size of the Company and complexity of the sector/
performance. The remuneration paid to Executive Directors is industry/ Company’s operations and should be consistent with
proposed by the Nomination and Remuneration Committee recognised best practices. Overall remuneration (sitting fees
and subsequently approved by the Board of Directors and the and commission) should be reasonable and sufficient to attract,
shareholders of the Company, whenever required. Annual retain and motivate Directors aligned to the requirements of the
increments/subsequent variation in their remuneration are Company, taking into consideration the challenges faced by the
173
entitled to participate in Stock Option Scheme, if any, introduced other than payment of sitting fees and commission to them and
by the Company. reimbursement of their travelling expenses for the purpose of
attending Board/ Committee meeting.
The Remuneration Policy is also available on our website and
can be accessed at https://www.centuryply.com/codes-policies/ ° Sitting fees
Remuneration-policy.pdf. There has been no change in the Non-Executive Directors are entitled to a Sitting fee of
policy during the current year. The Directors affirm that the H50,000/- for each meeting of Board and H25,000/- for each
remuneration paid to Directors, KMPs and employees is as per meeting of Committees thereof attended by them together
the Remuneration Policy of the Company. with reimbursement of reasonable actual expenses for such
participation.
Criteria for making payments to Non-executive
Directors ° Commission
The Independent Directors play a crucial role in the independent The Non-Executive Directors of the Company are entitled to
functioning of the Board. With continuous changes in the a profit-based commission on an annual basis based on the
Corporate Governance norms, the role and responsibilities of recommendation of Nomination and Remuneration Committee
Non-executive Directors and the degree and quality of their and approval of the Board in accordance with Remuneration
engagement with the Board has undergone a substantial change Policy and within the approved statutory limit. Presently a
over a period of time. The Non- executive Directors bring in a sum of H4,00,000/- is paid to each Non-Executive Directors as
wider perspective to the deliberations and decision making of commission.
Details of remuneration paid to Directors during the Financial Year 2020-21
Sl. Name of the Designation & Salary (H) Sitting Fee Commission No. of shares
No. Director Service contract (H) (H) held as on 31st
CTC Paid in FY
March, 2021a
2020-21b
Executive Directors:
2. Sri Hari Prasad Vice-chairman & 60,00,000 10,00,000 Nil Nil Nild
Agarwal Executive Director up
to 31.05.2022d
174
3. Sri Sanjay CEO & Managing 1,20,00,000 60,00,000 Nil 1,43,40,500 24880460
Agarwal Director up to
30.06.2026e
Bhajanka
30.06.2026g
Non-Executive Directors:
Sl. Name of the Designation & Salary (H) Sitting Fee Commission No. of shares
No. Director Service contract (H) (H) held as on 31st
CTC Paid in FY
March, 2021a
2020-21b
175
* All the aforesaid appointments/ re-appointments are subject to approval of the Shareholders at the ensuing Annual General Meeting.
Service Contracts, Severance Fee, Notice Period and the time of their appointment. As required by Regulation 46 of
Stock Options the Listing Regulations, the terms and conditions of appointment
The appointment of the Executive Directors is governed by of Independent Directors is available on the Company’s
resolutions passed by the Nomination and Remuneration website and can be accessed at https://www.centuryply.com/
Committee, Board of Directors and the Shareholders of the investor-information/Terms-and-Conditions-of-appointment-of-
Company, the Service Contracts entered into with them and the Independent-Directors.pdf.
Remuneration Policy of the Company, all of which covers the During the year under review, none of the Directors were paid
terms and conditions of such appointment. There is no separate any bonus, pension or performance-linked incentive or any other
provision for payment of severance fee under the resolutions benefits. The Company has no stock option plans and hence such
governing the appointment of Executive Directors. A notice of instruments do not form a part of the remuneration package
three months is required to be given by an Executive Director payable to any Executive and/or Non-Executive Director. Further,
seeking to vacate office and the resignation takes effect upon there was no expenditure debited in the books of accounts,
the expiration of the notice or its earlier acceptance by the Board. which represent personal expenditure of the Directors and/ or
The terms of disengagement of Independent Directors are the Top Management.
governed by the formal appointment letters issued to them at
Performance evaluation criteria for independent related to transfer/transmission of shares, non-receipt of
directors annual report, non-receipt of declared dividends, issue of
This has been discussed elsewhere in this Report. new/duplicate certificates, general meetings etc.;
Stakeholders Relationship Committee ii. Reviewing measures taken for effective exercise of voting
rights by shareholders;
The Stakeholders Relationship Committee has been constituted to
oversee various aspects of interest of stakeholders including redressal iii. Reviewing adherence to the service standards adopted by
of shareholders/ investors grievances and complaints, reviews the the listed entity in respect of various services being rendered
service standards of the Registrar and Share Transfer Agent of the by the Registrar and Share Transfer Agent;
Company and suggests measures for improving the same.
iv. Reviewing measures and initiatives taken by the Company
Terms of reference for reducing the quantum of unclaimed dividends and
The terms of reference of the Stakeholders Relationship ensuring timely receipt of dividend warrants/annual reports/
Committee is in line with Regulation 20 read with Para B of Part statutory notices by the shareholders of the company;
176
D of Schedule II of the Listing Regulations and Section 178 of the v. Evaluating performance and service standards of the
Companies Act, 2013 and includes the following: Registrar and Share Transfer Agent of the Company;
i. Investor relations and resolving the grievances of the vi. Providing guidance and making recommendations to
security holders of the listed entity including complaints improve service levels for the investors.
ANNUAL REPORT 2020-21
18.06.2020
CENTURY PLYBOARDS (INDIA) LIMITED
The composition of the Stakeholders Relationship Committee no complaint pending at the beginning and at the close of the
conforms to the regulatory requirements mandated by Section financial year. No complaint was received through SCORES, the
178 of the Companies Act, 2013 and Regulation 20 of the Listing web based complaint redressal system of SEBI.
Regulations. The Company Secretary acts as Secretary to the
Corporate Social Responsibility Committee
Committee.
The Corporate Social Responsibility (CSR) Committee was set up
Compliance Officer and status of pending complaints to formulate and monitor the CSR Policy of the Company. The
Sri Sundeep Jhunjhunwala, Company Secretary is the Compliance Committee has overall responsibility for identifying the areas
Officer of the Company for attending to Complaints/Grievances of CSR activities, ascertaining and recommending the amount
of the members. During the Financial Year ended 31st March, of expenditure to be incurred on the identified CSR activities
2021, the Company received four complaints from shareholders and overseeing implementation of the CSR programs of the
and all of them were resolved to their satisfaction. There was Company. The Committee also recommends to the Board an
BOARD’S MANAGEMENT CORPORATE FINANCIAL
REPORTS DISCUSSION AND ANALYSIS GOVERNANCE STATEMENTS
annual action plan for implementation of its CSR programs. The (a) the list of CSR projects or programmes that are approved
Committee provides guidance to the Company in integrating its to be undertaken in areas or subjects specified in
social and environmental objectives with its business strategies Schedule VII of the Act;
and assists in crafting unique models to support creation of
(b) the manner of execution of such projects or
sustainable livelihoods.
programmes as specified in sub-rule (1) of rule 4;
Terms of reference
(c) the modalities of utilisation of funds and implementation
The terms of reference of the Corporate Social Responsibility schedules for the projects or programmes;
Committee is in line with the provisions of Section 135 of the
Companies Act, 2013 read with Rules framed thereunder and (d) monitoring and reporting mechanism for the projects
includes the following: or programmes; and
i. To formulate and recommend to the Board, a Corporate (e) details of need and impact assessment, if any, for the
Social Responsibility (CSR) Policy and any amendments projects undertaken by the company:
thereto, indicating activities to be undertaken by the iv. To monitor the CSR Policy of the Company from time to
Company in compliance with provisions of the Companies time;
Act, 2013 and Rules made there under;
26.06.2020
The composition of the CSR Committee conforms to the risk in a proactive manner. Though risks cannot be completely
regulatory requirements mandated by Section 135 of the eliminated; an effective risk management plan ensures that risks
Companies Act, 2013. The Company Secretary acts as Secretary are reduced, avoided, retained or shared. Your Company follows
to the Committee. a systematic approach to cushion the impact of the inherent
risks by adopting various strategies to mitigate them at an early
Risk Management Committee
stage. Your Company is exposed to various kinds of risk in the
Your Company acknowledges that establishing a sound Risk major areas like economic, environment and market leadership,
Management framework is indispensable to drive organizational inflation and cost of production, legal and compliance with local
success. Risks are an integral and unavoidable component laws, financial and accounting, information technology and
of any business and are becoming increasingly complex and human resource management.
interconnected. Your Company is committed to managing
Your Company has a dedicated Risk Management Committee, iii. Monitoring and overseeing implementation of the risk
constituted pursuant to Listing Regulations. This Committee management policy, including evaluation of the adequacy
assists the Board in the identification, evaluation and mitigation of risk management systems;
of operational, strategic and environmental risks. This Committee iv. Periodically reviewing the risk management policy, at least
also has the responsibility of monitoring and approving the risk once in two years, by considering inter-alia the changing
policies and associated practices of the Company. industry dynamics and evolving complexity;
Your Company has a Risk Management Policy in accordance with v. Framing, implementing, monitoring and reviewing the risk
the requirements of the Companies Act, 2013 and the Listing management plan, systems and framework including cyber
Regulations articulating the strategies to minimise the adverse security for the Company and ensuring its effectiveness;
consequence of risks on business objectives of the Company. The
vi. Keeping the board of directors informed about the nature
Policy establishes various levels of accountability and overview
and content of its discussions, recommendations and
within the Company, while vesting identified managers with
actions to be taken;
responsibility for each significant risk. Your Company understands
178
that risks need to be treated for their adverse effects and it also vii. Reviewing the appointment, removal and terms of
endeavours to harness the key risks in a proactive manner in remuneration of the Chief Risk Officer (if any);
order to capitalize on potential opportunities. viii. Coordinating its activities with other committees, in
Terms of reference instances where there is any overlap with activities of such
committees, as per the framework laid down by the board of
ANNUAL REPORT 2020-21
risks or any other risk as may be determined by the and periodically updating Company’s Enterprise Risk
Committee, measures for risk mitigation including systems Management Program for assessing, monitoring and
and processes for internal control of identified risks and mitigating the risks;
Business continuity plan;
xii. Periodically reviewing the adequacy of the Company’s
ii. Ensuring that appropriate methodology, processes and resources to perform its risk management responsibilities
systems are in place to monitor and evaluate risks associated and achieve objectives;
with the business of the Company; xiii. Carry out responsibilities as assigned by the Board.
179
The Finance Committee deals with the day to day matters within sales / branch offices in or outside India.
the terms of reference defined by the Board and ensures their v. Carry out any other function as is mandated by the Board from
expeditious implementation. time to time and/or enforced by any statutory notification,
Terms of reference amendment or modification as may be applicable.
Terms of reference of the Finance Committee includes the vi. Review and consideration of periodical budgets of the
following: Company and approval of capital expenditures
i. To approve the opening of and modification in operation of vii. Authorise and empower executives and/or authorised
bank accounts, including closure thereof. representatives in all matters relating to business operations,
direct and indirect taxes, commercial taxes, municipal taxes,
ii. Borrow money by way of loan (including foreign currency
import and export, customs, port trust, provident fund, ESI,
loans) in or outside India for the purpose of financing new
electricity and other utilities and all legal matters of the
projects, refinancing the existing debt, capital expenditure,
Company and approve execution of Power of Attorney, as
general corporate purposes including working capital
may be required, for this purpose.
requirements and possible strategic investments and take
necessary actions connected therewith. viii. Opening, modification and closure of trading and demat
iii. Provide corporate guarantee/performance guarantee from accounts required for securities, derivatives and all other
the Company for credit facilities availed by its subsidiaries or Options.
by any other entity.
ix. Consideration of matters relating to participation in bids/ xiii. Avail Bill Collection, Bill Payment, Cash Management Services
tenders/ expression of interest and all other business and Financial Intermediary services in all forms and from any
alliances and joint ventures, among others, if any. Bank.
x. Monitoring of loans and advances granted by the Company xiv. Take decisions in connection with any arrangement,
as approved by the Board of Directors from time to time. document or matter necessary, ancillary, incidental or
xi. Undertake and enter into Foreign Exchange Transactions desirable to give effect to all its powers and authority.
and to transact in Derivative Products including Currency xv. Any other financial issues or other matters, whether out of
Options, buy and sell Spot and Forward, convert Rupee and incidental to these functions or not, as may be assigned
Liabilities into Foreign Currency Liabilities to hedge by the Board.
Currency and Interest Rate Risks/Fluctuations in respect
of the Company’s Export and Import Contracts, Foreign xvi. Delegate authorities from time to time to the executives,
Currency Loans and other Foreign Currency related matters officers and other authorised persons to implement the
as permitted by Reserve Bank of India from time to time. Committee’s decisions.
180
xii. Approve availing of online banking facilities in all forms xvii. Authorise Directors, Officers and other Authorised Persons
including but not limited to viewing rights, transaction rights, for execution of necessary documents and affixing Common
application for Letters of Credit, Bank Guarantees, Buyers Credit Seal of the Company, as may be required for implementing
and carry out all trade related transactions through internet. decisions taken by the Board or any Committee thereof.
ANNUAL REPORT 2020-21
Composition
The Finance Committee comprises of the following members:
Sl. Name Category Position
1 Sri Sajjan Bhajanka Executive non-Independent Chairman
2 Sri Sanjay Agarwal Executive non-independent Member
3 Sri Hari Prasad Agarwal (till 18.12.2020) Executive non-Independent Member
4 Sri Rajesh Kumar Agarwal (w.e.f. 09.02.2021) Executive non-Independent Member
CENTURY PLYBOARDS (INDIA) LIMITED
Extra Ordinary General Meeting All details relating to financial and commercial transactions
During the Financial Year ended 31st March, 2021, no Extra where Directors may have a pecuniary interest are provided
Ordinary General Meeting was convened. to the Board and the interested Directors neither participate
in the discussion nor vote on such matters. The Register of
Postal Ballot Contracts containing transactions in which the Directors are
During the year under review, the Company has not passed any interested, is placed before the Board regularly.
resolution through Postal Ballot in accordance to the procedure
Transactions with related parties, as per requirements of
prescribed in Section 110 of the Companies Act, 2013 read with
Indian Accounting Standard 24, are disclosed in notes to
the Companies (Management and Administration) Rules, 2014.
accounts annexed to the Financial Statements.
Procedure followed by Company for conducting
The Company’s ‘Policy on Materiality of and dealing with
Postal Ballot:
Related Party Transactions’ framed pursuant to Regulation 23 of
i. Appointment of Scrutinizer who is not in the employment of the Listing Regulations is available on the Company’s website
the Company. at: https://www.centuryply.com/codes-policies/Policy-on-
ii. Notice of postal ballot along with the explanatory statement Materiality-of-and-dealing-with-related-party-transcations.pdf.
to shareholders by following modes:
181
not have any plans to pass any resolution through postal ballot.
Rules, 2015 while preparing the financial statements.
DISCLOSURES Inter-se relationships: The Directors of the Company are
Related Party Transactions: not related inter-se, except for Sri Keshav Bhajanka who
All related party transactions entered into during the is the son of Sri Sajjan Bhajanka, Chairman and Managing
Financial Year 2020-21 were at an arm’s length basis and were Director and Smt. Nikita Bansal, who is the daughter of Sri
in the ordinary course of business. There were no materially Sanjay Agarwal, CEO & Managing Director.
significant transactions, financial or commercial, between Details of funds raised: During the year under review,
the Company and its senior management or other related the Company has not raised any money through an issue
parties that may have a potential conflict with the interest (public, rights, preferential, etc.)
of the Company at large. The related party transactions are
entered into based on considerations of various business Mandatory Compliance: The Company has complied with
exigencies, such as synergy in operations, commitment of all the mandatory requirements of the Listing Regulations
supply, quality standards, specialisation and the Company’s including those specified in Regulations 17 to 27, clauses (b)
long-term strategy for sectoral investments, liquidity and to (i) of sub-regulation (2) of Regulation 46 and sub-paras (2)
capital resources. to (10) of Part C of Schedule V of the Listing Regulations.
Compliance with Secretarial Standards: The Company c) Modified Opinion in Audit Report: The Company’s
has complied with Secretarial Standards on Board Meetings Financial Statement for the year ended 31st March,
and General Meeting. 2021 does not contain any modified audit opinion. The
Company always endeavours to present unmodified
Committee recommendation: The Board of Directors
Financial Statements.
confirms that during the year, it has accepted all
recommendations received from its mandatory Committees. d) Separate posts of Chairman and CEO: The positions
of Chairman and Chief Executive Officer (CEO) are
Certificate from Practicing Company Secretary on
separate. The Chairman of the Company is an Executive
qualification of the Board: The Company has obtained
Director and his position is separate from that of the
a certificate from a Company Secretary in Practice that
Chief Executive Officer.
none of the Directors on the Board of the Company have
been debarred or disqualified from being appointed or to e) Reporting of Internal Auditor: The Internal Auditor
continue as Directors of any company by SEBI or Ministry reports directly to the Audit Committee. He is a
of Corporate Affairs or any such statutory authorities. The permanent invitee to the Audit Committee Meetings
182
certificate is annexed separately to this Report. and regularly attends the Meetings for reporting audit
findings to the Audit Committee.
Fees to Statutory Auditors: Total fees (excluding
reimbursement of expenses) for all services paid by the WHISTLE BLOWER POLICY/ VIGIL MECHANISM
Company and its subsidiaries, on a consolidated basis, to
Pursuant to the provisions of Section 177(9) of the Companies
the Statutory Auditor and all entities in the network firm/
ANNUAL REPORT 2020-21
Total 52,51,000 Annual Report. During the financial year ended 31st March, 2021,
no personnel were denied access to the Audit Committee for
Disclosure in relation to Sexual Harassment of Women
reporting cases under this policy.
at Workplace (Prevention, Prohibition and Redressal)
Act, 2013: CODE OF CONDUCT
Number of complaints filed during the NIL Your Company has adopted a Code of Conduct applicable to
Financial Year 2020-21 all the Directors and Senior Management Executives of the
Number of complaints disposed of during the NIL Company (“the Code”). The Code intends to foster a culture of
Financial Year 2020-21 honesty, integrity and accountability across the organisation. The
Number of complaints pending as on the end NIL duties of Directors including duties as an Independent Director
of the Financial Year 2020-21 as laid down in the Companies Act, 2013 also forms part of the
Code of Conduct. The Code has been posted of the website and
Disclosure of commodity price risks and commodity can be accessed at https://www.centuryply.com/codes-policies/
hedging activities: The same has been discussed elsewhere Code-of-Conduct-for-Directors-and-Senior-Management-
in this Report. Executives.pdf
Non-mandatory Compliance: The status of compliance The Code of Conduct defines what the Company expects of its
with discretionary requirements specified in Part E of businesses and people regardless of the location or background
Schedule II of the Listing Regulations is provided below: and aims at enhancing ethical and transparent process in
a) Non-Executive Chairman’s Office: The Company has managing the affairs of the company. It is aligned with our values,
an Executive Chairman and his office is maintained by group standards and legal requirements, and clarifies the ethics
the Chairman himself. and compliance expectations for everyone who works with the
Company. The Code reflects a value-based approach, where
b) Shareholders’ Rights: As the quarterly, half yearly and rules are not stated explicitly and day-to-day business decisions
annual results of the Company along with significant would continue to be guided by our values. The Code covers the
events are published in the newspapers and also Company’s commitment to corporate social responsibility and
posted on the Company’s website, the same are not sustainable development, concern for occupational health, safety
being sent individually to the shareholders.
BOARD’S MANAGEMENT CORPORATE FINANCIAL
REPORTS DISCUSSION AND ANALYSIS GOVERNANCE STATEMENTS
and environment, a gender friendly workplace, transparency, requires directors, officers and employees of the Company and
auditability and legal compliance. third parties subject to this Policy, to recognise questionable
transactions, behaviour or conduct and to take steps to record,
The Code requires Directors and employees to act honestly, fairly,
comply and follow procedures set in place to deal with such
ethically and with integrity, conduct themselves in professional,
behaviour or conduct. This Policy also aims to strengthen our
courteous and respectful manner. The Board members and Senior
internal and external processes against financial risks.
Management Personnel have affirmed their compliance with the
Code of Conduct as on 31st March, 2021 and a declaration to this POLICY FOR DETERMINING ‘MATERIAL’
effect, signed by the Chief Executive Officer (CEO) &Managing
SUBSIDIARIES
Director is annexed to this Report.
As stipulated in Regulation 16(1)(c) of the Listing Regulations, the
CODE FOR PREVENTION OF INSIDER TRADING Company has framed a policy for determining material subsidiary
and the same is available on the Company’s website at https://
In line with the provisions of the SEBI (Prohibition of Insider
www.centuryply.com/codes-policies/CPIL-Policy-on-material-
Trading) Regulations, 2015, as amended, your Company has
subsidiary.pdf. The policy lays down the criteria for identification
adopted a Code of Conduct to regulate, monitor and report
of and dealing with material subsidiaries. A detailed note on the
trading by Designated Persons (‘Code’). The Code was revised
Policy has been included elsewhere in this Annual Report.
183
Audit Committee based on the provisions of the Companies
(Prohibition of Insider Trading) Regulations, 2015, the Board of
Act, 2013 and Regulation 23 of the Listing Regulations. The
Directors of the Company adopted the Code of Practices and
Board of Directors of the Company has approved the criteria for
Procedures for Fair Disclosure of Unpublished Price Sensitive
granting of omnibus approval by the Audit Committee within
Information which lays down principles and practices to be
the overall framework of the Policy on related party transactions.
followed by the Company pertaining to universal disclosure
Prior omnibus approval is obtained for related party transactions
of UPSI. This is available on the Company’s website at https://
which are of repetitive nature. All related party transactions are
www.centuryply.com/codes-policies/Code-of-Practices-and-
placed before the Audit Committee for review and approval.
Procedures-for-Fair-Disclosure-of-UPSI.pdf.
APPOINTMENT OF INDEPENDENT DIRECTORS
ANTI-BRIBERY AND ANTI- CORRUPTION POLICY
The whole edifice of good corporate governance is dependent
It is your Company’s policy to conduct all of its businesses in an
on efficacy and effectiveness of Independent Directors.
honest and ethical manner. The Company is committed to act
Independence of Board is critical to ensure that Board fulfills
professionally, fairly and with integrity in all its business dealings
its role objectively and holds management accountable to
and relationships wherever it operates, and to implement and
the Company. Independent Directors are expected to act in
enforce effective systems to counter bribery. In furtherance of
the capacity of trustees of shareholders and are required to be
this intention, the Board of Directors approved and adopted an
completely independent from the clutches of the management
Anti-Bribery and Anti- Corruption Policy during the Financial
of the company. Independent Directors play a significant role in
Year 2019-20. Anti-Bribery and Anti- Corruption Policy inter alia
the governance processes of the Board by enriching the Board’s of communication such as its Annual Report, General Meetings
decision making and also preventing possible conflicts of interest and disclosures through Stock Exchanges and its own website. The
that may emerge in such decision making. Independent Directors Company believes that timely disclosure of consistent, comparable,
act as a guide to the company. Independent Directors also play relevant and reliable information on corporate functioning is
an active role in various committees set up by the company to at the core of good governance. It therefore exercises utmost
ensure good governance. All Independent Directors on the Board diligence while disseminating relevant information to our
are non-executive directors as defined under Regulation 16 of the shareholders, analysts, employees and the society at large. The
Listing Regulations. The maximum tenure of the Independent Company informs the Stock Exchanges in a prompt manner,
Directors is in compliance with the Companies Act, 2013 and all price sensitive information as well as all such other material
the Regulations. All the Independent Directors have confirmed corporate developments and other events which in its opinion,
that they meet the criteria of independence as mentioned under are material and relevant for the shareholders. Major means of
Section 149(6) of the Companies Act, 2013 and Regulation 16 communication with shareholders of the Company are as follows:
of the Listing Regulations. The Nomination and Remuneration
Financial Results: Quarterly, half-yearly financial results
Committee, while recommending appointment of Independent
of the Company are announced within 45 days and
184
CEO AND CFO CERTIFICATION Company Website: The Company’s website (www.
centuryply.com) contains a separate dedicated section
As required under Regulation 17(8) read with Part B of Schedule
‘Investors’ where information for the shareholders is available.
II of the Listing Regulations, a joint certificate on compliance is
issued by Sri Sanjay Agarwal, CEO and Managing Director and Sri Annual Report: The Annual Report containing, inter
Arun Kumar Julasaria, Chief Financial Officer. The Certificate, inter- alia, Audited Financial Statements, Audited Consolidated
alia, confirms the correctness of the financial statements and cash Financial Statements, Board’s Report, Auditors’ Report and
flow statements, adequacy of the internal control measures and other important information is circulated to members and
reporting of matters to the Auditors and the Audit Committee. others entitled thereto. The Management Discussion and
The same has been annexed separately in this report. Analysis (MD&A) Report forms part of the Annual Report.
The Company’s Annual Report is also available in a user-
MEANS OF COMMUNICATION friendly and downloadable form in the ‘Investors’ section on
Your Company considers effective communication with the Company’s website.
shareholders essential to enable them to have a clear assessment Reminder to Investors: Reminders for unclaimed shares
of the enterprise performance. The Company endeavors to and unpaid dividend are sent to the concerned shareholders
communicate with its shareholders through multiple channels every year.
BOARD’S MANAGEMENT CORPORATE FINANCIAL
REPORTS DISCUSSION AND ANALYSIS GOVERNANCE STATEMENTS
185
Day & date Wednesday, 8th September, 2021
Time 11:00 A.M. Payment of Listing Fees
Venue The Company would be conducting the AGM
Annual listing fees for the Financial Year(s) 2020-21 and 2021-22
through VC / OAVM pursuant to the MCA
has been paid to both NSE and BSE on time.
Circular dated 13th January, 2021 (*). For details
please refer to the Notice of AGM. Payment of Depository Fees
Book Closure Thursday, 2nd September, 2021 to Wednesday, Annual Custody/Issuer fee for the Financial Year(s) 2020-21 and
dates 8th September, 2021 (both days inclusive) 2021-22 has been paid to National Securities Depository Limited
* Subject to such further guidelines as may be issued by MCA in (NSDL) and Central Depository Services (India) Limited (CDSL).
this regard.
Stock Market Price Data
Monthly high and low quotations as well as the volume of shares traded at BSE and NSE, where the shares are regularly traded, for the
Financial Year 2020-21 are as follows:
Month BSE NSE
High H Low H Volume High H Low H Volume
(No. of shares) (No. of shares)
2020
April 131.50 101.55 3,27,021 131.65 101.50 62,94,501
May 121.90 100.20 4,96,621 122.00 100.10 93,35,220
June 124.95 101.45 8,14,461 125.10 102.00 1,35,91,542
July 144.10 118.00 10,48,362 144.00 117.80 1,94,15,145
186
2021
January 274.10 234.20 7,64,550 274.40 233.00 83,99,080
February 320.00 255.50 10,35,256 320.00 255.20 69,87,044
March 340.00 282.80 5,68,692 328.90 283.65 36,69,341
Registrar and Share Transfer Agent As per Regulation 40(1) of the SEBI (Listing Obligations and
M/s. Maheshwari Datamatics Pvt. Ltd. Disclosure Requirement) Regulations, 2015, as amended, securities
23, R.N.Mukherjee Road, 5th Floor, Kolkata 700 001 of listed companies can be transferred only in dematerialized
Phone No. 033- 22435029/2248-2248 form w.e.f. 1st April, 2019, except in case of request received for
Fax : 033-22484787 transmission or transposition of securities or relodged transfers of
Email : mdpldc@yahoo.com securities. In view of this and to eliminate all risks associated with
physical shares and for ease of portfolio management, members
Share Transfer System holding shares in physical form are requested to consider
converting their holdings to dematerialized form. However,
The Board has delegated the authority for approving transfer,
investors are not barred from holding shares in physical form.
transmission, etc. of the Company’s securities to its Share Transfer
Committee. The Committee meets at regular intervals for The Company obtains half-yearly certificate from a Company
approving matters involving physical shares. A summary of the Secretary in Practice under Regulation 40(9) of the Listing Regulations
transfer, transmissions, dematerialisation, rematerialisation, etc. on compliance regarding sub-division, consolidation, renewal, etc. of
is placed before the Committee at every meeting. There are no physical shares and submits a copy thereof to the Stock Exchanges.
legal cases relating to transfer/ transmission of shares.
Reconciliation of Share Capital Audit
Total % Total %
187
1001 - 2000 1140 2.39 1641530 0.74
73.05
Indian Public * Including shares held in Unclaimed Suspense Account
#
Including shares transferred to Investor Education and
188
Protection Fund
All shares held by Promoters/Promoter Group have been Companies Act, 2013 read with Investor Education and Protection
dematerialised. Shareholders who continue to hold shares in Fund Authority (Accounting, Audit, Transfer and Refund) Rules,
physical form are requested to dematerialise their shares at the 2016, dividends which remain unpaid/ unclaimed for a period
earliest and avail the benefits of dealing in shares in demat form. of seven years from the date of transfer to the unpaid dividend
We also request the Shareholders to update their bank accounts account have to be statutorily transferred by the Company to
and e-mail IDs with their respective DPs. the Investor Education and Protection Fund (IEPF) administered
Members are requested to note that as per SEBI guidelines, by the Central Government. To ensure maximum disbursement
only transmission or transposition requests can be processed in of unclaimed dividend, the Company regularly sends reminder
physical form. All transfers shall be processed in dematerialised letters through electronic and/or physical means to all those
form only. A guidance note on dematerialisation of shares held shareholders whose dividend are lying unpaid/unclaimed for any
in physical form is placed on the website of the Company at: year/(s) during the last seven years indicating that the unclaimed
https://www.centuryply.com/investor-information/Guidance- amount will be transferred to the IEPF, if not claimed by the
note-on-dematerialisation-of-shares-held-in-physical-form.pdf. shareholders before the due date of transfer to the said Fund.
Once unclaimed dividend is transferred to IEPF, no claim shall lie
Bifurcation of shares held in physical and demat form as on against the Company in respect thereof. However, members may
31st March, 2021 apply for refund with the IEPF authority by making an application
Particulars No. of Shares % to Share in the prescribed Form along with fee.
Capital#
Further, the details of dividend unclaimed by the Members and
Physical 431688 0.19
lying with the Company as on 31st March, 2020, for the past
Demat * years, have been uploaded on the Company’s website at www.
- NSDL (A) 193328467 87.02 centuryply.com and that of the IEPF Authority, at www.iepf.gov.in.
- CDSL (B) 28412835 12.79
TOTAL (A + B) 221741302 99.81 Unclaimed Shares
TOTAL 222172990 100.00 In accordance with the requirement of Regulation 34(3) read
with Schedule V Part F of the Listing Regulations, the Company
* includes entire Promoters’ shareholding.
hereunder, reports the details in respect of unclaimed shares
#
does not include forfeited share capital transferred to the suspense account, ‘Century Plyboards (India)
Limited- Unclaimed Shares Suspense Account’:
BOARD’S MANAGEMENT CORPORATE FINANCIAL
REPORTS DISCUSSION AND ANALYSIS GOVERNANCE STATEMENTS
189
the concerned Shareholders / legal heirs.
Short term credit facilities : A1+
Transfer of shares in respect of which dividend
remained unclaimed/ unpaid for seven Commercial Paper : A1+
consecutive years or more The rating of AA indicates high degree of safety regarding timely
Section 124(6) of the Companies Act, 2013 read with Investor servicing of financial obligations and very low credit risk.
Education and Protection Fund Authority (Accounting, Audit,
A ‘Stable’ outlook indicates expected stability (or retention) of the
Transfer and Refund) Rules, 2016 (‘IEPF Rules’) requires that all
credit ratings in the medium term on account of stable credit risk
shares in respect of which dividend has not been paid or claimed
profile of the entity in the medium term.
for seven or more consecutive years shall be transferred by the
Company to the Investor Education and Protection Fund (‘IEPF’).
Upon transfer of such shares, all benefits, viz. bonus, dividend etc.,
The rating of A1+ indicates very strong degree of safety regarding Plant Locations
timely payment of financial obligations and carries the lowest
A Veneer and Kolkata Unit
credit risk.
Plywood Kanchowki, Bishnupur, District:
Outstanding Global Depository Receipts (‘GDRs’)/ 24Parganas (S), West Bengal
American Depository Receipts (‘ADRs’)/ warrants Chennai Unit
or any convertible instruments, conversion date Chinnappolapuram, Gummidipoondi,
and likely impact on equity Tamil Nadu
Karnal Unit
Your Company has never issued any GDRs/ ADRs/ warrants or any
Rambha Road, Taraori, Haryana
convertible instruments. Hence, there are no outstanding GDRs/
Cent Ply & Purbanchal Timber Industries
ADRs/ warrants or any convertible instruments outstanding for
(Guwahati Units)
conversion as on 31st March, 2021 having an impact on equity.
Mirza Palasbari Road, Kamrup, Assam
Commodity price risk or foreign exchange risk Kandla Unit
and hedging activities: Village Moti Chirai, Taluka Bhachau,
190
I hereby confirm that the Company has obtained from all the members of the Board and Senior Management Personnel, affirmation(s)
that they have complied with the ‘Code of Conduct for Directors and Senior Management Personnel’ in respect of the financial year
ended 31st March, 2021.
Sanjay Agarwal
To
The Board of Directors
Century Plyboards (India) Ltd.
P-15/1, Taratala Road,
Kolkata - 700088
We, the undersigned, in our respective capacities as Chief Executive Officer and Chief Financial Officer of Century Plyboards (India)
Limited (“the Company”), certify that:
a. We have reviewed the financial statements and cash flow statement for the year ended 31st March, 2021 and to the best of our
192
i) significant changes, if any, in the internal control over financial reporting during the year;
ii) significant changes, if any, in the accounting policies made during the year and that the same has been disclosed in the notes
to the financial statements; and
iii) instances of significant fraud, if any, of which we have become aware and the involvement therein, if any, of the management
or an employee having significant role in the Company’s internal control system over financial reporting.
To
The Members,
CENTURY PLYBOARDS (INDIA) LIMITED
We have examined the compliance of conditions of Corporate Governance by CENTURY PLYBOARDS (INDIA) LIMITED (‘‘the Company”)
for the year ended on 31st March, 2021, as stipulated in Chapter IV and Schedule V of the Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations, 2015, as amended.
The compliance of conditions of Corporate Governance is the responsibility of the Management of the Company. Our examination has
193
Membership no. 11470
Date: 10th August, 2021 COP no. 7596
Place: Kolkata UDIN: A011470C000761001
CERTIFICATE OF NON-DISQUALIFICATION OF DIRECTORS
(pursuant to Regulation 34(3) and Schedule V Para C clause (10)(i) of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015)
To
The Members,
Century Plyboards (India) Limited
P - 15/1, Taratala Road
Kolkata – 700 088
West Bengal
We have examined the relevant disclosures received from the Directors and registers, records, forms, returns maintained by Century
Plyboards (India) Limited (CIN: L20101WB1982PLC034435) having its Registered office at P - 15/1, Taratala Road, Kolkata - 700088, West
Bengal (hereinafter referred to as ‘the Company’), produced before us by the Company for the purpose of issuing this Certificate, in
194
accordance with Regulation 34(3) read with Schedule V Para-C Sub clause 10(i) of the Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations, 2015.
In our opinion and to the best of our information and according to the verifications [including Directors Identification Number (DIN)
status at the portal www.mca.gov.in] as considered necessary and explanations furnished to us by the Company and its officers, we
certify that following are the Directors on the Board of the Company as on 31 March 2021:
ANNUAL REPORT 2020-21
We further certify that none of the aforesaid Directors on the Board of the Company for the financial year ended on 31 March 2021 have
been debarred or disqualified from being appointed or continuing as Directors of companies by the Securities and Exchange Board of
India, Ministry of Corporate Affairs, or any such other Statutory Authority.
Ensuring the eligibility for the appointment / continuity of every Director on the Board is the responsibility of the management of the Company.
Our responsibility is to express an opinion on these based on our verification. This certificate is neither an assurance as to the future viability of
the Company nor of the efficiency or effectiveness with which the management has conducted the affairs of the Company.
To
The Members of
Century Plyboards (India) Limited
Independent Auditor’s Report on the Audit of the (SAs) specified under section 143(10) of the Act. Our
Standalone Financial Statements responsibilities under those standards are further described
in the auditor’s responsibilities for the audit of the
Opinion
standalone financial statements’ section of our report. We are
1. We have audited the accompanying standalone financial
195
3. We conducted our audit of the standalone financial
statements in accordance with the Standards on Auditing
Descriptions of Key Audit Matter How we addressed the matter in our audit
A. Valuation of inventories We obtained assurance over the appropriateness of the management’s
Refer to note 9 to the financial statements. The assumptions applied in calculating the value of the inventories and related
Company is having Inventory of H 33,016.22 lakhs provisions by:
as on 31st March 2021. Inventories are to be valued • Completed a walkthrough of the inventory valuation process and
as per Ind AS 2. As described in the accounting assessed the design and implementation of the key controls addressing
policies in note 2.2(j) to the financial statements, the risk.
inventories are carried at the lower of cost and
net realisable value. As a result, the management • Verifying the effectiveness of key inventory controls operating over
applies judgment in determining the appropriate inventories; including sample based physical verification.
provisions against inventory of Stores, Raw Material, • Reviewing the document and other record related to physical
Finished goods and Work in progress based upon verification of inventories done by the management during the year.
a detailed analysis of old inventory, net realisable
value below cost based upon future plans for sale • Verifying for a sample of individual products that costs have been
196
Descriptions of Key Audit Matter How we addressed the matter in our audit
Due to the Company’s presence across different • Tested the design, implementation and operating effectiveness of the
marketing regions within the country and the Company’s controls over computation of incentives and payout against
competitive business environment, the estimation the corresponding liability
of the various types of discounts and incentive
• Obtaining and inspecting, on a sample basis, supporting documentation
schemes to be recognised based on sales made
for discounts, incentives and rebates recorded and disbursed during
during the year is material and considered to be
the year as well as credit notes issued after the year end to determine
complex and judgmental. In view of the complexity
whether these were recorded appropriately.
of the revenue recognition and the judgments and
estimates involved the recognition of revenue and • Performed retrospective review of the management’s estimate
provisions of discounts and incentives expenses by comparing utilisation of incentives with previously recognised
was a matter of most significance to our audit. corresponding liability. We also considered the developments during
the year and subsequent to the year-end (including the impact of
COVID 19) that would significantly affect the measurement of the year
end incentive liability.
Information Other than the Standalone financial give a true and fair view of the financial position, financial
statements and Auditor’s Report Thereon performance including other comprehensive income, cash
flows and changes in equity of the Company in accordance
197
selection and application of appropriate accounting policies;
In connection with our audit of the standalone financial
making judgments and estimates that are reasonable and
statements, our responsibility is to read the other information
prudent; and the design, implementation and maintenance
and, in doing so, consider whether the other information
of adequate internal financial controls, that were operating
is materially inconsistent with the standalone financial
effectively for ensuring the accuracy and completeness of
statements or our knowledge obtained during the course
the accounting records, relevant to the preparation and
of our audit or otherwise appears to be materially misstated.
presentation of the standalone financial statements that give
If, based on the work we have performed, we conclude that
a true and fair view and are free from material misstatement,
there is a material misstatement of this other information;
whether due to fraud or error.
we are required to report that fact. We have nothing to
report in this regard. 7. In preparing the standalone financial statements,
management is responsible for assessing the Company’s
Management’s Responsibility for the Standalone ability to continue as a going concern, disclosing, as
Financial Statements applicable, matters related to going concern and using the
6. The Company’s Board of Directors is responsible for the going concern basis of accounting unless management
matters stated in section 134(5) of the Act with respect to the either intends to liquidate the Company or to cease
preparation of these standalone financial statements that operations, or has no realistic alternative but to do so.
8. Those charged with governance are also responsible for However, future events or conditions may cause the
overseeing the Company’s financial reporting process. Company to cease to continue as a going concern.
Auditor’s Responsibilities for the Audit of the • Evaluate the overall presentation, structure and content
of the standalone financial statements, including the
Standalone Financial Statements
disclosures, and whether the Standalone financial
9. Our objectives are to obtain reasonable assurance about statements represent the underlying transactions and
whether the standalone financial statements as a whole events in a manner that achieves fair presentation.
are free from material misstatement, whether due to fraud
or error, and to issue an auditor’s report that includes our 11. Materiality is the magnitude of misstatements in the
opinion. Reasonable assurance is a high level of assurance, standalone financial statements that, individually or in
but is not a guarantee that an audit conducted in accordance aggregate, makes it probable that the economic decisions of
with SAs will always detect a material misstatement when it a reasonably knowledgeable user of the standalone financial
exists. Misstatements can arise from fraud or error and are statements may be influenced. We consider quantitative
considered material if, individually or in the aggregate, they materiality and qualitative factors in (i) planning the scope
198
could reasonably be expected to influence the economic of our audit work and in evaluating the results of our work;
decisions of users taken on the basis of these financial and (ii) to evaluate the effect of any identified misstatements
statements. in the standalone financial statements.
10. As part of an audit in accordance with SAs, we exercise 12. We communicate with those charged with governance
professional judgment and maintain professional scepticism regarding, among other matters, the planned scope and
ANNUAL REPORT 2020-21
throughout the audit. We also: timing of the audit and significant audit findings, including
any significant deficiencies in internal control that we
• Identify and assess the risks of material misstatement of identify during our audit.
the financial statements, whether due to fraud or error,
design and perform audit procedures responsive to 13. We also provide those charged with governance with a
those risks, and obtain audit evidence that is sufficient statement that we have complied with relevant ethical
and appropriate to provide a basis for our opinion. The requirements regarding independence, and to communicate
risk of not detecting a material misstatement resulting with them all relationships and other matters that may
from fraud is higher than for one resulting from error, reasonably be thought to bear on our independence, and
CENTURY PLYBOARDS (INDIA) LIMITED
as fraud may involve collusion, forgery, intentional where applicable, related safeguards.
omissions, misrepresentations or the override of 14. From the matters communicated with those charged with
internal control. governance, we determine those matters that were of
• Obtain an understanding of internal control relevant to most significance in the audit of the standalone financial
the audit in order to design audit procedures that are statements of the current period and are therefore the key
appropriate in the circumstances. Under section 143(3) audit matters. We describe these matters in our auditor’s
(i) of the Act, we are also responsible for expressing report unless law or regulation precludes public disclosure
our opinion on whether the company has adequate about the matter or when, in extremely rare circumstances,
internal financial controls system in place and the we determine that a matter should not be communicated
operating effectiveness of such controls. in our report because the adverse consequences of doing
so would reasonably be expected to outweigh the public
• Evaluate the appropriateness of accounting policies interest benefits of such communication.
used and the reasonableness of accounting estimates
and related disclosures made by management. Report on Other Legal and Regulatory
• Conclude on the appropriateness of management’s use Requirements
of the going concern basis of accounting and, based 15. As required by the Companies (Auditor’s report) Order, 2016
on the audit evidence obtained, whether a material (“the Order”) issued by the Central Government of India in
uncertainty exists related to events or conditions terms of sub-section (11) of section 143 of the Act, we give
that may cast significant doubt on the Company’s in the “Annexure A” a statement on the matters specified in
ability to continue as a going concern. If we conclude paragraphs 3 and 4 of the Order.
that a material uncertainty exists, we are required to
16. As required by section 143 (3) of the Act, we report that:
draw attention in our auditor’s report to the related
disclosures in the standalone financial statements or, if (a) We have sought and obtained all the information and
such disclosures are inadequate, to modify our opinion. explanations which to the best of our knowledge and
Our conclusions are based on the audit evidence belief were necessary for the purposes of our audit;
obtained up to the date of our auditor’s report.
BOARD’S MANAGEMENT CORPORATE FINANCIAL
REPORTS DISCUSSION AND ANALYSIS GOVERNANCE STATEMENTS
STANDALONE
(b) In our opinion, proper books of account as required by (h) With respect to the other matters to be included
law have been kept by the Company so far as it appears in the Auditor’s Report in accordance with Rule 11
from our examination of those books; of the Companies (Audit and Auditors) Rules, 2014,
as amended, in our opinion and to the best of our
(c) The balance sheet, the statement of profit and loss
information and according to the explanations given to
including the statement of other comprehensive
us:
income, the cash flow statement and statement of
changes in equity dealt with by this Report are in I. The Company has disclosed the impact of pending
agreement with the books of account; litigations on its financial position in its Standalone
financial statements– Note 33 (ii) to the financial
(d) In our opinion, the aforesaid Standalone financial
statements;
statements comply with the Accounting Standards
specified under Section 133 of the Act, read with II. The Company did not have any long-term
Companies (Indian Accounting Standards) Rules, 2015, contracts including derivative contracts for which
as amended from time to time; there were any material foreseeable losses.
(e) On the basis of the written representations received III. There has been no delay in transferring amounts,
199
ANNEXURE ‘A’ TO THE INDEPENDENT AUDITOR’S REPORT
(Referred to in paragraph 15 under ‘Report on Other Legal and Regulatory Requirements’ section of our report to the Members
of Century Ply board India Limited of even date)
i. In respect of the Company’s fixed assets: investments made and providing guarantees and securities,
as applicable.
a. The Company has maintained proper records showing
full particulars, including quantitative details and v. The Company has not accepted deposits from public within
situation of fixed assets. the meaning of section 73, 74, 75, 76 of the Act and the Rules
framed there under to the extent notified.
b. As explained to us, fixed assets have been physically
verified during the year by the management as per vi. The Central Government has not prescribed the maintenance
200
phased program of verification and no material of cost records under section 148(1) of the Act, for any of the
discrepancies have been noticed on such physical product & services rendered by the Company.
verification. In our opinion, this periodicity of physical
vii. According to the information and explanations given to us
verification is reasonable having regard to the size of
and on the basis of our examination of the books of account:
the company and the nature of its assets.
a. The Company is generally regular in depositing
ANNUAL REPORT 2020-21
Name of the statute Nature of Amount Year Forum where dispute is pending
dues (H In Lakh)
West Bengal VAT Act / WBVAT & Entry 592.91 2012-13 to 2017-18 Revision Board / Taxation Tribunal
Entry Tax Act Tax
Andhra Pradesh VAT Sales tax and 24.02 2005- 06 to 2012-13 CTO Office
Act CST
Odisha VAT Act, 2004 VAT 19.03 2011-2012 & 2012-2013 Pending at Tribunal
Other States VAT 7.70 1990-91 to 2013-14 Joint Commissioner of Commercial Taxes
(including Sharon)
12.36 AY 2011-12 Commissioner of Income Tax (Appeals), Kolkata
Income Tax Act, 1961 Income Tax 584.14 AY 2012-13 Commissioner of Income Tax (Appeals), Kolkata
43.09 AY 2015-16 Commissioner of Income Tax (Appeals), Kolkata
The Central Excise Duty of Excise 777.72 2008-09 to 2018-19 Customs, Excise & Service Tax Appellate Tribunal,
Act, 1944 Kolkata
BOARD’S MANAGEMENT CORPORATE FINANCIAL
REPORTS DISCUSSION AND ANALYSIS GOVERNANCE STATEMENTS
STANDALONE
viii. According to the information and explanations given to Related Party Disclosures specified under Section 133 of the
us and based on our examination of the records of the Act.
Company, the Company has not defaulted in repayment of
xiv. During the year, the Company has not made any preferential
loans or borrowings to any financial institution and bank. The
allotment or private placement of shares or fully or partly
Company did not have any borrowing from Government
paid convertible debentures and hence reporting under
and dues to debenture holders as at balance sheet date.
clause 3 (xiv) of the Order is not applicable to the Company.
ix. The Company did not raise any money by way of initial public
xv. The Company has not entered into any non cash transactions
offer or further public offer (including debt instruments)
with its directors or persons connected with them to which
during the year. Further the company has not taken any
Section 192 of the Act applies. Accordingly, the provisions of
fresh term loan during the year.
Clause 3(xv) of the Order are not applicable to the Company.
x. Based upon the audit procedure performed for the purpose
xvi. The Company is not required to be registered under section
of reporting the true and fair view of the financial statements
45-IA of the Reserve Bank of India Act, 1934. Accordingly, the
and according to the information and explanations given to
provisions of Clause 3(xvi) of the Order are not applicable to
us, no material fraud by the Company or on the Company
the company.
by its officers or employees has been noticed or reported
201
ANNEXURE “B” TO THE INDEPENDENT AUDITOR’S REPORT
(Referred to in paragraph 16 (f) under ‘Report on Other Legal and Regulatory Requirements’ section of our Independent
Auditor’s Report of even date to the Members of Century Plyboards India Limited on the standalone financial statements as
of and for the year ended March 31,2021).
Report on the Internal Financial Controls under over financial reporting system with reference to these standalone
Clause (i) of Sub-section 3 of Section 143 of the financial statements and their operating effectiveness. Our
Companies Act, 2013 (“the Act”) audit of internal financial controls over financial reporting with
reference to these standalone financial statements included
We have audited the internal financial controls over financial
obtaining an understanding of internal financial controls over
reporting of Century Plyboards (India) Limited (“the
financial reporting with reference to these standalone financial
Company”) as of March 31, 2021 in conjunction with our audit of
202
financial statements, including the possibility of collusion considering the essential components of internal control stated
or improper management override of controls, material in the Guidance Note on Audit of Internal Financial Controls
misstatements due to error or fraud may occur and not be Over Financial Reporting issued by the Institute of Chartered
detected. Also, projections of any evaluation of the internal Accountants of India.
financial controls over financial reporting with reference to
standalone financial statements to future periods are subject to
the risk that the internal financial control over financial reporting
with reference to these standalone financial statements may
become inadequate because of changes in conditions, or that
the degree of compliance with the policies or procedures may
deteriorate.
Opinion
In our opinion, the Company has, in all material respects, an For Singhi & Co.
adequate internal financial controls over financial reporting with Chartered Accountants
reference to these standalone financial statements and such Firm Registration No.302049E
Financial Assets
Investments In Others 4 11,054.30 -
Trade Receivables 10 29,700.70 25,815.95
Cash and cash equivalents 11 1,112.03 1,849.78
Bank Balances other than above 11 6,434.56 272.33
Loans and Advances 5 563.95 556.32
Other financial assets 6 2,167.79 1,903.51
ANNUAL REPORT 2020-21
Statement of Profit and Loss for the year ended 31st March, 2021
H in Lacs
NOTES 2020-21 2019-20
INCOME
Revenue from Operations 24 2,11,347.70 2,28,267.70
Other Income 25 1,070.17 1,108.48
Total Income 2,12,417.87 2,29,376.18
EXPENSES
Cost of Materials Consumed 26 76,726.81 85,082.65
Purchase of Stock-in-Trade 27 25,739.73 28,510.02
Changes in inventories of Finished Goods,Stock-in-Trade and Work-in-Progress 27 3,472.99 1,235.70
Employee Benefits Expense 28 31,827.07 34,412.98
Finance Cost 29 1,079.43 3,724.48
Depreciation and Amortisation Expense 30 6,263.15 6,755.18
Impairment loss on Investment in Subsidiary (Refer Note No.43) - 4,563.27
Earnings per equity share (nominal value of share H1/- (Previous Year H1/- )
Basic and Diluted (H) 47 8.64 7.12
205
Significant Accounting Policies,Key Judgements, Estimates and Assumptions 2
The accompanying notes form an integral part of the Standalone Financial Statements 3-51
Adjustments for:
(Increase)/Decrease in Trade Receivables (3,856.15) 3,544.96
(Increase)/Decrease in Inventories 2,394.15 4,687.08
(Increase)/Decrease in Financial Assets (736.36) 3,014.66
(Increase)/Decrease in Other Assets 83.98 (41.40)
Increase/(Decrease) in Short Term Provisions 42.94 146.37
Increase/(Decrease) in Financial Liabilities 18.79 210.21
Increase/(Decrease) in Other Liabilities 3,020.23 (1,082.24)
CENTURY PLYBOARDS (INDIA) LIMITED
Cash Flow Statement for the year ended 31st March, 2021
(H in Lacs)
Particulars 2020-21 2019-20
Net Increase/(Decrease) in Cash and Cash Equivalents ( A + B + C) (737.75) (107.86)
Cash & Cash Equivalents - Opening Balance as on 1st April 1,849.78 1,957.64
Cash & Cash Equivalents - Closing Balance 1,112.03 1,849.78
The accompanying notes form an integral part of the Standalone Financial Statements
Notes:
1 The above Cash Flow Statement has been prepared under the “Indirect Method” as set out in the Ind AS 7 on ‘Statement of Cash
Flow’.
2 Reconciliation between opening and closing balances of liabilities arising from financing activities.
(H in Lacs)
Particulars Liabilities from financing activities
207
Interest & Other Borrowing Cost Paid (287.26) (784.90) (208.26)
Interest accrued but not due as at 31st March,2021 7.64 (33.45) -
Balance as at 31st March,2021 5,181.63 7,271.35 2,275.16
3 Previous year’s figures have been rearranged and/or regrouped, wherever necessary.
For Singhi & Co. For and on behalf of the Board of Directors
Firm Registration No.- 302049E
Chartered Accountants Sajjan Bhajanka Sanjay Agarwal
Chairman & Managing Director CEO & Managing Director
Rajiv Singhi DIN:00246043 DIN:00246132
Partner
Membership No. 053518 Arun Kumar Julasaria Sundeep Jhunjhunwala
Place: Kolkata Chief Financial Officer Company Secretary
Date: 10th of June, 2021
Statement of Changes in Equity for the year ended 31st March, 2021
A) Equity Share Capital
Nos. H in lacs
On 1st April,2019 * 22,21,72,990 2,225.27
Changes in equity share capital during the year - -
Balance at 31st March,2020 * 22,21,72,990 2,225.27
Changes in equity share capital during the year - -
Balance at 31st March,2021 * 22,21,72,990 2,225.27
B) Other Equity
H in lacs
Particulars Reserves and Surplus
208
2018-19
Tax on final dividend for the year - - (456.68) - - - (456.68)
2018-19
Interim Dividend for the year - - (2,221.73) - - - (2,221.73)
2019-20
Tax on Interim dividend for the - - (456.68) - - - (456.68)
the year 2019-20
Profit for the year - - 15,816.68 - - - 15,816.68
Other Comprehensive Income
CENTURY PLYBOARDS (INDIA) LIMITED
The accompanying notes are an integral part of the Standalone Financial Statements
NOTES TO FINANCIAL STATEMENTS as at and for the year ended 31st March, 2021
1. Corporate Information
Century Plyboards (India) Limited (“the Company”) is a public Company domiciled in India and incorporated under the provisions
of the Companies Act, 1956, having its registered office at P-15/1, Taratala Road, Kolkata - 700088. Its shares are listed on National
Stock Exchange of India Ltd. and BSE Limited. The Company is primarily engaged in manufacturing and sale of Plywood, Laminates,
Decorative Veneers, Medium Density Fiber Boards (MDF), Pre-laminated Boards, Particle Boards and Flush Doors and providing
Container Freight Station (CFS) services. The Company presently has manufacturing facilities near Kolkata, Karnal, Guwahati,
Hoshiarpur, Kandla and Chennai. Container Freight Station is located near Kolkata port.
209
include an input and a substantive process that together significantly contribute to the ability to create outputs. The definition
of the term ‘outputs’ is amended to focus on goods and services provided to customers, generating investment income and
other income, and it excludes returns in the form of lower costs and other economic benefits.
• COVID-19 related concessions – amendments to Ind AS 116- Amendments to Ind AS 116 Leases, provides a practical
expedient to apply rent concessions occurring as a direct consequence of the COVID-19 pandemic. Lessee that makes this
election shall account for any change in lease payments resulting from the rent concession the same way it would account
for the change applying this Standard if the change were not a lease modification.
• Interest Rate Benchmark Reform – amendments to Ind AS 109 and Ind AS 107- The amendments made to Ind AS 109
Financial Instruments, and Ind AS 107 Financial Instruments: Disclosures provide certain reliefs in relation to interest rate
benchmark reform. The reliefs relate to hedge accounting and have the effect that the reforms should not generally cause
hedge accounting to terminate. However, any hedge ineffectiveness should continue to be recorded in the income statement.
• Ind AS 10 (Events after the Reporting Period)- An amendment has been made by adding the disclosure for any non-
adjusting events.
NOTES TO FINANCIAL STATEMENTS as at and for the year ended 31st March, 2021
• Ind AS 37 (Provisions, Contingent Liabilities and Contingent Assets): An accounting of restructuring plans has been
substituted.
The amendments listed above did not have any impact on the amounts recognized in prior periods and are not expected to
significantly affect the current and future periods.
The financial statements have been prepared on a historical cost basis, except for certain financial assets measured at fair value
as described in accounting policies regarding financial instruments.
The financial statements have been prepared under the historical cost convention on accrual basis except for following assets
and liabilities which have been measured at fair value:
210
market participants at the measurement date, regardless of whether that price is directly observable or estimated using another
valuation technique. In estimating the fair value of an asset or a liability, the Company takes into account the characteristics of
the asset or liability if market participants would take those characteristics into account when pricing the asset or liability at the
measurement date. Fair value for measurement and/or disclosure purposes in the financial statement is determined on such a
basis, except for share-based payment transactions, leasing transactions and measurements that have some similarities to fair
value but are not fair value, such as net realisable value in Inventories or value in use in Impairment of Assets. The basis of fair
valuation of these items are given as part of their respective accounting policies.
In addition, for financial reporting purposes, fair value measurements are categorised into Level 1, 2 or 3 based on the degree to
CENTURY PLYBOARDS (INDIA) LIMITED
which the inputs to the fair value measurements are observable and the significance of the inputs to the fair value measurement
in its entirety, which are described as follows:
• Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities that the Company can access
at the measurement date;
• Level 2 inputs are inputs, other than quoted prices included within Level 1, that are observable for the asset or liability, either
directly or indirectly; and
• Level 3 inputs are unobservable inputs for the asset or liability.
The financial statements are presented in Indian Rupees which is the Functional Currency and all values are rounded to nearest
Lacs with two decimal except when otherwise indicated.
NOTES TO FINANCIAL STATEMENTS as at and for the year ended 31st March, 2021
c. Government grants
Government grants are recognised where there is reasonable assurance that the grant will be received and all attached conditions
will be complied with. When the grant relates to an expense item, it is recognised as income on a systematic basis over the
periods that the related costs, for which it is intended to compensate, are expensed. When the grant relates to an asset, it is
recognised as income in equal amounts over the expected useful life of the related asset.
When the Company receives grants of non-monetary assets, the asset and the grant are recorded at fair value amounts and
released to profit or loss over the expected useful life in a pattern of consumption of the benefit of the underlying asset i.e. by
equal annual instalments.
d. Taxes
212
Tax expense is the aggregate amount included in determination of profit or loss for the period in respect of current tax & deferred
tax.
Current Tax
Current tax assets and liabilities are measured at the amount expected to be recovered from or paid to the taxation authorities.
ANNUAL REPORT 2020-21
The tax rates and tax laws used to compute the amount are those that are enacted or substantively enacted, at the reporting
date.
Current tax relating to items recognised outside profit or loss is recognised outside profit or loss (either in other comprehensive
income or in equity). Management periodically evaluates positions taken in the tax returns with respect to situations in which
applicable tax regulations are subject to interpretation and establishes provisions where appropriate.
Deferred Tax
Deferred tax is provided using the liability method on temporary differences between the tax bases of assets and liabilities and
their carrying amounts for financial reporting purposes at the reporting date.
CENTURY PLYBOARDS (INDIA) LIMITED
Deferred tax assets are recognised for all deductible temporary differences, the carry forward of unused tax credits (MAT Credit
Entitlement) and any unused tax losses. Deferred tax assets are recognised to the extent that it is probable that taxable profit will
be available against which the deductible temporary differences, and the carry forward of unused tax credits and unused tax
losses can be utilised.
The carrying amount of deferred tax assets is reviewed at each reporting date and reduced to the extent that it is no longer
probable that sufficient taxable profit will be available to allow all or part of the deferred tax asset to be utilised. Unrecognised
deferred tax assets are re-assessed at each reporting date and are recognised to the extent that it has become probable that
future taxable profits will allow the deferred tax asset to be recovered.
Deferred tax assets and liabilities are measured at the tax rates that are expected to apply in the year when the asset is realised
or the liability is settled, based on tax rates (and tax laws) that have been enacted or substantively enacted at the reporting date.
Deferred tax relating to items recognised outside profit or loss is recognised outside profit or loss (either in other comprehensive
income or in equity). Deferred tax items are recognised in correlation to the underlying transaction either in OCI or directly in
equity.
Minimum Alternate Tax (MAT) Credit is recognised as an asset only when and to the extent there is convincing evidence that
the Company will pay normal Income Tax during the specified period. In the year in which the MAT credit becomes eligible to
be recognised as an asset, the said asset is created by way of credit to Statement of Profit and Loss and shown as MAT credit
entitlement. The Company reviews the same at each Balance Sheet date and writes down the carrying amount of MAT credit
entitlement to the extent there is no longer convincing evidence to the effect that Company will pay normal Income Tax during
the specified period.
e. Property, Plant and Equipment
Property, Plant and Equipment is stated at cost, net of accumulated depreciation and accumulated impairment losses, if any. Such
cost includes the cost of replacing part of the plant and equipment and borrowing costs for long-term construction projects
if the recognition criteria are met. When significant parts of plant and equipment are required to be replaced at intervals, the
Company depreciates them separately based on their specific useful lives.
BOARD’S MANAGEMENT CORPORATE FINANCIAL
REPORTS DISCUSSION AND ANALYSIS GOVERNANCE STATEMENTS
STANDALONE
NOTES TO FINANCIAL STATEMENTS as at and for the year ended 31st March, 2021
Expenditure directly attributable to expansion projects are capitalised. Administrative, general overheads and other indirect
expenditure (including borrowing costs) incurred during the project period which are not related to the project nor are incidental
thereto, are charged to Statement of Profit and Loss.
Effective 1st April, 2018, depreciation on property, plant and equipment is provided under Straight Line method at the rates
determined based on useful lives of the respective assets and residual values which is in line with those indicated in Schedule II
of The Companies Act, 2013.
The estimated useful life of the Property Plant and Equipment is given below:-
Asset Group Useful life (in years)
Factory Building 30
Non-factory Building 60
An item of property, plant and equipment and any significant part initially recognised is derecognised upon disposal or when no
future economic benefits are expected from its use or disposal. Any gain or loss arising on de-recognition of the asset (calculated
as the difference between the net disposal proceeds and the carrying amount of the asset) is included in the income statement
when the asset is derecognised.
The residual values, useful lives and methods of depreciation of property, plant and equipment are reviewed at the end of each
financial year and adjusted prospectively, if appropriate.
213
g. Intangible Assets
Intangible assets acquired separately are measured on initial recognition at cost. Following initial recognition, intangible assets
are carried at cost less any accumulated amortisation and accumulated impairment loss, if any.
The Company has intangible assets with finite useful lives.
Intangible assets with finite lives are amortised over the useful economic life and assessed for impairment whenever there is an
indication that the intangible asset may be impaired. The amortisation period and the amortisation method for an intangible
asset with a finite useful life are reviewed at least at the end of each reporting period. Changes in the expected useful life or the
expected pattern of consumption of future economic benefits embodied in the asset are considered to modify the amortisation
period or method, as appropriate, and are treated as changes in accounting estimates. The amortisation expense on intangible
assets with finite lives is recognised in the statement of profit and loss unless such expenditure forms part of carrying value of
another asset.
Gains or losses arising from de-recognition of an intangible asset are measured as the difference between the net disposal
proceeds and the carrying amount of the asset and are recognised in the statement of profit or loss when the asset is derecognised.
Intangible assets (Computer Software) are amortised on a Straight Line method over a period of 3 years.
NOTES TO FINANCIAL STATEMENTS as at and for the year ended 31st March, 2021
h. Borrowing Costs
Borrowing costs directly attributable to the acquisition, construction or production of an asset that necessarily takes a substantial
period of time to get ready for its intended use or sale are capitalised as part of the cost of the asset. All other borrowing costs are
expensed in the period in which they occur. Borrowing costs consist of interest and other costs that an entity incurs in connection
with the borrowing of funds. Borrowing cost also includes exchange differences to the extent regarded as an adjustment to the
borrowing costs.
i. Leases
The Company as lessor
Leases for which the Company is a lessor are classified as finance or operating leases. Whenever the terms of the lease transfer
214
substantially all the risks and rewards of ownership to the lessee, the contract is classified as finance lease. All other leases are
classified as operating leases.
Rental income from operating leases is recognised on a straight-line basis over the term of the relevant lease. Initial direct costs
incurred in negotiating and arranging an operating lease are added to the carrying amount of the leased asset and recognised
on a straight-line basis over the lease term.
ANNUAL REPORT 2020-21
Lease Liability
The lease payments that are not paid at the commencement date are discounted using the interest rate implicit in the lease. If
that rate cannot be readily determined, which is generally the case for leases in the Company, the lessee’s incremental borrowing
rate is used, being the rate that the individual lessee would have to pay to borrow the funds necessary to obtain an asset of similar
value to the right-of-use asset in a similar economic environment with similar terms, security and conditions.
Lease payments included in the measurement of the lease liability comprise:
• Fixed lease payments (including in-substance fixed payments) payable during the lease term and under reasonably certain
extension options, less any lease incentives;
• Variable lease payments that depend on an index or rate, initially measured using the index or rate at the commencement
date;
• The amount expected to be payable by the lessee under residual value guarantees;
• The exercise price of purchase options, if the lessee is reasonably certain to exercise the options; and
• Payments of penalties for terminating the lease, if the lease term reflects the exercise of an option to terminate the lease.
The lease liability is presented as a separate line in the Balance Sheet.
The lease liability is subsequently measured by increasing the carrying amount to reflect interest on the lease liability (using the
effective interest method) and by reducing the carrying amount to reflect the lease payments made.
The Company remeasures the lease liability (and makes a corresponding adjustment to the related right-of-use asset) whenever:
• The lease term has changed or there is a change in the assessment of exercise of a purchase option, in which case the lease
liability is remeasured by discounting the revised lease payments using a revised discount rate.
• A lease contract is modified and the lease modification is not accounted for as a separate lease, in which case the lease liability
is remeasured by discounting the revised lease payments using a revised discount rate.
BOARD’S MANAGEMENT CORPORATE FINANCIAL
REPORTS DISCUSSION AND ANALYSIS GOVERNANCE STATEMENTS
STANDALONE
NOTES TO FINANCIAL STATEMENTS as at and for the year ended 31st March, 2021
215
(ii) Finished goods and work in progress: These are valued at lower of cost and net realisable value. Cost includes cost of
direct materials and labour and a proportion of manufacturing overheads based on the normal operating capacity. Cost is
determined on weighted average basis.
(iii) Traded goods: These are valued at lower of cost and net realisable value. Cost includes cost of purchase and other costs
incurred in bringing the inventories to their present location and condition. Cost is determined on weighted average basis.
Net realisable value is the estimated selling price in the ordinary course of business, less estimated costs of completion and the
estimated costs necessary to make the sale.
k. Impairment of Non-Financial Assets
The Company assesses, at each reporting date, whether there is an indication that an asset may be impaired. If any indication
exists, or when annual impairment testing for an asset is required, the Company estimates the asset’s recoverable amount. An
asset’s recoverable amount is the higher of an asset’s or cash-generating unit’s (CGU) fair value less costs of disposal and its value
in use. Recoverable amount is determined for an individual asset, unless the asset does not generate cash inflows that are largely
independent of those from other assets or Class of assets. When the carrying amount of an asset or CGU exceeds its recoverable
amount, the asset is considered impaired and is written down to its recoverable amount. Non-Financial Assets that suffered
impairment are reviewed for possible reversal of the impairment at the end of each reporting period.
NOTES TO FINANCIAL STATEMENTS as at and for the year ended 31st March, 2021
for measurement purposes. Such long term compensated absences are provided for based on the actuarial valuation using the
projected unit credit method at the end of each financial year. The Company does not have an unconditional right to defer the
settlement for the period beyond 12 months and accordingly entire leave liability is shown as current liability.
Re-measurements, comprising of actuarial gains and losses, the effect of the asset ceiling, excluding amounts included in net
interest on the net defined benefit liability and the return on plan assets (excluding amounts included in net interest on the net
ANNUAL REPORT 2020-21
defined benefit liability), are recognised immediately in Other Comprehensive Income in the period in which they occur. Re-
measurements are not reclassified to statement of profit or loss in subsequent periods.
m. Foreign Currency Translation
Transactions in foreign currencies are initially recorded in reporting currency by the Company at spot rates at the date the
transaction first qualifies for recognition.
Monetary assets and liabilities denominated in foreign currencies are translated at the functional currency spot rates of exchange
at the reporting date. Exchange differences arising on settlement or translation of monetary items are recognised in statement
CENTURY PLYBOARDS (INDIA) LIMITED
NOTES TO FINANCIAL STATEMENTS as at and for the year ended 31st March, 2021
217
balance sheet) when the rights to receive cash flows from the asset have expired.
(iv) Impairment of Financial Assets
In accordance with Ind AS 109, the Company applies Expected Credit Loss (ECL) model for measurement and recognition
of impairment loss on the Trade receivables or any contractual right to receive cash or another financial asset that result
from transactions that are within the scope of Ind AS 11 and Ind AS 18.
The Company follows ‘simplified approach’ for recognition of impairment loss allowance on trade receivables.
The application of simplified approach does not require the Company to track changes in credit risk. Rather, it recognises
impairment loss allowance based on lifetime ECL at each reporting date, right from its initial recognition.
As a practical expedient, the Company uses historically observed default rates over the expected life of the trade receivables
and is adjusted for forward-looking estimates to determine impairment loss allowance on portfolio of its trade receivables.
NOTES TO FINANCIAL STATEMENTS as at and for the year ended 31st March, 2021
Financial Liabilities
(i) Initial Recognition and Measurement
Financial liabilities are classified, at initial recognition, as financial liabilities at fair value through profit or loss, loans
and borrowings or payables.
All financial liabilities are recognised initially at fair value and in the case of loans and borrowings and payables, net
of directly attributable transaction costs.
The Company’s financial liabilities include trade and other payables, loans and borrowings including bank overdrafts.
(ii) Subsequent Measurement
218
Amortised cost is calculated by taking into account any discount or premium on acquisition and fees or costs that
are an integral part of the EIR. The EIR amortisation is included as finance costs in the statement of profit and loss.
(iii) De-Recognition
A financial liability is derecognised when the obligation under the liability is discharged or cancelled or expires.
When an existing financial liability is replaced by another from the same lender on substantially different terms, or
the terms of an existing liability are substantially modified, such an exchange or modification is treated as the de-
recognition of the original liability and the recognition of a new liability. The difference in the respective carrying
amounts is recognised in the statement of profit and loss.
CENTURY PLYBOARDS (INDIA) LIMITED
NOTES TO FINANCIAL STATEMENTS as at and for the year ended 31st March, 2021
For assets and liabilities that are recognised in the financial statements at fair value on recurring basis the company determines
whenever transfers have occurred between levels in the hierarchy by reassessing categorisation at the end of each reporting
period and discloses the same.
p. Cash and Cash Equivalents
Cash and cash equivalent in the balance sheet comprise cash at banks and on hand and short-term deposits with an original
maturity of three months or less, which are subject to an insignificant risk of changes in value.
q. Cash Dividend to Equity Holders
The Company recognises a liability to make cash distributions to equity holders of the Company when the distribution is
authorised and the distribution is no longer at the discretion of the Company. As per the corporate laws in India, a distribution is
authorised when it is approved by the shareholders. A corresponding amount is recognised directly in equity.
219
not recognize a contingent liability but discloses its existence in the financial statements.
interdependency of cash inflows. CGU is usually the individual plant, unless the asset or asset group is an integral part of a
value chain where no independent prices for the intermediate products exist, a group of plants is combined and managed
to serve a common market, or where circumstances otherwise indicate significant interdependencies.
In accordance with Ind AS 36, goodwill and certain intangible assets are reviewed at least annually for impairment. If a loss
in value is indicated, the recoverable amount is estimated as the higher of the CGU’s fair value less cost to sell, or its value in
ANNUAL REPORT 2020-21
use. Directly observable market prices rarely exist for the Company’s assets, however, fair value may be estimated based on
recent transactions on comparable assets, internal models used by the Company for transactions involving the same type
of assets or other relevant information. Calculation of value in use is a discounted cash flow calculation based on continued
use of the assets in its present condition, excluding potential exploitation of improvement or expansion potential.
Determination of the recoverable amount involves management estimates on highly uncertain matters, such as
commodity prices and their impact on markets and prices for upgraded products, development in demand, inflation,
operating expenses and tax and legal systems. The Company uses internal business plans, quoted market prices and
the Company’s best estimate of commodity prices, currency rates, discount rates and other relevant information. The
CENTURY PLYBOARDS (INDIA) LIMITED
Company does not include a general growth factor to volumes or cash flows for the purpose of impairment tests, however,
cash flows are generally increased by expected inflation and market recovery towards previously observed volumes.
b. Defined Benefit Plans – The cost of the employment benefits such as gratuity, leave and provident fund obligation
are determined using actuarial valuations. An actuarial valuation involves making various assumptions that may differ
from actual developments in the future. These include the determination of the discount rate, future salary increases and
mortality rates. Due to the complexities, involved in the valuation and its long-term nature, a defined benefit obligation is
highly sensitive to changes in these assumptions. All assumptions are reviewed at each reporting date.
The parameter most subject to change is the discount rate. In determining the appropriate discount rate for plans operated
in India, the management considers the interest rates of government bonds.
The mortality rate is based on publicly available mortality tables for the specific countries. Those mortality tables tend to
change only at interval in response to demographic changes. Future salary increases and gratuity increases are based on
expected future inflation rates.
Further details about gratuity obligations are given in Note 32.
c. Environmental liabilities and Asset Retirement Obligation (ARO) – Estimation of environmental liabilities and ARO
require interpretation of scientific and legal data, in addition to assumptions about probability and future costs.
d. Taxes – The Company calculates income tax expense based on reported income. Deferred income tax expense is
calculated based on the differences between the carrying value of assets and liabilities for financial reporting purposes
and their respective tax basis that are considered temporary in nature. Valuation of deferred tax assets is dependent
on management’s assessment of future recoverability of the deferred benefit. Expected recoverability may result from
expected taxable income in the future, planned transactions or planned tax optimizing measures. Economic conditions
may change and lead to a different conclusion regarding recoverability.
e. Classification of leases – The Company enters into leasing arrangements for various assets. The classification of the
leasing arrangement as a finance lease or operating lease is based on an assessment of several factors, including, but not
BOARD’S MANAGEMENT CORPORATE FINANCIAL
REPORTS DISCUSSION AND ANALYSIS GOVERNANCE STATEMENTS
STANDALONE
NOTES TO FINANCIAL STATEMENTS as at and for the year ended 31st March, 2021
limited to, transfer of ownership of leased asset at end of lease term, lessee’s option to purchase and estimated certainty
of exercise of such option, proportion of lease term to the asset’s economic life, proportion of present value of minimum
lease payments to fair value of leased asset and extent of specialized nature of the leased asset.
f. Useful lives of depreciable/ amortisable assets (tangible and intangible) - Management reviews its estimate of
the useful lives of depreciable/ amortisable assets at each reporting date, based on the expected utility of the assets.
Uncertainties in these estimates relate to technical and economic obsolescence that may change the utility of certain
software, customer relationships, IT equipment and other plant and equipment
g. Expected Credit Loss Model –The Company applies expected credit loss (ECL) model for measurement and recognition
of impairment loss on the Financial Assets. The Company follows ‘simplified approach’ for recognition of impairment
loss allowance on trade receivables. As a practical expedient, the Company uses historically observed default rates over
the expected life of the trade receivables and is adjusted for forward-looking estimates to determine impairment loss
221
2.5 New Standards / Amendments to Existing Standard/ New Pronouncement issued but not yet effective upto
the date of issuance of the Company’s Financial Statement:
On March 24, 2021, the Ministry of Corporate Affairs (“MCA”) through notification amended Schedule III of the Companies Act,
2013. The amendments revise Division I, II and III of Schedule III and are applicable from April 1, 2021. Key amendments relating
to Division II which relate to companies whose financial statements are required to comply with Companies (Indian Accounting
Standards) Rules 2015 are:
Rounding Off: For the purpose of rounding off the figures appearing in the Financial Statements for financial year ending
31.03.2021 the total income of the Company shall be considered instead of Turnover.
Additional Disclosure in Notes to Balance Sheet:
• Shareholding of Promoter: The note on Share Capital in the Financial Statements shall mention details of the Shareholding of
the Promotes along with changes, if any, during the Financial Year.
• Lease liabilities should be separately disclosed under the head ‘financial liabilities’, duly distinguished as current or non-current.
• Current maturities of Long-term borrowings shall be disclosed separately under the heading Short Term Borrowing.
• Security Deposits to be shown under the head of Other Non-Current Assets instead of Long term Loan & Advances.
NOTES TO FINANCIAL STATEMENTS as at and for the year ended 31st March, 2021
• Certain additional disclosures in the statement of changes in equity such as changes in equity share capital due to prior period
errors and restated balances at the beginning of the current reporting period.
• Specific disclosure for title deeds of Immovable Property not held in name of the Company and disclosure on revaluation of
Assets
• Specified format for ageing schedule of trade receivables, trade payables, capital work-in-progress and intangible asset under
development.
• Specific disclosure under ‘additional regulatory requirement’ such as compliance with approved schemes of arrangements,
compliance with number of layers of companies, title deeds of immovable property not held in name of company, loans and
advances to promoters, directors, key managerial personnel (KMP) and related parties, details of benami property held etc.
222
• If a company has not used funds for the specific purpose for which it was borrowed from banks and financial institutions, then
disclosure of details of where it has been used.
• Ratios-Following Ratios to be disclosed: - (a) Current Ratio, (b) Debt-Equity Ratio, (c) Debt Service Coverage Ratio, (d) Return on
Equity Ratio, (e) Inventory turnover ratio, (f ) Trade Receivables turnover ratio, (g) Trade payables turnover ratio, (h) Net capital
ANNUAL REPORT 2020-21
turnover ratio, (i) Net profit ratio, (j) Return on Capital employed, (k) Return on investment
• Specific Disclosure Borrowing & Wilful Defaulter
Additional Disclosure in Notes to Profit & Loss Account:
• Additional disclosures relating to Corporate Social Responsibility (CSR), undisclosed income and crypto or virtual currency
specified under the head ‘additional information’ in the notes forming part of the standalone financial statements.
The amendments are extensive and the Company will evaluate the same to give effect to them as required by law.
CENTURY PLYBOARDS (INDIA) LIMITED
NOTES TO FINANCIAL STATEMENTS as at and for the year ended 31st March, 2021
Notes :
a) Vehicles Includes taken against vehicle loan written down Value H699.38 Lacs (H950.90 Lacs ) [Refer Note No.14].
b) Contractual commitments for acquisition of Property,Plant & Equipments is disclosed in Note No. 33(i)
GOVERNANCE
CORPORATE
4. INVESTMENTS
H in Lacs
Face Value No. of Shares As at As at
per share 31st March 2021 31st March 2020
Non-Current Investments
Unquoted Equity Instruments
(i) Investments In Subsidiaries (at cost)
Auro Sundram Ply & Door Pvt. Ltd. 10 510000 231.80 231.80
Century MDF Ltd. 10 300000 30.00 30.00
Century Ply (Singapore) Pte Ltd. (Net of Impairment) USD-1 10563926 2,711.07 2,664.93
224
(10501926)
Centuryply Myanmar Pvt. Ltd. Kyat 1,00,000 95981 5,937.42 5,937.42
Century Gabon SUARL FCFA 10000 149431 1,878.07 1,608.50
(129368)
Ara Suppliers Pvt. Ltd. 10 1422091 142.21 142.21
ANNUAL REPORT 2020-21
NOTES TO FINANCIAL STATEMENTS as at and for the year ended 31st March, 2021
225
Others (including Reversal of Deferred tax H106.46 (H759.00) lacs Refer Note (599.98) (492.63)
No.(vii) below)
Income tax expense reported in the statement of profit and loss 6,876.24 5,221.47
(iv) Deferred Tax Assets
Impact of expenditure charged to the Statement of Profit and Loss in the 861.79 816.79
current year but allowed for tax purposes on payment basis
Property, Plant & Equipment: Impact of difference between tax depreciation (2,844.78) (2,400.42)
and depreciation/ amortisation charged for the financial reporting
Provision for doubtful debts and advances 313.02 313.02
(1,669.97) (1,270.61)
Minimum Alternate Tax Credit Entitlement 5,881.22 7,052.82
Deferred Tax Asset 4,211.25 5,782.21
NOTES TO FINANCIAL STATEMENTS as at and for the year ended 31st March, 2021
Loss
Deferred Tax Assets/(Liablities)
Impact of expenditure charged to 750.93 47.32 18.54 816.79 - 15.01 29.99 861.79
the Statement of Profit and Loss
in the current year but allowed
for tax purposes on payment
basis
Property, Plant & Equipment: (1,965.93) (434.49) - (2,400.42) - (444.36) - (2,844.78)
Impact of difference between tax
CENTURY PLYBOARDS (INDIA) LIMITED
* Management is certain that there will be sufficient taxable profit to utilise the MAT credit recognised in the books of accounts.
(vii) The Taxation Law (Amendments) Act 2019, in India provides an option to domestic companies to pay income-tax at a lower rate
of 22% (plus applicable surcharge and cess) instead of the normal rate of 30% (plus applicable surcharge and cess) depending
on the conditions specified in this behalf under section 115 BAA of the Income Tax Act, 1961. A domestic company can avail of
the lower tax rate only if it opts for not availing of certain exemptions or incentives specified in this behalf in the Act. There is no
time limit prescribed under the above to choose the option of lower tax rate under section 115BAA, however, once chosen it is
irreversible. The Company has made an assessment of the impact of Act and decided to continue with the existing tax structure
until the utilisation of MAT credit entitlement and tax incentives available to the Company. In compliance with the accounting
standards, the Company has evaluated the outstanding deferred tax liability and written back an amount of H106.46 (H759.00) lacs
to the statement of profit and loss accounts on account of re-measurement of deferred tax liability that is expected to reverse in
future when the Company would migrate to the new tax regime.
BOARD’S MANAGEMENT CORPORATE FINANCIAL
REPORTS DISCUSSION AND ANALYSIS GOVERNANCE STATEMENTS
STANDALONE
NOTES TO FINANCIAL STATEMENTS as at and for the year ended 31st March, 2021
8. Other Assets
227
Stores & Spares Parts, etc 3,383.66 3,183.95
Total 33,016.22 35,410.37
Note:-
The above includes Stock-in-Transit
Raw Materials 908.45 1,556.93
Stock in Trade 106.46 246.40
Inventories are pledged against the cash credit limit obtained by the Company.
During the year H321.10 lacs(31st March, 2020 H321.10 lacs)was charged to the
Statement of Profit and Loss on account of damage and slow moving inventory)
NOTES TO FINANCIAL STATEMENTS as at and for the year ended 31st March, 2021
NOTES TO FINANCIAL STATEMENTS as at and for the year ended 31st March, 2021
As per records of the Company, including its register of members as at 31st March, 2021, the above shareholding represents legal
ownerships of shares.
229
f) There are NIL ( Previous year NIL) shares reserved for issue under option and contracts/commitment for the sale of shares/
disinvestment.
g) During the period of five years immediately preceding the reporting date:
i. No shares were issued for consideration other than cash
ii. No bonus shares were issued
iii. No shares were bought back
h) There are NIL (Previous year NIL) securities convertible into Equity/ Preference Shares.
i) There are NIL (Previous year NIL) calls unpaid including calls unpaid by Directors and Officers as on the balance sheet date.
j) No shares were forfeited during the year or during the previous year.1,38,000 equity shares of H10/-each (post split 13,80,000 equity
shares of H1 each) on which H3.54 lacs had been paid up, were forfeited in the year 2001-2002
NOTES TO FINANCIAL STATEMENTS as at and for the year ended 31st March, 2021
Amalgamation Reserve:- This reserve was created on amalgamation of Shyam Century Ferrous Limited with the company during the
financial year 2005-2006
Securities Premium Reserve:- This reserve had been created on issue of shares by way of public issue and right issue
General Reserve:-General reserve is created from time to time by way of transfer of profits from retained earnings for appropriation
purpose. General reserve is created by a transfer from one component of equity to another and is not an item of other comprehensive
income.
Capital Redemption Reserve:- This reserve was created upon redemption of preference shares by company in FY 2012-2013
BOARD’S MANAGEMENT CORPORATE FINANCIAL
REPORTS DISCUSSION AND ANALYSIS GOVERNANCE STATEMENTS
STANDALONE
NOTES TO FINANCIAL STATEMENTS as at and for the year ended 31st March, 2021
Notes:-
(a) Foreign currency term loan of H 3091.93 Lacs ( 31st March 2020 : H4757.17) carries interest @6 months LIBOR + 1.30% p.a (31st
March, 2020 @6 months LIBOR + 1.30% p.a.). The loan is repayable in 16 unequal quarterly installments by 31st March 2023 and is
secured/to be secured by 1st charge on all the fixed assets pertaining to the Plywood Unit at Bishnupur, West Bengal on pari passu
(b) Foreign currency term loan of H1929.38 Lacs ( 31st March, 2020 : H3109.83 lacs) carries interest @ 6 Months LIBOR + 1.25% p.a.
( 31st March, 2020 @ 6 Months LIBOR + 1.25% p.a.). The Loan is repayable in 16 equal quarterly instalments commencing from
January 2019 & ending by October 2022 and is secured/to be secured by 1st charge on all the Fixed Assets of the Plywood Unit at
Bishnupur, West Bengal on pari passu basis with other term lenders.
(c) Auto,Car/Vechicle loans are secured by hypothecation of the assets purchased there against and carrying interest between 8.41%
p.a to 9.90% p.a (8.41% to 9.90%p.a).
Non Current
31st March,
H in Lacs
31st March,
231
2021 2020
Trade Deposits 1,745.59 1,726.80
Current (Amount disclosed under the head Other Current Financial Liabilities) (Refer Note No.19) (1,745.59) (1,726.80)
Total - -
NOTES TO FINANCIAL STATEMENTS as at and for the year ended 31st March, 2021
The deferred revenue relates to the asset related government grant received, the same has been accounted for as deferred revenue and
proportionately recognised in Statement of Profit and Loss.
Notes:-
a) Cash Credit and Buyer’s Credit from banks amounting to H2271.35 lacs (31st March, 2020 : H3519.04 lacs) are secured by way of first
charge on current assets (both present and future) of the company.
b) The cash credit is repayable on demand and carries interest @ 7.05% to 8.35% (31st March,.2020 : 8.25% to 9.85% ) p.a.
c) Buyers credit carries interest @ LIBOR plus 0.90% to 1.55% p.a (2019-20 0.90% to 1.75% p.a) and is repayable in 90-180 days.
d) Rate of Interest for Packing Credit is 1.10% to 5.00% p.a (2019-20 3.75% to 5.75% p.a.)
e) Rate of Interest for unsecured loan from Directors & Bodies Corporate is 5.00% p.a (2019-20 5.00% p.a.)
Trade payables and acceptances are non-interest bearing and are normally settled on 30 day terms.
For terms and conditions with related parties, Refer Note No.41
BOARD’S MANAGEMENT CORPORATE FINANCIAL
REPORTS DISCUSSION AND ANALYSIS GOVERNANCE STATEMENTS
STANDALONE
NOTES TO FINANCIAL STATEMENTS as at and for the year ended 31st March, 2021
* Includes H1425.10 lacs (H1425.10 lacs) net of payments pertaining to Entry tax on entry of certain goods into a local area of the state
of West Bengal.
The Company has challenged the legal validity of levy of the Entry Tax before Calcutta High Court. The High Court has subsequently
transferred the matter to the West Bengal Taxation Tribunal.
22. Provisions
233
H in Lacs
Non Current Portion Current Maturities
31st March, 31st March, 31st March, 31st March,
2021 2020 2021 2020
Provision for Employee Benefits
Gratuity 757.38 640.13 - -
Leave Encashment - - 718.15 706.64
Total 757.38 640.13 718.15 706.64
H in Lacs
ANNUAL REPORT 2020-21
2020-21 2019-20
Details of Products Sold
Plywood & Block board 1,07,612.38 1,16,352.02
Laminates 41,009.63 45,454.63
Pre-Laminated Particle Boards 5,942.93 6,676.89
Veneer 4,435.88 6,739.79
Particle Board 2,617.61 3,076.72
CENTURY PLYBOARDS (INDIA) LIMITED
NOTES TO FINANCIAL STATEMENTS as at and for the year ended 31st March, 2021
235
Particle Board 86.38 16.92
Total 76,726.81 85,082.65
Details of Closing Stock of Materials
Timber Logs 1,688.93 1,952.77
Veneer 7,341.17 6,874.73
Chemicals 1,599.20 1,315.42
Paper 5,168.96 4,684.62
Particle Board 25.22 29.43
Waste Wood 565.50 652.88
Total 16,388.98 15,509.85
NOTES TO FINANCIAL STATEMENTS as at and for the year ended 31st March, 2021
13,243.58 16,716.57
Changes in Inventories of Finished Goods,Work-in-Progress and Stock-in-Trade 3,472.99 1,235.70
Details of Purchase of Stock in Trade
Plywood and Block boards 20,806.35 22,397.53
Veneer 1,518.84 2,201.49
Chemicals 597.86 562.84
Pest Control Kits 68.23 19.17
Phenol 132.02 736.62
CENTURY PLYBOARDS (INDIA) LIMITED
NOTES TO FINANCIAL STATEMENTS as at and for the year ended 31st March, 2021
237
Rates & Taxes 359.23 357.14
Repairs & Maintenance
- Property 332.69 274.63
- Plant and Equipment 1,048.29 1,178.95
- Others 617.70 700.25
Transport & Freight 10,527.82 11,745.40
Commission on Sales 1,013.48 734.82
Advertisement, Publicity and Sales Promotion 8,209.23 8,847.59
Communication Expenses 241.17 275.27
Directors' Sitting Fees and Commission 56.50 55.50
Auditors' Remuneration # 52.51 45.77
Corporate Social Responsibility Activities (Refer Note No.38) 527.68 444.92
Charity and Donations 761.61 146.18
Irrecoverable Debts, Advances written off 8.23 67.08
NOTES TO FINANCIAL STATEMENTS as at and for the year ended 31st March, 2021
For Other Services (inclusive of fees of H9 lac for review of quarterly financial results ) 26.45 19.35
Reimbursement of Expenses 0.06 0.42
Total 52.51 45.77
The Company has a defined benefit gratuity plan. Every employee who has completed five years or more of service is entitled to
Gratuity on terms not less favourable than the provisions of The Payment of Gratuity Act, 1972. The scheme is funded with an insurance
company.
The Company also extends benefit of compensated absences to the employees, whereby they are eligible to carry forward their
entitlement of earned leave for encashment upon retirement/separation. This is an unfunded plan.
The following tables summarise the components of net benefit expense recognised in the statement of profit and loss and the funded
status and amounts recognised in the balance sheet for the Post - retirement benefit plans.
CENTURY PLYBOARDS (INDIA) LIMITED
NOTES TO FINANCIAL STATEMENTS as at and for the year ended 31st March, 2021
IV. Change in the Fair Value of Plan Assets during the year
H in Lacs
31st March, 2021 31st March, 2020
1. Plan assets at the beginning of the year 3,366.24 2,912.19
2. Interest Income 232.14 233.28
3. Contribution by employer 414.25 450.50
4. Actual Benefit Paid (217.27) (215.72)
5. Re-measurement - Return on Assets (Excluding Interest Income) 0.79 (14.01)
6. Closing Fair Value of Plan Assets 3,796.15 3,366.24
239
31st March, 2021 31st March, 2020
1. Discount Rate 6.40% 6.70%
2. Expected rate of return on plan assets 6.40% 6.70%
3. Mortality rate Indian Assured Lives Indian Assured Lives
Mortality (2006-08) Mortality (2006-08)
(modified) Ult. (modified) Ult.
4. Salary increase 6% 6%
5. Withdrawal rates 1% - 8% 1% - 8%
VIII. The estimates of future salary increases considered in actuarial valuation, take account of inflation, seniority, promotion and other
relevant factors, such as supply and demand in the employment market.
NOTES TO FINANCIAL STATEMENTS as at and for the year ended 31st March, 2021
Sensitivities due to mortality are not material and hence impact of change is not calculated.
The sensitivity analyses above have been determined based on a method that extrapolates the impact on defined benefit
obligation as a result of reasonable changes in key assumptions occurring at the end of the reporting period.
XI. Maturity Profile of Defined Benefit Obligations
H in Lacs
As on As on
31st March, 2021 31st March, 2020
Year 1 640.76 429.19
Year 2 490.39 300.58
Year 3 496.04 359.20
Year 4 498.30 372.78
Year 5 637.17 370.53
Next 5 Years 3279.78 3036.96
BOARD’S MANAGEMENT CORPORATE FINANCIAL
REPORTS DISCUSSION AND ANALYSIS GOVERNANCE STATEMENTS
STANDALONE
NOTES TO FINANCIAL STATEMENTS as at and for the year ended 31st March, 2021
*Contingent amount includes tax amount and interest quantified in the assessment order.
34. Based on the information/documents available with the Company, information as per the
requirements of section 22 of the Micro, Small and Medium Enterprises Development Act, 2006.
H in Lacs
2020 - 21 2019 - 20
Principal Amount due 1901.51 975.36
Interest due on above - -
241
Amount of interest paid in terms of Sec 16 of the Micro, Small and Medium - -
Enterprise Development Act 2006
Amount of interest due and payable for the period of delay Amount of Interest - -
accrued and remaining unpaid as at year end
Amount of further interest remaining due and payable in the succeeding year - -
NOTES TO FINANCIAL STATEMENTS as at and for the year ended 31st March, 2021
amount so received/provided. Accordingly, income which was previously recognized in the books of accounts is reversed.
with reference to operating and business plans that take into account capital expenditure and strategic investments. Apart from internal
accrual, sourcing of capital is done through judicious combination of equity and borrowing, both the short term and long term. Net
debt (total borrowing less current investment and cash & cash equivalent) to equity ratio is used to monitor capital. No changes were
made to the objective, policies or process for managing capital during the year ended 31st March, 2021 and 31st March, 2020.
As at As at
31st March, 2021 31st March, 2020
Debt Equity Ratio 0.09 0.22
CENTURY PLYBOARDS (INDIA) LIMITED
As at 31st March, 2021 and 31st March, 2020, the Company was in compliance with all of its debt covenants for borrowings.
b) The particulars of unhedged foreign currency exposures as on the balance sheet date are as follows:
H in Lacs
Nature of Item As on As on
31st March, 2021 31st March, 2020
Foreign Currency Term Loans 5,021.31 328.01
Buyer’s Credit 1,503.80 3,242.39
Trade Receivables 1,899.47 1,695.93
Trade Payables 2,422.45 3,334.18
Trade Advances 4,047.79 1,718.21
BOARD’S MANAGEMENT CORPORATE FINANCIAL
REPORTS DISCUSSION AND ANALYSIS GOVERNANCE STATEMENTS
STANDALONE
NOTES TO FINANCIAL STATEMENTS as at and for the year ended 31st March, 2021
38. The Company has a Corporate Social Responsibilities (“CSR”) committee as per the provisions of Section 135 of the Companies
Act, 2013 read with Rules made thereunder. The main areas for CSR activities are promoting education, healthcare, animal welfare
and projects ensuring environment sustainability. Details of CSR is as under:-
H in Lacs
2020-21 2019-20
Amount of CSR expenditure to be incurred during the year 456.65 438.58
CSR expenditure (Revenue Nature) incurred during the year and approved by Board of Director 527.68 444.92
Expenditure on construction/acquisition of any assets during the year. - -
(H in Lacs)
1st April,2020 Amount required to be Amount spent during the Closing Balance as on 31st
spent during the year year March,2021
39. DISCLOSURES PURSUANT TO SECURITIES AND EXCHANGE BOARD OF INDIA (LISTING OBLIGATIONS
AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2015 AND SECTION 186 OF THE COMPANIES
ACT, 2013
a) Details of investments made have been given as part of Note ‘4’ Investments in Subsidiary and Other Investments. Maximum
amount invested in Mutual Funds during the year for cash management purpose was H11,551.88 Lacs.
b) Details of Loans and Guarantees given below:
(H in Lacs)
Name of the Company Relationship Nature of Balance as on Maximum Amount
Transactions 31st March, 2021* Outstanding at any time
243
Skipper Ltd. Other Loans - - - 1000.00
Precise Capital Markets Other Loans - - - 50.00
Auro Sundram International Other Loans 250.00 - 500.00 1300.00
Pvt. Ltd.
Channel Financing to Dealers & Other Guarantee 831.86 830.07 831.86 830.07
Distributors**
*excluding interest
** Reported to the extent balance outstanding against Guarantees issued amounting to H3,327.45 Lacs
c) Investment by the loanees in the shares of the Company.
The loanees have not made any investments in the shares of the Company.
NOTES TO FINANCIAL STATEMENTS as at and for the year ended 31st March, 2021
40. The Company has paid anti-dumping duty till date amounting to H176.66 lacs (Till 31st March 2020: H176.66 lacs) on import of
phenol which in opinion of the management and based on a legal opinion, is in excess of actual margin of dumping of said
materials and accordingly refundable in terms of Section 9AA of Custom Tariff Act, 1975 and hence the same is considered as
receivable and included under the head Note no. 8 on “Other Current Assets”.
Related Parties with whom Transactions have taken place during the Year:
Key Management Personnel and Sri Sajjan Bhajanka (Chairman and Managing Director)
Directors Sri Sanjay Agarwal (CEO & Managing Director)
Sri Prem Kumar Bhajanka (Managing Director)
Sri Vishnu Khemani (Managing Director)
Sri Hari Prasad Agarwal (Vice Chairman and Executive Director)*
Sri Rajesh Kumar Agarwal (Executive Director)**
Sri Ajay Baldawa (Executive Director)
Sri Keshav Bhajanka (Executive Director)
Smt. Nikita Bansal (Executive Director)
Sri Santanu Ray(Independent Director)-till 31.03.2021
Smt. Mamta Binani (Independent Director)
Sri J. P. Dua (Independent Director)
Sri Vijay Chhibber (Independent Director)
Sri Sunil Mitra (Independent Director)
Sri Debanjan Mandal (Independent Director)
Sri Probir Roy (Independent Director)
Sri Amit Kiran Deb (Independent Director) – w.e.f. 01.04.2020
Sri Arun Kumar Julasaria (Chief Financial Officer)
Sri Sundeep Jhunjhunwala (Company Secretary)
NOTES TO FINANCIAL STATEMENTS as at and for the year ended 31st March, 2021
245
Landmark Veneers Pvt. Ltd.
Star Cement Meghalaya Ltd.
Amul Boards Pvt. Ltd.
Fox and Mandal LLP
NOTES TO FINANCIAL STATEMENTS as at and for the year ended 31st March, 2021
Trading Goods
Auro Sundram Ply 8,378.35 9,265.68 - - - - - - 8,378.35 9,265.68
& Door Pvt. Ltd.
2 Purchase of Raw
Materials/Stores
Centuryply 1,950.74 2,618.26 - - - - - - 1,950.74 2,618.26
ANNUAL REPORT 2020-21
Pvt. Ltd.
Century Led Ltd. - - - - - - 24.92 7.68 24.92 7.68
3 Sale of RM/
Products/Stores
& spares
Star Cement Ltd - - - - - - - - - -
Auro Sundram Ply 1.65 20.40 - - - - - - 1.65 20.40
& Door Pvt Ltd.
Century Ply - - - - - - - - - -
(Singapore) Pte
Ltd.
Aegis Business Ltd. - - - - - - - - - -
Centuryply 2.02 2.81 - - - - - - 2.02 2.81
Myanmar Pvt. Ltd.
Century Gabon - 27.03 - - - - - - - 27.03
Suarl
Amul Boards Pvt - - - - - - - 1.83 - 1.83
Ltd
4 Sale of Assets
Amul Boards Pvt - - - - - - - 9.44 - 9.44
Ltd
Star Cement Ltd. - - - - - - - 2,173.38 - 2,173.38
5 Services Availed/
(Provided)
Aegis Business Ltd. - - - - - - (1.20) (1.20) (1.20) (1.20)
BOARD’S MANAGEMENT CORPORATE FINANCIAL
REPORTS DISCUSSION AND ANALYSIS GOVERNANCE STATEMENTS
STANDALONE
NOTES TO FINANCIAL STATEMENTS as at and for the year ended 31st March, 2021
247
Ltd.
Sri Ram Merchants - - - - - - 75.00 2,229.00 75.00 2,229.00
Pvt. Ltd.
Sri Ram Vanijya - - - - - - 524.50 2,004.00 524.50 2,004.00
Pvt. Ltd.
Sumangal - - - - - - 49.00 3,858.00 49.00 3,858.00
Business Pvt. Ltd.
Sumangal - - - - - - 144.00 2,579.00 144.00 2,579.00
International Pvt.
Ltd.
Sri Keshav - - 20.00 48.00 - - - - 20.00 48.00
Bhajanka
Sri Sajjan Bhajanka - - 5,100.00 8,018.00 - - - - 5,100.00 8,018.00
Sri Sanjay Agarwal - - 1,606.00 11,601.00 - - - - 1,606.00 11,601.00
NOTES TO FINANCIAL STATEMENTS as at and for the year ended 31st March, 2021
outstanding
interest)
Brijdham - - - - - - 908.63 1,120.00 908.63 1,120.00
Merchants Pvt.
Ltd.
Sri Ram Merchants - - - - - - 267.88 2,047.50 267.88 2,047.50
ANNUAL REPORT 2020-21
Pvt. Ltd.
Sri Ram Vanijya - - - - - - 762.22 1,782.00 762.22 1,782.00
Pvt. Ltd.
Sumangal - - - - - - 2,021.65 1,929.50 2,021.65 1,929.50
Business Pvt. Ltd.
Sumangal - - - - - - 1,222.15 1,535.00 1,222.15 1,535.00
International Pvt.
Ltd.
Sri Keshav - - 70.15 - - - - - 70.15 -
CENTURY PLYBOARDS (INDIA) LIMITED
Bhajanka
Sri Sajjan Bhajanka - - 6,227.09 6,981.00 - - - - 6,227.09 6,981.00
Sri Sanjay Agarwal - - 5,780.63 7,532.00 - - - - 5,780.63 7,532.00
9 Loan Received
Back
Auro Sundram Ply 300.00 - - - - - - - 300.00 -
& Door Pvt Ltd
10 Investments
Made/ (Sold)
Centuryply - 998.49 - - - - - - - 998.49
Myanmar Pvt. Ltd.
Century Ply 46.14 3,553.59 - - - - - - 46.14 3,553.59
(Singapore) Pte.
Ltd.
Century Gabon 269.57 1,607.29 - - - - - - 269.57 1,607.29
SUARL
Century Panels Ltd - 5.00 - - - - - - - 5.00
11 Interest Paid
Brijdham - - - - - - 19.76 20.70 19.76 20.70
Merchants Pvt.
Ltd.
Sri Ram Merchants - - - - - - 4.58 12.65 4.58 12.65
Pvt. Ltd.
Sri Ram Vanijya - - - - - - 7.95 17.47 7.95 17.47
Pvt. Ltd.
Sumangal - - - - - - 25.41 49.06 25.41 49.06
International Pvt.
Ltd.
BOARD’S MANAGEMENT CORPORATE FINANCIAL
REPORTS DISCUSSION AND ANALYSIS GOVERNANCE STATEMENTS
STANDALONE
NOTES TO FINANCIAL STATEMENTS as at and for the year ended 31st March, 2021
249
Sri Vishnu - - 203.17 120.00 - - - - 203.17 120.00
Khemani
Sri Hari Prasad - - 10.00 60.00 - - - - 10.00 60.00
Agarwal
Sri Ajay Baldawa - - 240.00 240.00 - - - - 240.00 240.00
Smt. Nikita Bansal - - 25.93 24.00 - - - - 25.93 24.00
Sri Keshav - - 54.63 50.00 - - - - 54.63 50.00
Bhajanka
Sri Rajesh Kumar - - 7.69 - - - - - 7.69 -
Agarwal
15 Director’s Sitting
Fees
Sri Mangi Lal Jain - - - 4.50 - - - - - 4.50
Sri Santanu Ray - - 4.25 4.25 - - - - 4.25 4.25
Sri Amit Kiran Deb - - 2.00 - - - - - 2.00 -
Smt. Mamta - - 3.25 4.75 - - - - 3.25 4.75
Binani
Sri J. P. Dua - - 3.50 2.50 - - - - 3.50 2.50
Sri Vijay Chhibber - - 3.25 2.50 - - - - 3.25 2.50
NOTES TO FINANCIAL STATEMENTS as at and for the year ended 31st March, 2021
17 Salary Paid
Sri Arun Kumar - - 163.14 145.67 - - - - 163.14 145.67
Julasaria #
Sri Sundeep - - 35.67 37.62 - - - - 35.67 37.62
Jhunjhunwala #
Others - - - - 112.24 120.13 - - 112.24 120.13
18 Advance Given
Aegis Business Ltd. - - - - - - 25.00 300.00 25.00 300.00
Sri Abhishek Rathi - - - - - 8.10 - - - 8.10
Sri Arun Kumar - - 2.00 - - - - - 2.00 -
Julasaria
19 Advance
Received back
Aegis Business Ltd. - - - - - - 125.00 - 125.00 -
Sri Arun Kumar - - 2.00 - - - - - 2.00 -
Julasaria
Sri Abhishek Rathi - - - - 7.43 0.68 - - 7.43 0.68
Sri Sundeep - - - 7.00 - - - - - 7.00
Jhunjhunwala
BOARD’S MANAGEMENT CORPORATE FINANCIAL
REPORTS DISCUSSION AND ANALYSIS GOVERNANCE STATEMENTS
STANDALONE
NOTES TO FINANCIAL STATEMENTS as at and for the year ended 31st March, 2021
251
Brijdham Merchants Pvt. - - - - - - - (782.64) - (782.64)
Ltd.
Sri Ram Merchants Pvt. - - - - - - - (192.88) - (192.88)
Ltd.
Sri Ram Vanijya Pvt. Ltd. - - - - - - - (237.72) - (237.72)
Sumangal Business Pvt. - - - - - - - (1,972.65) - (1,972.65)
Ltd.
Sumangal International - - - - - - - (1,078.15) - (1,078.15)
Pvt. Ltd.
Sri Keshav Bhajanka - - - (50.15) - - - - - (50.15)
Sri Sajjan Bhajanka - - - (1,127.10) - - - - - (1,127.10)
Sri Sanjay Agarwal - - - (4,174.63) - - - - - (4,174.63)
C Director’s
Remuneration Payable
Sri Sajjan Bhajanka - - 84.73 - - - - - 84.73 -
Sri Sanjay Agarwal - - 84.72 - - - - - 84.72 -
Sri Prem Kumar Bhajanka - - 225.13 - - - - - 225.13 -
Sri Ajay Baldawa - - 66.95 - - - - - 66.95 -
NOTES TO FINANCIAL STATEMENTS as at and for the year ended 31st March, 2021
# Remuneration of Key Management Personnel represents short term employee benefits.As the liabilities for defined benefit plans
and compensated absences are provided on actuarial basis for the Company as a whole, the amounts pertaining to Key Management
Personnel are not included.
41. (c) Terms and conditions of transactions with related parties
1. The sales to/ purchases from/ services availed from/ and services provided to related parties are made on terms equivalent
to those that prevail in arm’s length transactions.
2. Outstanding balances at the year-end from related parties are unsecured and interest free
3. Employee related recoverable balances are unsecured and interest free
4. The Company has provided loan to its subsidiary for its business activities. The loan was unsecured and was repayable on
demand. The loan outstanding as on 31st March, 2021 carries an interest@10% p.a.
5. The Company has taken loan from Enterprises owned/influenced by Key Management Personnel (KMP) or their relatives as
well as from KMP’s.
The loan was unsecured and was repayable on demand. The loan carried an interest @5.00% p.a.
BOARD’S MANAGEMENT CORPORATE FINANCIAL
REPORTS DISCUSSION AND ANALYSIS GOVERNANCE STATEMENTS
STANDALONE
NOTES TO FINANCIAL STATEMENTS as at and for the year ended 31st March, 2021
Notes:-
1) The carrying amount of financial assets and financial liabilities measured at amortised cost in the financial statements are a
253
reasonable approximation of their fair values since the Company does not anticipate that the carrying amounts would be
significantly different from the values that would eventually be received or settled.
2) Finance income and finance cost by instrument category wise classification :-
i) Interest income of H94.02 Lacs (P.Y.H110.66 Lacs) on financial instrument at amortised cost.
ii) Interest expense of H937.48 Lacs (P.Y. H2,711.22 Lacs) on borrowing at amortised cost.
NOTES TO FINANCIAL STATEMENTS as at and for the year ended 31st March, 2021
The Company’s financial liabilities comprise long term borrowings, short term borrowings, capital creditors, trade and other payables.
The main purpose of these financial liabilities is to finance the Company’s operations. The Company’s financial assets include trade and
other receivables, cash and cash equivalents, investment in subsidiaries at cost and deposits.
The Company is exposed to market risk and credit risk. The Company has a Risk management policy and its management is supported
by a Risk management committee that advises on risks and the appropriate risk governance framework for the Company. The audit
ANNUAL REPORT 2020-21
committee provides assurance to the Company’s management that the Company’s risk activities are governed by appropriate policies
and procedures and that risks are identified, measured and managed in accordance with the Company’s policies and risk objectives. The
Board of Directors reviews and agrees policies for managing each of these risks, which are summarised below.
(i) Market Risk
Market risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in market
prices. Market risk comprises two types of risk: interest rate, currency risk and other price risk, such as commodity price risk and
equity price risk. Financial instruments affected by market risk include FVTPL investments, trade payables, trade receivables, etc.
a. Foreign Currency Risk
CENTURY PLYBOARDS (INDIA) LIMITED
Foreign currency risk is the risk that the fair value or future cash flows of an exposure will fluctuate because of changes in
foreign exchange rates. The Company’s exposure to the risk of changes in foreign exchange rates relates primarily to the
Company’s operating activities. The Company has a treasury department which monitors the foreign exchange fluctuations
on the continuous basis and advises the management of any material adverse effect on the Company.
Foreign Currency sensitivity
The following table demonstrates the sensitivity to a reasonably possible change in foreign currency exchange rates, with all
other variables held constant. The impact on the Company’s profit before tax is due to changes in the fair value of assets and
liabilities.
Change in Foreign Currency Rates Effect on Profit before Tax (H in Lacs)
As on 31st March, 2021 As on 31st March, 2020
5% (151.74) (153.23)
-5% 151.74 153.23
NOTES TO FINANCIAL STATEMENTS as at and for the year ended 31st March, 2021
255
H in Lacs
31st March, 2021 31st March, 2020
Cash and cash equivalents 1,112.03 1,849.78
Other Bank balances 6,434.56 272.33
Loans and other receivables 563.95 556.32
Trade receivable (Net) 29,700.70 25,815.95
37,811.24 28,494.38
No significant changes in estimation techniques or assumptions were made during the reporting period
(iii) Liquidity Risk
ANNUAL REPORT 2020-21
The Company’s objective is to maintain optimum levels of liquidity to meet its cash and collateral requirements at all times. The
Company relies on a mix of borrowings and excess operating cash flows to meet its needs for funds. The current committed lines
of credit are sufficient to meet its short to medium/ long term expansion needs. The Company monitors rolling forecasts of its
liquidity requirements to ensure it has sufficient cash to meet operational needs. Besides, it generally has certain undrawn credit
facilities which can be accessed as and when required; such credit facilities are reviewed at regular intervals. Thus, no liquidity risk
is perceived at present.
Availability of Liquidity is as follows
H in Lacs
CENTURY PLYBOARDS (INDIA) LIMITED
The table below summarises the maturity profile of the Company’s financial liabilities based on contractual undiscounted
payments.
(H in Lacs)
Particulars Less than 1 Year 1-2 Years 2-3 Years 3-5 Years > 5 years Total
Year ended 31st March 2021
Borrowings 7,271.35 2,379.17 - - - 9,650.52
Other financial liabilities 10,086.58 - - - - 10,086.58
Trade payables 21,394.42 - - - - 21,394.42
38,752.35 2,379.17 - - - 41,131.52
Year ended 31st March 2020
Borrowings 16,829.96 2,859.38 2,433.86 - - 22,123.20
Other financial liabilities 9,034.91 - - - - 9,034.91
Trade payables 16,107.64 - - - - 16,107.64
41,972.51 2,859.38 2,433.86 - - 47,265.75
NOTES TO FINANCIAL STATEMENTS as at and for the year ended 31st March, 2021
45. The Company’s Segment Information as at and for the year ended 31st March 2021 are as below:
H in Lacs
Sl Plywood Laminate MDF Particle CFS Others Total
Board Services
a Revenue(Gross)
257
Other Information
a Total Assets
Segment Assets 70,571.32 27,540.44 36,335.46 6,105.94 5,853.63 1,732.10 1,48,138.89
(70,035.67) (24,211.19) (36,403.44) (72,40.83) (7,218.21) (1,431.65) (1,46,540.99)
Unallocated Corporate/ 30,559.67
Other Assets
(16,326.49)
Total 1,78,698.56
(1,62,867.48)
b Total Liabilities
Segment Liabilities 23,157.31 6,097.17 3,468.61 980.56 3,167.06 553.21 37,423.92
(15,797.74) (5,174.75) (3,264.90) (626.38) (3,564.60) (844.80) (29,273.17)
Unallocated /Other 14,786.02
Liabilities
(26,256.33)
Total 52,209.94
(55,529.50)
c Capital Expenditure 1,795.52 1,575.16 184.31 365.11 41.57 - 3,961.67
(1,514.29) (833.90) (554.10) (166.69) (127.26) (6.47) (3,202.71)
NOTES TO FINANCIAL STATEMENTS as at and for the year ended 31st March, 2021
45. The Company’s Segment Information as at and for the year ended 31st March 2021 are as below:
(contd)
H in Lacs
Sl Plywood Laminate MDF Particle CFS Others Total
Board Services
Unallocated Capital -
Expenditure
(6,543.08)
d Depreciation/ 1,111.16 1,021.06 1,942.10 454.37 1,089.46 3.35 5,621.50
Amortisation
(1,211.50) (1,004.22) (1,953.40) (504.97) (1,408.64) (2.37) (6,085.11)
258
(2,17,768.46)
Overseas 10,450.83
(10,499.24)
ii. Carrying amount of
Segment Assets
India 1,35,521.70
(1,34,734.00)
Overseas 12,617.19
(11,806.99)
CENTURY PLYBOARDS (INDIA) LIMITED
46. The Indian Parliament has approved the Code on Social Security, 2020 which would impact the contributions by the company
towards Provident Fund and Gratuity. The Ministry of Labour and Employment has released draft rules for the Code on Social
Security, 2020 on November 13, 2020, and has invited suggestions from stakeholders which are under active consideration by
the Ministry. The Company will assess the impact of the Code when it comes into effect and will record any related impact in the
period when the Code becomes effective.
BOARD’S MANAGEMENT CORPORATE FINANCIAL
REPORTS DISCUSSION AND ANALYSIS GOVERNANCE STATEMENTS
STANDALONE
NOTES TO FINANCIAL STATEMENTS as at and for the year ended 31st March, 2021
2020-21 2019-20
Profit as per the Statement of Profit & Loss ( H In Lacs) 19,206.47 15,816.68
Profit available for Equity Shareholders( H In Lacs) 19,206.47 15,816.68
Weighted average number of Equity Shares outstanding during the year 22,21,72,990 22,21,72,990
Nominal value of equity shares (H) 1 1
Basic and Diluted earnings per share (EPS) (H) 8.64 7.12
48. Leases
259
Total 812.67 849.94
f ) The weighted average incremental borrowing rate of 10% has been applied to lease liabilities recognised in the Balance Sheet.
NOTES TO FINANCIAL STATEMENTS as at and for the year ended 31st March, 2021
49. Charity and Donations includes H553.81 Lacs (H50.51 Lacs) paid to political parties.
50. Previous year’s figures have been rearranged and/or regrouped, wherever necessary.
51. The financial statements have been approved by the Audit Committee at its meeting held on 10th June, 2021 and by the Board
of Directors on the same date.
For Singhi & Co. For and on behalf of the Board of Directors
260
DIN:00246043 DIN:00246132
Rajiv Singhi
Partner
Membership No. 053518
To
The Members of
Century Plyboards (India) Limited
Report on the Audit of Consolidated Financial (SAs), as specified under section 143(10) of the Act. Our
Statements responsibilities under those Standards are further described
in the ‘Auditor’s Responsibilities for the Audit of the
Opinion
consolidated financial statements’ section of our report. We
1. We have audited the accompanying consolidated financial
261
consolidated cash flows and consolidated changes in equity our description of how our audit addressed the matter is
for the year ended on that date. provided in that context:
for sale of inventory. • Comparing the net realisable value to the cost price of inventories to
check for completeness of the associated provision.
• Reviewing the historical accuracy of inventory provisioning and the
level of inventory write-offs during the year.
ANNUAL REPORT 2020-21
B. Revenue Recognition As part of our audit, we understood the Company’s policies and processes,
The accuracy of amounts recorded as revenue is an control mechanisms and methods in relation to the revenue recognition
inherent risk due to the complexity involve. and evaluated the design and operative effectiveness of the financial
controls from the above through our test of control procedures.
The application of revenue recognition accounting
standards Ind AS 115 is complex and involves • Tested a sample of sales transactions for compliance with the Company’s
CENTURY PLYBOARDS (INDIA) LIMITED
a number of judgments and estimates. Refer accounting principles to assess the completeness, occurrence and
note no 2.3 (h) to Critical accounting judgments accuracy of revenue recorded.
including those involving estimations and Revenue • Performing procedures to ensure that the revenue recognition criteria
recognition. Revenue is recognised when the adopted by Company for all major revenue streams is appropriate and
control of the underlying products has been in line with the Company’s accounting policies.
transferred to customer along with the satisfaction
of the Company’s performance obligation under a • We tested the Company’s system generated reports, based on which
contract with customer. revenue is accrued at the year end, and performed tests of details on
the accrued revenue and accounts receivable balances recognized in
the balance sheet at the year end.
• Our tests of detail focused on transactions occurring within proximity
of the year end and obtaining evidence to support the appropriate
timing of revenue recognition, based on terms and conditions set
out in sales contracts and delivery documents or system generated
reports. We considered the appropriateness and accuracy of any cut-off
adjustments.
BOARD’S MANAGEMENT CORPORATE FINANCIAL
REPORTS DISCUSSION AND ANALYSIS GOVERNANCE STATEMENTS
CONSOLIDATED
Descriptions of Key Audit Matter How we addressed the matter in our audit
Due to the Company’s presence across different • Obtaining and inspecting, on a sample basis, supporting documentation
marketing regions within the country and the for discounts, incentives and rebates recorded and disbursed during
competitive business environment, the estimation the year as well as credit notes issued after the year end to determine
of the various types of discounts and incentive whether these were recorded appropriately.
schemes to be recognised based on sales made
• Performed retrospective review of the Management’s estimate
during the year is material and considered to be
by comparing utilisation of incentives with previously recognised
complex and judgmental. In view of the complexity
corresponding liability. We also considered the developments during
of the revenue recognition and the judgments and
the year and subsequent to the year-end (including the impact of
estimates involved the recognition of revenue and
COVID 19) that would significantly affect the measurement of the year
provisions of discounts and incentives expenses
end incentive liability.
was a matter of most significance to our audit.
• Traced disclosure information to accounting records and other
supporting documentation.
Our Conclusion: Based on the audit procedures performed we did
Information Other than the consolidated financial Board of Directors of the companies included in the Group
statements and auditor’s report thereon are responsible for the maintenance of adequate accounting
records in accordance with the provisions of the Act for
5. The Holding Company’s Board of Directors is responsible
safeguarding the assets of the Group and for preventing
for the preparation of the other information. The other
and detecting fraud and other irregularities; the selection
information comprises the information included in the
and application of appropriate accounting policies; making
annual reports, but does not include the consolidated
judgments and estimates that are reasonable and prudent;
financial statements and our auditor’s report thereon.
and the design, implementation and maintenance of
Our opinion on the consolidated financial statements does adequate internal financial controls, that were operating
263
the work we have performed, we conclude that there is a respective Board of Directors of the companies included
material misstatement of this other information; we are in the Group are responsible for assessing the ability of
required to report that fact. We have nothing to report in the Group to continue as a going concern, disclosing, as
this regard. applicable, matter related to going concern and using the
going concern basis of accounting unless management
Management’s Responsibility for the either intends to liquidate the Group or to cease operations,
consolidated financial statements or has no realistic alternative but to do so.
6. The Holding Company’s Board of Directors is responsible for
8. The respective Board of Directors of the companies included
the preparation of these consolidated financial statements
in the Group is responsible for overseeing the financial
in terms of the requirements of the Companies Act, 2013
reporting process of the Group.
(hereinafter referred to as “the Act”) that give a true and fair
view of the consolidated financial position, consolidated Auditors’ Responsibility for the Audit of the
financial performance, consolidated cash flows and consolidated financial statements
consolidated changes in equity of the Group in accordance
9. Our objectives are to obtain reasonable assurance about
with accounting principles generally accepted in India
whether the consolidated financial statements as a whole
including the Indian Accounting Standards specified in
are free from material misstatement, whether due to fraud
the Companies (Indian Accounting Standards) Rules, 2015
or error, and to issue an auditor’s report that includes our
(as amended) under Section 133 of the Act. The respective
opinion. Reasonable assurance is a high level of assurance, activities within the Group to express an opinion on the
but is not a guarantee that an audit conducted in accordance consolidated financial statements. We are responsible
with SAs will always detect a material misstatement when it for the direction, supervision and performance of
exists. Misstatements can arise from fraud or error and are the audit of the financial statements of such entities
considered material if, individually or in the aggregate, they included in the consolidated financial statements
could reasonably be expected to influence the economic of which we are the independent auditors. For the
decisions of users taken on the basis of these consolidated other entities included in the consolidated financial
financial statements. statements, which have been audited by other auditors,
such other auditors remain responsible for the direction,
10. As part of an audit in accordance with SAs, we exercise
supervision and performance of the audits carried out
professional judgment and maintain professional skepticism
by them. We remain solely responsible for our audit
throughout the audit. We also:
opinion.
a) Identify and assess the risks of material misstatement
11. Materiality is the magnitude of misstatements in the
of the consolidated financial statements, whether due
consolidated financial statements that, individually or in
264
of H3.80 Lakhs, total net loss after tax of H9.91 Lakhs and statement and the consolidated statement of changes
total comprehensive loss of H9.91 Lakhs for the year ended in equity dealt with by this report are in agreement
March 31, 2021 and netcash outflow of H5.36 Lakhs for the with the relevant books of account maintained for the
year ended on that date as considered in the consolidated purpose of preparation of the consolidated financial
financial statements. These financial statements have statements.
been audited by other auditors whose reports have been
(d) In our opinion, the aforesaid consolidated financial
furnished to us by the Management and our opinion on
statements comply with the Indian Accounting
the consolidated financial results, in so far as it relates to
Standards specified under Section 133 of the Act.
the amounts and disclosures included in respect of these
subsidiaries is based solely on the reports of the other (e) On the basis of the written representations received
auditors. from the directors of the Holding Company as on March
31, 2021 taken on record by the Board of Directors of
16. We did not audit the consolidated financial statements /
the Holding Company and the reports of the statutory
standalone financial statements and financial information’s
auditors of its subsidiaries companies incorporated in
of five foreign subsidiaries (including the stepdown
India, none of the directors of the Group’s companies,
subsidiaries), whose financial statements / financial
incorporated in India is disqualified as on March 31,
265
for which there were material foreseeable losses.
Report on Other Legal and Regulatory
Requirements iii. There has been no delay in transferring amounts,
required to be transferred, to the Investor
17. As required by Section 143(3) of the Act, we report, to the
Education and Protection Fund by the Holding
extent applicable, that:
Company, and its subsidiaries incorporated in
(a) We have sought andobtained all the information and India during the year ended March 31, 2021.
explanations which to the best of our knowledge and
belief were necessary for the purposes of our audit of
the aforesaid consolidated financial statements. For Singhi& Co.
(b) In our opinion, proper books of account as required by Chartered Accountants
law relating to preparation of the aforesaid consolidated Firm Registration Number: 302049E
financial statements have been kept so far as it appears
from our examination of those books and report of the
other auditor. (Rajiv Singhi)
Partner
(c) The consolidated balance sheet, the consolidated
statement of profit and loss (including other
Place: Kolkata Membership Number 053518
comprehensive income), consolidated cash flow
Date: June 10, 2021 UDIN - 21053518AAAAAD4813
ANNEXURE ‘A’ TO THE INDEPENDENT AUDITOR’S REPORT
(Referred to in paragraph 17 (f) under ‘Report on Other Legal and Regulatory Requirements’ section of our Independent
Auditor’s Report of even date to the Members of Century Plyboards India Limited on the consolidated financial statements
as of and for the year ended March 31,2021).
Report on the Internal Financial Controls under and plan and perform the audit to obtain reasonable assurance
Clause (i) of Sub-section 3 of Section 143 of the about whether adequate internal financial controls over
Companies Act, 2013 (“the Act”) financial reporting with reference to these consolidated financial
statements was established and maintained and if such controls
In conjunction with our audit of the consolidated financial
operated effectively in all material respects.
statements of the Holding Company, as of and for the year
ended March 31, 2021, we have audited the internal financial of Our audit involves performing procedures to obtain audit
266
CENTURY PLYBOARDS (INDIA) LIMITED (“the Holding Company”) evidence about the adequacy of the internal financial controls over
and its subsidiaries, which are companies incorporated in India, financial reporting system with reference to these consolidated
as of that date. financial statements and their operating effectiveness. Our
audit of internal financial controls over financial reporting with
Management’s responsibility for internal respect to these consolidated financial statements included
ANNUAL REPORT 2020-21
financial controls criteria established by the respective Companies We believe that the audit evidence we have obtained and the
considering the essential components of internal control stated audit evidence obtained by the other auditors in terms of their
in the Guidance Note on Audit of Internal Financial Controls report referred to in the other matters paragraph below, is
over Financial Reporting issued by the Institute of Chartered sufficient and appropriate to provide a basis for our audit opinion
Accountants of India (‘ICAI’). These responsibilities include the on the internal financial controls over financial reporting with
design, implementation and maintenance of adequate internal reference to theseconsolidated financial statements.
financial controls that were operating effectively for ensuring
the orderly and efficient conduct of its business, including Meaning of internal financial control over
adherence to company’s policies, the safeguarding of its assets, financial reporting with reference to consolidated
the prevention and detection of frauds and errors, the accuracy financial statements
and completeness of the accounting records, and the timely A company’s internal financial control over financial reporting
preparation of reliable financial information, as required under with reference to these consolidated financial statements is a
the Companies Act, 2013. process designed to provide reasonable assurance regarding the
reliability of financial reporting and the preparation of financial
Auditor’s responsibility
statements for external purposes in accordance with generally
Our responsibility is to express an opinion on the Holding accepted accounting principles. A company’s internal financial
Company and its Subsidiaries, which are Companies incorporated control with reference to these consolidated financial statements
in India, internal financial controls over financial reporting with includes those policies and procedures that (1) pertain to the
reference to these consolidated financial statements based maintenance of records that, in reasonable detail, accurately and
on our audit. We conducted our audit in accordance with the fairly reflect the transactions and dispositions of the assets of the
Guidance Note on Audit of Internal Financial Controls over company; (2) provide reasonable assurance that transactions
Financial Reporting (the “Guidance Note”) and the Standards on are recorded as necessary to permit preparation of financial
Auditing, issued by ICAI and prescribed under section 143(10) of statements in accordance with generally accepted accounting
the Companies Act, 2013, to the extent applicable to an audit principles, and that receipts and expenditures of the company
of internal financial controls and both issued by the Institute are being made only in accordance with authorizations of
of Chartered Accountants of India. Those Standards and the management and directors of the company; and (3) provide
Guidance Note require that we comply with ethical requirements
BOARD’S MANAGEMENT CORPORATE FINANCIAL
REPORTS DISCUSSION AND ANALYSIS GOVERNANCE STATEMENTS
CONSOLIDATED
reasonable assurance regarding prevention or timely detection internal financial controls over financial reporting with reference
of unauthorized acquisition, use, or disposition of the company’s to these consolidated financial statements were operating
assets that could have a material effect on the financial effectively as at 31st March 2021, based on the internal financial
statements. control over financial reporting criteria established by the
Holding Company considering the essential components of
Inherent limitation of internal financial control internal control stated in the Guidance Note on Audit of Internal
over financial reporting with reference to Financial Controls Over Financial Reporting issued by the Institute
consolidated financial statements of Chartered Accountants of India.
Because of the inherent limitations of internal financial
controlsover financial reporting with reference to these Other Matters
consolidated financial statements, including the possibility Our aforesaid reports under Section 143(3)(i) of the Act on
of collusion or improper management override of controls, the adequacy and operating effectiveness of the internal
material misstatements due to error or fraud may occur and not financial control over financial reporting with reference to
be detected. Also, projections of any evaluation of the internal these consolidated financial statements in so far as it relates to
financial controls over financial reporting with reference to these separate/consolidated financial statements of seven subsidiary
consolidated financial statements to future periods are subject to companies, which are companies incorporated in India, is based
267
Consolidated Balance Sheet as at 31st March, 2021
H in Lacs
NOTES 31st March,2021 31st March, 2020
A ASSETS
Non Current Assets
Property, Plant and Equipment 3 75,377.56 77,640.99
Capital Work-in-Progress 3 2,849.12 1,600.27
Investment Property 5 610.16 610.16
Goodwill 4 128.49 128.49
Intangible Assets 4 76.30 87.76
79,041.63 80,067.67
Financial Assets
Investments In Others 6 25.37 21.77
Loans and Advances 7 1,557.53 1,521.94
Deferred Tax Assets 9 4,211.26 5,782.21
Other non-current assets 10 2,092.19 2,273.49
7,886.35 9,599.41
Total Non Current Assets 86,927.98 89,667.08
268
Current Assets
Inventories 11 36,916.87 39,798.03
Financial Assets
Investments in Others 6 11,054.30 -
Trade Receivables 12 30,267.94 25,684.13
Cash and cash equivalents 13 2,581.85 2,138.30
Bank Balances other than above 13 6,501.97 337.17
ANNUAL REPORT 2020-21
Liabilities
Non Current Liabilities
Financial Liabilities
Borrowings 16 2,632.27 5,293.25
Lease Liabilities 1,458.34 2,127.43
Other non-current liabilities 18 204.75 232.98
Provisions 23 826.85 725.81
Deferred Tax Liability 9 11.64 47.52
Total Non Current Liabilities 5,133.85 8,426.99
Current Liabilities
Financial Liabilities
Borrowings 19 8,784.53 18,323.08
Lease Liabilities 861.78 573.51
Trade Payables
Dues to micro and small enterprises 20 739.82 458.03
Dues to others 20 20,145.26 14,696.84
Other Financial Liabilities 21 10,778.86 9,066.31
Contract Liability 21A 1,488.97 1,755.08
Other Current Liabilities 22 4,173.96 2,270.80
Provisions 23 721.23 710.70
Current tax liabilities 24 1,705.59 834.48
Total Current Liabilities 49,400.00 48,688.83
Total Liabilities 54,533.85 57,115.82
TOTAL EQUITY AND LIABILITIES 1,81,153.70 1,66,002.58
Significant Accounting Policies,Key Judgements, Estimates and Assumptions 2
The accompanying notes form an integral part of the Consolidated Financial Statements 3-53
Statement of Consolidated Profit and Loss for the year ended 31st March, 2021
H in Lacs
NOTES 2020-21 2019-20
INCOME
Revenue from Operations 25 2,13,036.13 2,31,702.84
Other Income 26 1,732.20 1,276.44
Total Income (I) 2,14,768.33 2,32,979.28
EXPENSES
Cost of Materials Consumed 27 82,869.59 93,731.77
Purchase of Stock-in-Trade 28 17,361.38 19,244.34
Changes in inventories of Finished Goods,Stock-in-Trade and Work-in-Progress 28 3,822.87 3,076.70
Employee Benefits Expense 29 33,155.63 35,848.08
Finance Cost 30 1,278.78 3,889.64
Depreciation and Amortisation Expense 31 6,865.08 7,631.07
Other Expenses 32 42,276.15 46,727.40
Impairment loss on Investment in Subsidiary (Refer Note No.49) - 5,108.44
Total Expenses 1,87,629.48 2,15,257.44
269
Earnings per equity share (nominal value of share H1/- (Previous Year H1/- ))
Basic and Diluted ( H ) 46 8.62 6.78
Significant Accounting Policies and Key Judgements, Estimates and Assumptions 2
The accompanying notes form an integral part of the Consolidated Financial Statements 3-53
Adjustments for :
(Increase)/Decrease in Trade Receivables (4,555.23) 3,889.55
(Increase)/Decrease in Inventories 2,881.16 4,995.25
(Increase)/Decrease in Financial Assets 154.82 510.29
(Increase)/Decrease in Other Assets 202.90 (95.44)
Increase/(Decrease) in Long Term Provisions 101.04 530.25
Increase/(Decrease) in Short Term Provisions (37.33) (341.52)
Increase/(Decrease) in Financial Liabilities (9.44) 369.26
CENTURY PLYBOARDS (INDIA) LIMITED
Consolidated Cash Flow Statement for the year ended 31st March, 2021
( H in lacs)
PARTICULARS 2020-21 2019-20
Net Cash Flow used in Financing Activities (14,010.64) (37,739.70)
Net Increase/(Decrease) in Cash and Cash Equivalents ( A + B + C) 443.55 (181.87)
Cash & Cash Equivalents - Opening Balance as on 1st April 2,138.30 2,320.17
Cash & Cash Equivalents - Closing Balance 2,581.85 2,138.30
The accompanying notes form an integral part of the Consolidated Financial Statements
Notes:
1 The above Cash Flow Statement has been prepared under the “Indirect Method” as set out in the Ind AS-7 on ‘Statement of Cash
Flow ‘
2 Reconciliation between opening and closing balance’s of liabilities arising from financing activities.
(H in Lacs)
271
Finance Cost 252.19 823.27 208.26
Interest & Other Borrowing Cost Paid (287.26) (784.90) (208.26)
Interest accrued but not due as at 31st March,2021 7.64 (33.45) -
Balance as at 31st March,2021 5,519.10 8,784.53 2,320.12
3 Previous year’s figures have been rearranged and/or regrouped, wherever necessary
For Singhi & Co. For and on behalf of the Board of Directors
Firm Registration No.- 302049E
Chartered Accountants Sajjan Bhajanka Sanjay Agarwal
Chairman & Managing Director CEO & Managing Director
Rajiv Singhi DIN:00246043 DIN:00246132
Partner
Membership No. 053518 Arun Kumar Julasaria Sundeep Jhunjhunwala
Place: Kolkata Chief Financial Officer Company Secretary
Date: 10th of June, 2021
CENTURY PLYBOARDS (INDIA) LIMITED ANNUAL REPORT 2020-21
272
Consolidated Statement of Changes in Equity for the year ended 31st March, 2021
A) Equity Share Capital
Nos. H in lacs
On 1st April ,2019* 22,21,72,990 2,225.27
Changes in equity share capital during the year - -
Balance at 31st March, 2020* 22,21,72,990 2,225.27
Changes in equity share capital during the year - -
Balance at 31st March,2021* 22,21,72,990 2,225.27
* Includes amount H3.54 lacs received on forfeited shares (FY 2001-02)
B) Other Equity
H in lacs
Particulars Reserves and Surplus Other Equity Non Total Equity
Securities Amalgamation Retained Capital General Capital Comrehensive attributable Controlling
Premium Reserve Earnings Redemption Reserve Reserve Income (OCI)- to owners of Interest
Reserve Reserve Foreign Currency the company
Translation
Reserve
Balance at 1st April, 2019 1,892.77 317.40 91,284.95 50.00 990.19 262.41 469.08 95,266.80 2,531.73 97,798.53
Profit for the year - - 15,058.15 - - - - 15,058.15 (2,529.61) 12,528.54
Other Comprehensive Income for the year, net of - - (34.52) - - - - (34.52) - (34.52)
tax
Final Dividend for the year 2018-19 - - (2,221.73) - - - - (2,221.73) - (2,221.73)
Tax on final dividend for the the year 2018-19 - - (456.68) - - - - (456.68) - (456.68)
Interim Dividend for the year 2019-20 - - (2,221.73) - - - - (2,221.73) - (2,221.73)
Tax on Interim dividend for the the year 2019-20 - - (456.68) - - - - (456.68) - (456.68)
Exchange difference in respect of Non integral - - - - - - 1,865.25 1,865.25 - 1,865.25
foreign operations
On acquisition of subsidiary during the year - - 36.88 - - - - 36.88 (176.37) (139.49)
Balance at 31st March, 2020 1,892.77 317.40 1,00,988.64 50.00 990.19 262.41 2,334.33 1,06,835.74 (174.25) 1,06,661.49
Adjustments
Profit for the year - - 19,146.74 - - - - 19,146.74 (24.90) 19,121.84
Other Comprehensive Income for the year, net of - - (27.74) - - - - (27.74) - (27.74)
tax
On acquisition of subsidiary during the year - - - - - - - - 78.77 78.77
Exchange difference in respect of Non integral - - - - - - (558.86) (558.86) - (558.86)
foreign operations
FCTR re-instatement - - - - - - (880.92) (880.92) - (880.92)
Balance at 31st March, 2021 1,892.77 317.40 1,20,107.64 50.00 990.19 262.41 894.55 1,24,514.96 (120.38) 1,24,394.58
The accompanying notes are an integral part of the Consolidated financial statements
As per our attached report of even date
For Singhi & Co. For and on behalf of the Board of Directors
Firm Registration No.- 302049E
Chartered Accountants Sajjan Bhajanka Sanjay Agarwal
Chairman & Managing Director CEO & Managing Director
Rajiv Singhi DIN:00246043 DIN:00246132
Partner
Membership No. 053518 Arun Kumar Julasaria Sundeep Jhunjhunwala
Place: Kolkata Chief Financial Officer Company Secretary
Date: 10th of June, 2021
BOARD’S MANAGEMENT CORPORATE FINANCIAL
REPORTS DISCUSSION AND ANALYSIS GOVERNANCE STATEMENTS
CONSOLIDATED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS as at and for the year ended 31st March, 2021
1. Corporate Information
The consolidated financial statements comprise financial statements of Century Plyboards (India) Limited (the Company) and its
subsidiaries (collectively, the Group) for the year ended 31st March, 2021. The Company is a public Company domiciled in India
and incorporated under the provisions of the Companies Act, 1956. Its shares are listed on National Stock Exchange of India
Ltd. and BSE Limited. The Company is primarily engaged in manufacturing and sale of Plywood, Laminates, Decorative Veneers,
Medium Density Fibber boards (MDF), Pre-laminated Boards, Particle Board and Flush Doors and providing Container Freight
Station services (CFS). The Company presently has manufacturing facilities near Kolkata, Karnal, Guwahati, Hoshiarpur, Kandla and
Chennai. Container Freight station is located near Kolkata port.
273
statements for much of the financial information they need.
• Definition of a Business – amendments to Ind AS 103- The amended definition of a business requires an acquisition to
include an input and a substantive process that together significantly contribute to the ability to create outputs. The definition
of the term ‘outputs’ is amended to focus on goods and services provided to customers, generating investment income and
other income, and it excludes returns in the form of lower costs and other economic benefits.
• COVID-19 related concessions – amendments to Ind AS 116- Amendments to Ind AS 116 Leases, provides a practical
expedient to apply rent concessions occurring as a direct consequence of the COVID-19 pandemic. Lessee that makes this
election shall account for any change in lease payments resulting from the rent concession the same way it would account
for the change applying this Standard if the change were not a lease modification.
• Interest Rate Benchmark Reform – amendments to Ind AS 109 and Ind AS 107- The amendments made to Ind AS 109
Financial Instruments, and Ind AS 107 Financial Instruments: Disclosures provide certain reliefs in relation to interest rate
benchmark reform. The reliefs relate to hedge accounting and have the effect that the reforms should not generally cause
hedge accounting to terminate. However, any hedge ineffectiveness should continue to be recorded in the income statement.
• Ind AS 10 (Events after the Reporting Period) - An amendment has been made by adding the disclosure for any non-
adjusting events.
• Ind AS 37 (Provisions, Contingent Liabilities and Contingent Assets) - An accounting of restructuring plans has been
substituted.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS as at and for the year ended 31st March, 2021
The amendments listed above did not have any impact on the amounts recognized in prior periods and are not expected to
significantly affect the current and future periods.
Group’s new accounting policy is described in paragraph “2.2” of Accounting Policy to the financial statements
The consolidated financial statements have been prepared on a historical cost basis, except for certain financial assets measured
at fair value as described in accounting policies regarding financial instruments.
The consolidated financial statements have been prepared under the historical cost convention on accrual basis except for
following assets and liabilities which have been measured at fair value:
• Financial instruments - Measured at fair value;
274
estimating the fair value of an asset or a liability, the group takes into account the characteristics of the asset or liability if market
participants would take those characteristics into account when pricing the asset or liability at the measurement date. Fair value
for measurement and/or disclosure purposes in the financial statement is determined on such a basis, except for share-based
payment transactions, leasing transactions and measurements that have some similarities to fair value but are not fair value, such
as net realisable value in Inventories or value in use in Impairment of Assets. The basis of fair valuation of these items are given as
part of their respective accounting policies.
In addition, for financial reporting purposes, fair value measurements are categorised into Level 1, 2 or 3 based on the degree to
which the inputs to the fair value measurements are observable and the significance of the inputs to the fair value measurement
in its entirety, which are described as follows:
CENTURY PLYBOARDS (INDIA) LIMITED
• Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities that the Company can access
at the measurement date;
• Level 2 inputs are inputs, other than quoted prices included within Level 1, that are observable for the asset or liability, either
directly or indirectly; and
• Level 3 inputs are unobservable inputs for the asset or liability.
The consolidated financial statements are presented in Indian Rupees which is the Functional Currency and all values are rounded
to nearest Lakhs with two decimal except when otherwise indicated.
Basis of Consolidation
The consolidated financial statements comprise the financial statements of the Company and its subsidiaries as at 31st March
2021. Control is achieved when the Group is exposed, or has rights, to variable returns from its involvement with the investee
and has the ability to affect those returns through its power over the investee. Specifically, the Group controls an investee if and
only if the Group has:
• Power over the investee (i.e. existing rights that give it the current ability to direct the relevant activities of the investee)
• Exposure, or rights, to variable returns from its involvement with the investee, and
• The ability to use its power over the investee to affect its returns
Consolidation of a subsidiary begins when the Group obtains control over the subsidiary and ceases when the Group loses
control of the subsidiary. Assets, liabilities, income and expenses of a subsidiary acquired or disposed off during the year are
included in the consolidated financial statements from the date the Group gains control until the date the Group ceases to
control the subsidiary.
Consolidated financial statements are prepared using uniform accounting policies for like transactions and other events in
similar circumstances. If a member of the group uses accounting policies other than those adopted in the consolidated financial
BOARD’S MANAGEMENT CORPORATE FINANCIAL
REPORTS DISCUSSION AND ANALYSIS GOVERNANCE STATEMENTS
CONSOLIDATED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS as at and for the year ended 31st March, 2021
statements for like transactions and events in similar circumstances, appropriate adjustments are made to that group member’s
financial statements in preparing the consolidated financial statements to ensure conformity with the group’s accounting policies.
The financial statements of all entities used for the purpose of consolidation are drawn up to same reporting date as that of
the parent company, i.e., year ended on 31st March. When the end of the reporting period of the parent is different from that
of a subsidiary, the subsidiary prepares, for consolidation purposes, additional financial information as on the same date as the
financial statements of the parent to enable the parent to consolidate the financial information of the subsidiary, unless it is
impracticable to do so.
Generally, there is a presumption that a majority of voting rights result in control. To support this presumption and when the Group
has less than a majority of the voting or similar rights of an investee, the Group considers all relevant facts and circumstances in
assessing whether it has power over an investee, including:
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(d) In case of foreign subsidiaries, being non-integral foreign operations, revenue items are translated at the average rates
prevailing during the period. Assets, liabilities and equity are translated at the closing rate. Any exchange difference arising
on translation is recognized in the “Foreign Currency Translation Reserve”.
Profit or loss and each component of other comprehensive income (OCI) are attributed to the equity holders of the parent of
the Group and to the non-controlling interests, even if this results in the non-controlling interests having a deficit balance. When
necessary, adjustments are made to the financial statements of subsidiaries to bring their accounting policies into line with the
Group’s accounting policies.
A change in the ownership interest of a subsidiary, without a loss of control, is accounted for as an equity transaction. If the Group
loses control over a subsidiary, it:
• De-recognises the assets (including any goodwill) and liabilities of the subsidiary.
• De-recognises the carrying amount of any non-controlling interests.
• De-recognises the cumulative translation differences recorded in equity.
• Recognises the fair value of the consideration received.
• Recognises the fair value of any investment retained.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS as at and for the year ended 31st March, 2021
When the Group acquires a business, it assesses the financial assets and liabilities assumed for appropriate classification and
designation in accordance with the contractual terms, economic circumstances and pertinent conditions as at the acquisition
date.
Goodwill is initially measured at cost, being the excess of the aggregate of the consideration transferred and the amount
ANNUAL REPORT 2020-21
recognised for non-controlling interests, and any previous interest held, over the net identifiable assets acquired and liabilities
assumed. If the fair value of the net assets acquired is in excess of the aggregate consideration transferred, the Group re-assesses
whether it has correctly identified all of the assets acquired and all of the liabilities assumed and reviews the procedures used
to measure the amounts to be recognised at the acquisition date. If the reassessment still results in an excess of the fair value of
net assets acquired over the aggregate consideration transferred, then the gain is recognised in OCI and accumulated in equity
as capital reserve. However, if there is no clear evidence of bargain purchase, the entity recognises the gain directly in equity as
capital reserve, without routing the same through OCI.
After initial recognition, goodwill is measured at cost less any accumulated impairment losses.
CENTURY PLYBOARDS (INDIA) LIMITED
b) Investment in Associates
An associate is an entity over which the Group has significant influence. Significant influence is the power to participate in the
financial and operating policy decisions of the investee, but is not control or joint control over those policies.
The Group’s investments in its associate are accounted for using the equity method. Under the equity method, the investment
in an associate is initially recognised at cost. The carrying amount of the investment is adjusted to recognise changes in the
Group’s share of net assets of the associate since the acquisition date. Goodwill relating to the associate is included in the carrying
amount of the investment and is not tested for impairment individually.
The statement of profit and loss reflects the Group’s share of the results of operations of the associate. Any change in OCI of those
investees is presented as part of the Group’s OCI. In addition, when there has been a change recognised directly in the equity of
the associate, the Group recognises its share of any changes, when applicable, in the statement of changes in equity. Unrealised
gains and losses resulting from transactions between the Group and the associate are eliminated to the extent of the interest in
the associate.
If an entity’s share of losses of an associate equals or exceeds its interest in the associate (which includes any long term interest
that, in substance, form part of the Group’s net investment in the associate ), the entity discontinues recognising its share of
further losses. Additional losses are recognised only to the extent that the Group has incurred legal or constructive obligations
or made payments on behalf of the associate or joint venture. If the associate subsequently reports profits, the entity resumes
recognising its share of those profits only after its share of the profits equals the share of losses not recognised.
The aggregate of the Group’s share of profit or loss of an associate is shown on the face of the statement of profit and loss.
The financial statements of the associate are prepared for the same reporting period as the Group. When necessary, adjustments
are made to bring the accounting policies in line with those of the Group.
After application of the equity method, the Group determines whether it is necessary to recognise an impairment loss on its
investment in its associate. At each reporting date, the Group determines whether there is objective evidence that the investment
in the associate is impaired. If there is such evidence, the Group calculates the amount of impairment as the difference between
BOARD’S MANAGEMENT CORPORATE FINANCIAL
REPORTS DISCUSSION AND ANALYSIS GOVERNANCE STATEMENTS
CONSOLIDATED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS as at and for the year ended 31st March, 2021
the recoverable amount of the associate and its carrying value, and then recognises the loss as ‘Share of profit of an associate’ in
the statement of profit or loss.
Upon loss of significant influence over the associate, the Group measures and recognises any retained investment at its fair value.
Any difference between the carrying amount of the associate upon loss of significant influence and the fair value of the retained
investment and proceeds from disposal is recognised in profit or loss.
c) Current versus Non-Current Classification
The Group presents assets and liabilities in the balance sheet based on current/ non-current classification. An asset is treated as
current when it is:
• Expected to be realised or intended to be sold or consumed in Group normal operating cycle.
• Held primarily for the purpose of trading.
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and CFS services. The Group recognizes revenue when it satisfies a performance obligation in accordance with the provisions
of contract with the customer. This is achieved when control of the product has been transferred to the customer, which is
generally determined when title, ownership, risk of obsolescence and loss pass to the customer and the Group has the present
right to payment, all of which occurs at a point in time upon shipment or delivery of the product. The Group considers shipping
and handling activities as costs to fulfil the promise to transfer the related products and the customer payments for shipping
and handling costs are recorded as a component of revenue. In certain customer contracts, shipping and handling services
are treated as a distinct separate performance obligation and the Company recognises revenue for such services when the
performance obligation is completed.
The Group considers the terms of the contract in determining the transaction price. The transaction price is based upon the
amount the entity expects to be entitled to in exchange for transferring of promised goods and services to the customer after
deducting incentive programs, included but not limited to discounts, volume rebates etc.
For incentives offered to customers/dealers, the Group makes estimates related to customer performance and sales volume to
determine the total amounts earned and to be recorded as deductions. The estimate is made in such a manner, which ensures
that it is highly probable that a significant reversal in the amount of cumulative revenue recognised will not occur. The actual
amounts may differ from these estimates and are accounted for prospectively. No element of significant financing is deemed
present as the sales are made with a credit term, which is consistent with market practice.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS as at and for the year ended 31st March, 2021
In case of related party transactions where related party meets the definition of customer (i.e. a party that has contracted with
the Company to obtain goods or services that are an output of the Company’s ordinary activity in exchange for consideration)
and the transactions are within the scope of the standard then the revenue is recognised based on the principles of Ind AS 115.
Export incentives and subsidies are recognized when there is reasonable assurance that the Group will comply with the conditions
and the incentive will be received.
Interest Income
For all debt instruments measured at amortised cost, interest income is recorded using the effective interest rate (EIR). EIR is the
rate that exactly discounts the estimated future cash payments or receipts over the expected life of the financial instrument or
a shorter period, where appropriate, to the gross carrying amount of the financial asset or to the amortised cost of a financial
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liability. Interest income is included in finance income in the statement of profit and loss.
Dividends
Revenue is recognised when the Group’s right to receive the payment is established, which is generally when shareholders
approve the dividend.
ANNUAL REPORT 2020-21
Insurance Claims
Insurance and other claims are accounted for as and when accepted.
e) Government Grants
Government grants are recognised where there is reasonable assurance that the grant will be received and all attached conditions
will be complied with. When the grant relates to an expense item, it is recognised as income on a systematic basis over the
periods that the related costs, for which it is intended to compensate, are expensed. When the grant relates to an asset, it is
recognised as income in equal amounts over the expected useful life of the related asset.
CENTURY PLYBOARDS (INDIA) LIMITED
When the Group receives grants of non-monetary assets, the asset and the grant are recorded at fair value amounts and released
to profit or loss over the expected useful life in a pattern of consumption of the benefit of the underlying asset i.e. by equal annual
instalments.
f) Taxes
Tax expense is the aggregate amount included in determination of profit or loss for the period in respect of current tax & deferred
tax.
Current Tax
Current tax assets and liabilities are measured at the amount expected to be recovered from or paid to the taxation authorities.
The tax rates and tax laws used to compute the amount are those that are enacted or substantively enacted, at the reporting
date.
Current tax relating to items recognised outside profit or loss is recognised outside profit or loss (either in other comprehensive
income or in equity). Management periodically evaluates positions taken in the tax returns with respect to situations in which
applicable tax regulations are subject to interpretation and establishes provisions where appropriate.
Deferred Tax
Deferred tax is provided using the liability method on temporary differences between the tax bases of assets and liabilities and
their carrying amounts for financial reporting purposes at the reporting date.
Deferred tax assets are recognised for all deductible temporary differences, the carry forward of unused tax credits (MAT Credit
Entitlement) and any unused tax losses. Deferred tax assets are recognised to the extent that it is probable that taxable profit will
be available against which the deductible temporary differences, and the carry forward of unused tax credits and unused tax
losses can be utilised.
The carrying amount of deferred tax assets is reviewed at each reporting date and reduced to the extent that it is no longer
probable that sufficient taxable profit will be available to allow all or part of the deferred tax asset to be utilised. Unrecognised
deferred tax assets are re-assessed at each reporting date and are recognised to the extent that it has become probable that
future taxable profits will allow the deferred tax asset to be recovered.
BOARD’S MANAGEMENT CORPORATE FINANCIAL
REPORTS DISCUSSION AND ANALYSIS GOVERNANCE STATEMENTS
CONSOLIDATED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS as at and for the year ended 31st March, 2021
Deferred tax assets and liabilities are measured at the tax rates that are expected to apply in the year when the asset is realised
or the liability is settled, based on tax rates (and tax laws) that have been enacted or substantively enacted at the reporting date.
Deferred tax relating to items recognised outside profit or loss is recognised outside profit or loss (either in other comprehensive
income or in equity). Deferred tax items are recognised in correlation to the underlying transaction either in OCI or directly in
equity.
Minimum alternate Tax (MAT) Credit is recognised as an asset only when and to the extent there is convincing evidence that
the Company will pay normal Income Tax during the specified period. In the year in which the MAT credit becomes eligible
to be recognised as an asset. The said asset is created by way of credit to Statement of Profit and Loss and shown as MAT
credit entitlement. The company reviews the same at each Balance Sheet date and writes down the carrying amount of MAT
entitlement to the extent there is no longer convincing evidence to the effect that Company will pay normal Income Tax during
the specified period.
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Office Equipment and Vehicle 5-8
Computers 3
An item of property, plant and equipment and any significant part initially recognised is derecognised upon disposal or when no
future economic benefits are expected from its use or disposal. Any gain or loss arising on de-recognition of the asset (calculated
as the difference between the net disposal proceeds and the carrying amount of the asset) is included in the income statement
when the asset is derecognised.
The residual values, useful lives and methods of depreciation of property, plant and equipment are reviewed at each financial
year end and adjusted prospectively, if appropriate.
h) Intangible Assets
Intangible assets acquired separately are measured on initial recognition at cost. Following initial recognition, intangible assets
are carried at cost less any accumulated amortisation and accumulated impairment loss, if any.
The Group has intangible assets with finite useful lives.
Intangible assets with finite lives are amortised over the useful economic life and assessed for impairment whenever there is an
indication that the intangible asset may be impaired. The amortisation period and the amortisation method for an intangible
asset with a finite useful life are reviewed at least at the end of each reporting period. Changes in the expected useful life or the
expected pattern of consumption of future economic benefits embodied in the asset are considered to modify the amortisation
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS as at and for the year ended 31st March, 2021
period or method, as appropriate, and are treated as changes in accounting estimates. The amortisation expense on intangible
assets with finite lives is recognised in the statement of profit and loss unless such expenditure forms part of carrying value of
another asset.
Gains or losses arising from de-recognition of an intangible asset are measured as the difference between the net disposal
proceeds and the carrying amount of the asset and are recognised in the statement of profit or loss when the asset is derecognised.
Intangible assets (Computer Software) are amortised on a Straight Line method over a period of 3 years.
i) Investment Property
Investment properties are measured initially at cost, including transaction costs. Subsequent to initial recognition, investment
280
properties are stated at cost less accumulated depreciation and accumulated impairment loss, if any.
All other repair and maintenance costs are recognised in profit or loss as incurred.
Investment properties are derecognised either when they have been disposed of or when they are permanently withdrawn from
use and no future economic benefit is expected from their disposal. The difference between the net disposal proceeds and the
carrying amount of the asset is recognised in profit or loss in the period of de-recognition.
ANNUAL REPORT 2020-21
j) Borrowing Costs
Borrowing costs directly attributable to the acquisition, construction or production of an asset that necessarily takes a substantial
period of time to get ready for its intended use or sale are capitalised as part of the cost of the asset. All other borrowing costs are
expensed in the period in which they occur. Borrowing costs consist of interest and other costs that an entity incurs in connection
with the borrowing of funds. Borrowing cost also includes exchange differences to the extent regarded as an adjustment to the
borrowing costs.
k) Leases
CENTURY PLYBOARDS (INDIA) LIMITED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS as at and for the year ended 31st March, 2021
• The amount expected to be payable by the lessee under residual value guarantees;
• The exercise price of purchase options, if the lessee is reasonably certain to exercise the options; and
• Payments of penalties for terminating the lease, if the lease term reflects the exercise of an option to terminate the lease.
The lease liability is presented as a separate line in the Balance Sheet.
The lease liability is subsequently measured by increasing the carrying amount to reflect interest on the lease liability (using the
effective interest method) and by reducing the carrying amount to reflect the lease payments made.
The group remeasures the lease liability (and makes a corresponding adjustment to the related right-of-use asset) whenever:
• The lease term has changed or there is a change in the assessment of exercise of a purchase option, in which case the lease
liability is remeasured by discounting the revised lease payments using a revised discount rate.
281
not available between the two components, and instead account for any lease and associated non-lease components as a single
arrangement. The group has used this practical expedient.
Extension and termination options are included in many of the leases. In determining the lease term the management considers
all facts and circumstances that create an economic incentive to exercise an extension option, or not exercise a termination
option.
l) Inventories
Inventories are valued at the lower of cost and net realisable value.
Costs incurred in bringing each product to its present location and conditions are accounted for as follows:
(i) Raw materials, Stores and Spares: These are valued at lower of cost and net realisable value. However, material and other
items held for use in production of inventories are not written down below cost if the finished products in which they
will be incorporated are expected to be sold at or above cost. Cost includes cost of purchase and other costs incurred in
bringing the inventories to their present location and condition. Cost is determined on weighted average basis.
(ii) Finished goods and work in progress: These are valued at lower of cost and net realisable value. Cost includes cost of
direct materials and labour and a proportion of manufacturing overheads based on the normal operating capacity. Cost is
determined on weighted average basis.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS as at and for the year ended 31st March, 2021
(iii) Traded goods: These are valued at lower of cost and net realisable value. Cost includes cost of purchase and other costs
incurred in bringing the inventories to their present location and condition. Cost is determined on weighted average basis.
Net realisable value is the estimated selling price in the ordinary course of business, less estimated costs of completion and the
estimated costs necessary to make the sale.
m) Impairment of Non-Financial Assets
The Group assesses, at each reporting date, whether there is an indication that an asset may be impaired. If any indication exists,
or when annual impairment testing for an asset is required, the Group estimates the asset’s recoverable amount. An asset’s
recoverable amount is the higher of an asset’s or cash-generating unit’s (CGU) fair value less costs of disposal and its value in
use. Recoverable amount is determined for an individual asset, unless the asset does not generate cash inflows that are largely
282
independent of those from other assets or groups of assets. When the carrying amount of an asset or CGU exceeds its recoverable
amount, the asset is considered impaired and is written down to its recoverable amount. Non-financial assets that suffered
impairment are reviewed for possible reversal of the impairment at the end of each reporting period.
n) Retirement and Other Employee Benefits
ANNUAL REPORT 2020-21
Retirement benefit in the form of Provident Fund is a defined contribution scheme and the group recognizes contribution
payable to the provident fund scheme as expenditure when an employee renders the related service.
The Group has no obligations other than the contribution payable to the respective funds.
Gratuity liability, being a defined benefit obligation, is provided for on the basis of an actuarial valuation on projected unit credit
method made at the end of each financial year.
Short term compensated absences are provided for based on estimates.
The Group treats accumulated leaves expected to be carried forward beyond twelve months as long term employee benefit
CENTURY PLYBOARDS (INDIA) LIMITED
for measurement purposes. Such long term compensated absences are provided for based on the actuarial valuation using
the projected unit credit method at the end of each financial year. The Group does not have an unconditional right to defer the
settlement for the period beyond 12 months and accordingly entire leave liability is shown as current liability.
Re-measurements, comprising of actuarial gains and losses, the effect of the asset ceiling, excluding amounts included in net
interest on the net defined benefit liability and the return on plan assets (excluding amounts included in net interest on the net
defined benefit liability), are recognised immediately in Other Comprehensive Income in the period in which they occur. Re-
measurements are not reclassified to the statement of profit or loss in subsequent periods.
o) Foreign Currency Translation
The Group’s consolidated financial statements are presented in INR, which is also the parent company’s functional currency.
For each entity the Group determines the functional currency and items included in the financial statements of each entity
are measured using that functional currency. The Group uses the direct method of consolidation and on disposal of a foreign
operation the gain or loss that is reclassified to profit or loss reflects the amount that arises from using this method.
Transactions in foreign currencies are initially recorded in reporting currency by the Group at spot rates at the date the transaction
first qualifies for recognition.
Monetary assets and liabilities denominated in foreign currencies are translated at the functional currency spot rates of exchange
at the reporting date. Exchange differences arising on settlement or translation of monetary items are recognised in profit and
loss.
Non-monetary items that are measured in terms of historical cost in a foreign currency are translated using the exchange rates
at the dates of the initial transactions. Non-monetary items measured at fair value in a foreign currency are translated using
the exchange rates at the date when the fair value is determined. The gain or loss arising on translation of non-monetary items
measured at fair value is treated in line with the recognition of the gain or loss on the change in fair value of the item (i.e.,
translation differences on items whose fair value gain or loss is recognised in OCI or profit or loss are also recognised in OCI or
profit and loss, respectively).
BOARD’S MANAGEMENT CORPORATE FINANCIAL
REPORTS DISCUSSION AND ANALYSIS GOVERNANCE STATEMENTS
CONSOLIDATED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS as at and for the year ended 31st March, 2021
On consolidation of subsidiaries, the assets and liabilities of foreign operations are translated into INR at the rate of exchange
prevailing at the reporting date and their statements of profit or loss are translated at exchange rates prevailing at the dates of
the transactions. For practical reasons, the group uses an average rate to translate income and expense items, if the average
rate approximates the exchange rates at the dates of the transactions. The exchange differences arising on translation for
consolidation are recognised in OCI. On disposal of a foreign operation, the component of OCI relating to that particular foreign
operation is recognised in profit or loss.
p) Financial Instruments
A financial instrument is any contract that gives rise to a financial asset of one entity and a financial liability or equity instrument
of another entity.
Financial Assets
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acquisition and fees or costs that are an integral part of the EIR. The EIR amortisation is included in finance income
in the profit or loss. The losses arising from impairment are recognised in the profit or loss. This category generally
applies to trade receivables, cash and bank balances, loans and other financial assets of the Group.
(b) Equity instruments at fair value through profit or loss (FVTPL)
All equity investments in scope of Ind AS 109 are measured at fair value except equity investments in subsidiaries
which are measured at cost as per Ind AS 27. For equity instruments, the Group may make an irrevocable election to
present in other comprehensive income subsequent changes in the fair value. The Group makes such election on an
instrument-by-instrument basis. The classification is made on initial recognition and is irrevocable.
If the Group decides to classify an equity instrument as at Fair Value through Other Comprehensive Income
(“FVTOCI”), then all fair value changes on the instrument, excluding dividends, are recognized in the OCI. There is
no recycling of the amounts from OCI to P&L, even on sale of investment. However, the Group may transfer the
cumulative gain or loss within equity.
Equity instruments included within the FVTPL category are measured at fair value with all changes recognized in
the P&L.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS as at and for the year ended 31st March, 2021
(iii) De-recognition
A financial asset (or, where applicable, a part of a financial asset) is primarily derecognised (i.e. removed from the Group’s
balance sheet) when the rights to receive cash flows from the asset have expired.
(iv) Impairment of Financial Assets
In accordance with Ind AS 109, the Group applies expected credit loss (ECL) model for measurement and recognition of
impairment loss on the Trade receivables or any contractual right to receive cash or another financial asset that result from
transactions that are within the scope of Ind AS 11 and Ind AS 18.
The Group follows ‘simplified approach’ for recognition of impairment loss allowance on trade receivables.
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The application of simplified approach does not require the Group to track changes in credit risk. Rather, it recognises
impairment loss allowance based on lifetime ECLs at each reporting date, right from its initial recognition.
As a practical expedient, the Group uses historically observed default rates over the expected life of the trade receivables
and is adjusted for forward-looking estimates to determine impairment loss allowance on portfolio of its trade receivables.
ANNUAL REPORT 2020-21
Financial Liabilities
(i) Initial Recognition and Measurement
Financial liabilities are classified, at initial recognition, as financial liabilities at fair value through profit or loss, loans
and borrowings or payables.
All financial liabilities are recognised initially at fair value and, in the case of loans and borrowings and payables, net
of directly attributable transaction costs.
The Group’s financial liabilities include trade and other payables, loans and borrowings including bank overdrafts.
CENTURY PLYBOARDS (INDIA) LIMITED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS as at and for the year ended 31st March, 2021
285
The Group’s operating business segments are organized and managed separately according to the nature of products and
services provided, with each segment representing a strategic business unit that offers different products and serves different
markets. The analysis of geographical segments is based on the areas in which major operating divisions of the group operate.
v) Provisions
Provisions are recognised when the Group has a present obligation (legal or constructive) as a result of a past event, it is probable
that an outflow of resources embodying economic benefits will be required to settle the obligation and a reliable estimate can be
made of the amount of the obligation. When the Group expects some or all of a provision to be reimbursed, the reimbursement
is recognised as a separate asset, but only when the reimbursement is virtually certain. The expense relating to a provision is
presented in the statement of profit and loss net of any reimbursement.
w) Contingent Liabilities
A contingent liability is a possible obligation that arises from past events whose existence will be confirmed by the occurrence
or non-occurrence of one or more uncertain future events beyond the control of the Group or a present obligation that is not
recognized because it is not probable that an outflow of resources will be required to settle the obligation. The Group does not
recognize a contingent liability but discloses its existence in the financial statements.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS as at and for the year ended 31st March, 2021
CGU is usually the individual plant, unless the asset or asset group is an integral part of a value chain where no independent
prices for the intermediate products exist, a group of plants is combined and managed to serve a common market, or where
circumstances otherwise indicate significant interdependencies.
In accordance with Ind AS 36, goodwill and certain intangible assets are reviewed at least annually for impairment. If a loss
in value is indicated, the recoverable amount is estimated as the higher of the CGU’s fair value less cost to sell, or its value in
ANNUAL REPORT 2020-21
use. Directly observable market prices rarely exist for the group’s assets, however, fair value may be estimated based on recent
transactions on comparable assets, internal models used by the group for transactions involving the same type of assets or
other relevant information. Calculation of value in use is a discounted cash flow calculation based on continued use of the
assets in its present condition, excluding potential exploitation of improvement or expansion potential.
Determination of the recoverable amount involves management estimates on highly uncertain matters, such as commodity
prices and their impact on markets and prices for upgraded products, development in demand, inflation, operating expenses
and tax and legal systems. The group uses internal business plans, quoted market prices and the group’s best estimate of
commodity prices, currency rates, discount rates and other relevant information. The group does not include a general growth
CENTURY PLYBOARDS (INDIA) LIMITED
factor to volumes or cash flows for the purpose of impairment tests, however, cash flows are generally increased by expected
inflation and market recovery towards previously observed volumes.
b. Defined Benefit Plans
The cost of the employment benefits such as gratuity, leave and provident fund obligation are determined using actuarial
valuations. An actuarial valuation involves making various assumptions that may differ from actual developments in the future.
These include the determination of the discount rate, future salary increases and mortality rates. Due to the complexities
involved in the valuation and its long-term nature, a defined benefit obligation is highly sensitive to changes in these
assumptions. All assumptions are reviewed at each reporting date.
The parameter most subject to change is the discount rate. In determining the appropriate discount rate for plans operated
in India, the management considers the interest rates of government bonds.
The mortality rate is based on publicly available mortality tables for the specific countries. Those mortality tables tend to
change only at interval in response to demographic changes. Future salary increases and gratuity increases are based on
expected future inflation rates.
Further details about gratuity obligations are given in Note No. 34
c. Environmental liabilities and Asset Retirement Obligation (ARO) – Estimation of environmental liabilities and ARO require
interpretation of scientific and legal data, in addition to assumptions about probability and future costs.
d. Taxes – The group calculates income tax expense based on reported income. Deferred income tax expense is calculated
based on the differences between the carrying value of assets and liabilities for financial reporting purposes and their
respective tax basis that are considered temporary in nature. Valuation of deferred tax assets is dependent on management’s
assessment of future recoverability of the deferred benefit. Expected recoverability may result from expected taxable income
in the future, planned transactions or planned tax optimizing measures. Economic conditions may change and lead to a
different conclusion regarding recoverability.
BOARD’S MANAGEMENT CORPORATE FINANCIAL
REPORTS DISCUSSION AND ANALYSIS GOVERNANCE STATEMENTS
CONSOLIDATED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS as at and for the year ended 31st March, 2021
e. Classification of leases – The group enters into leasing arrangements for various assets. The classification of the leasing
arrangement as a finance lease or operating lease is based on an assessment of several factors, including, but not limited to,
transfer of ownership of leased asset at end of lease term, lessee’s option to purchase and estimated certainty of exercise of
such option, proportion of lease term to the asset’s economic life, proportion of present value of minimum lease payments to
fair value of leased asset and extent of specialized nature of the leased asset.
f. Useful lives of depreciable/ amortisable assets (tangible and intangible) - Management reviews its estimate of the useful
lives of depreciable/ amortisable assets at each reporting date, based on the expected utility of the assets. Uncertainties in
these estimates relate to technical and economic obsolescence that may change the utility of certain software, customer
relationships, IT equipment and other plant and equipment
g. Expected Credit Loss Model - The group applies expected credit loss (ECL) model for measurement and recognition of
impairment loss on the Financial Assets. The group follows ‘simplified approach’ for recognition of impairment loss allowance
287
financial statements and the group will continue to closely monitor any material changes to future economic conditions.
2.4 New Standards / Amendments to Existing Standard/ New Pronouncement issued but not yet effective upto
the date of issuance of the Company’s Financial Statement:
On March 24, 2021, the Ministry of Corporate Affairs (“MCA”) through notification amended Schedule III of the Companies Act,
2013. The amendments revise Division I, II and III of Schedule III and are applicable from April 1, 2021. Key amendments relating
to Division II which relate to companies whose financial statements are required to comply with Companies (Indian Accounting
Standards) Rules 2015 are:
Rounding Off: For the purpose of rounding off the figures appearing in the Financial Statements for financial year ending 31.03.2022
the total income of the Group shall be considered instead of Turnover.
Additional Disclosure in Notes to Balance Sheet:
• Shareholding of Promoter: The note on Share Capital in the Financial Statements shall mention details of the Shareholding of
the Promotes along with changes, if any, during the Financial Year.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS as at and for the year ended 31st March, 2021
• Lease liabilities should be separately disclosed under the head ‘financial liabilities’, duly distinguished as current or non-current.
• Current maturities of Long-term borrowings shall be disclosed separately under the heading Short Term Borrowing.
• Security Deposits to be shown under the head of Other Non-Current Assets instead of Long term Loan & Advances.
• Certain additional disclosures in the statement of changes in equity such as changes in equity share capital due to prior period
errors and restated balances at the beginning of the current reporting period.
• Specific disclosure for title deeds of Immovable Property not held in name of the Company and disclosure on revaluation of
Assets
• Specified format for ageing schedule of trade receivables, trade payables, capital work-in-progress and intangible asset under
288
development.
• Specific disclosure under ‘additional regulatory requirement’ such as compliance with approved schemes of arrangements,
compliance with number of layers of companies, title deeds of immovable property not held in name of company, loans and
advances to promoters, directors, key managerial personnel (KMP) and related parties, details of benami property held etc.
ANNUAL REPORT 2020-21
• If a company has not used funds for the specific purpose for which it was borrowed from banks and financial institutions, then
disclosure of details of where it has been used.
• Ratios-Following Ratios to be disclosed: - (a) Current Ratio, (b) Debt-Equity Ratio, (c) Debt Service Coverage Ratio, (d) Return on
Equity Ratio, (e) Inventory turnover ratio, (f ) Trade Receivables turnover ratio, (g) Trade payables turnover ratio, (h) Net capital
turnover ratio, (i) Net profit ratio, (j) Return on Capital employed, (k) Return on investment
• Specific Disclosure Borrowing & Wilful Defaulter
Additional Disclosure in Notes to Profit & Loss Account:
CENTURY PLYBOARDS (INDIA) LIMITED
• Additional disclosures relating to Corporate Social Responsibility (CSR), undisclosed income and crypto or virtual currency
specified under the head ‘additional information’ in the notes forming part of the standalone financial statements.
The amendments are extensive and the Group will evaluate the same to give effect to them as required by law.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS as at and for the year ended 31st March, 2021
Computer Softwares 403.05 12.38 0.20 - 415.23 315.29 23.73 0.09 - 338.93 76.30 87.76
B Goodwill 128.49 - - - 128.49 - - - - - 128.49 128.49
Notes :
a) Vehicles Includes taken against vehicle loan written down Value H699.38 Lacs (H950.90 Lacs ) [Refer Note No.16].
GOVERNANCE
CORPORATE
b) Contractual commitments for acquisition of Property,Plant & Equipments is disclosed in Refer Note No. 34 (i)
c) For assets pledged against borrowings Refer Note No.:16 & 19
CONSOLIDATED
STATEMENTS
FINANCIAL
5. Investment Property
H in lacs
Particular Amount
Opening balance at 1st April, 2019 610.16
Addition -
Closing balance at 31st March, 2020 610.16
Addition -
Closing balance at 31st March, 2021 610.16
H in lacs
290
These valuations are based on valuations performed by Mr. Parameswar Sharma, an accredited independent valuer holding recognised
and relevant professional qualification and has recent experience in the location and category of the investment property being valued.
6. INVESTMENTS
H in lacs
Particular Face Value No. of Shares / Units As at As at
per share 31st March 2021 31st March 2020
Non-Current Investments
CENTURY PLYBOARDS (INDIA) LIMITED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS as at and for the year ended 31st March, 2021
291
Deferred Tax Assets 4,211.26 5,782.21
(iii) Deferred Tax Liability
Plant Property and Equipment: Impact of difference between tax depreciation 11.64 47.52
and depreciation/ amortisation charged for the financial reporting
Deferred Tax Liability 11.64 47.52
(iv) Deferred Tax (Net) (Recognised in Total Comprehensive Income)
a) Impact of expenditure charged to the Statement of Profit and Loss in the 45.00 65.86
current year but allowed for tax purposes on payment basis
b) Plant Property and Equipment: Impact of difference between tax (408.48) (365.96)
depreciation and depreciation/ amortisation charged for the financial
reporting
(363.48) (300.10)
* The management is certain that there will be sufficient taxable profit to utilise the MAT credit recognised in the books of accounts.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS as at and for the year ended 31st March, 2021
payment basis
Property, Plant & Equipment: (1,965.93) (434.49) - (2,400.42) - (444.36) - (2,844.78)
Impact of difference between
tax depreciation and
depreciation/ amortisation
ANNUAL REPORT 2020-21
(vii) The Taxation Law (Amendments) Act 2019, in India provides an option to domestic companies to pay income-tax at a lower rate
of 22% (plus applicable surcharge and cess) instead of the normal rate of 30% (plus applicable surcharge and cess) depending
on the conditions specified in this behalf under section 115 BAA of the Income Tax Act, 1961. A domestic company can avail of
the lower tax rate only if it opts for not availing of certain exemptions or incentives specified in this behalf in the Act. There is no
time limit prescribed under the above to choose the option of lower tax rate under section 115BAA, however, once chosen it is
irreversible. The Company has made an assessment of the impact of Act and decided to continue with the existing tax structure
until the utilisation of MAT credit entitlement and tax incentives available to the Company. In compliance with the accounting
standards, the Company has evaluated the outstanding deferred tax liability and written back an amount of H106.46 (H759.00) lacs
to the statement of profit and loss accounts on account of re-measurement of deferred tax liability that is expected to reverse in
future when the Company would migrate to the new tax regime.
(viii) The Group has reviewed its income tax treatments in order to determine whether they could have an impact on the financial
statements and concluded that it has no material impact on the Company’s financial statements. As a practice, where the
interpretation of income tax law is not clear, management relies on the some or all of the following factors to determine the
probability of its acceptance by the tax authority: • Strength of technical and judicial argument and clarity of the legislation;
• Past experience related to similar tax treatments in its own case; • Legal and professional advice or case law related to other
entities. After analysing above factors for each of such uncertain tax treatments, where the Company expects that the probability
to sustain its position on ultimate resolution of such uncertain tax treatment is remote, the Company ensures that such uncertain
tax positions are adequately provided for in the Company’s financial Statements.
BOARD’S MANAGEMENT CORPORATE FINANCIAL
REPORTS DISCUSSION AND ANALYSIS GOVERNANCE STATEMENTS
CONSOLIDATED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS as at and for the year ended 31st March, 2021
11. Inventories
H in Lacs
NOTES 31st March, 2021 31st March, 2020
(At Lower of Cost or Net Realisable Value)
Raw Materials 27 17,345.38 16,672.96
Work-in-Progress 28 3,226.48 4,141.39
Stock in Trade 28 3,332.28 2,421.13
Finished Goods 28 9,314.47 13,133.58
Stores & Spares Parts, etc 3,698.26 3,428.97
293
charged to the Statement of Profit and Loss on account of damage and
slow moving inventory.
50,000 (50,000 as at 31st March, 2020) Preference Shares of H100/- each 50.00 50.00
Total 6,705.00 6,705.00
Issued
22,35,52,990 (22,35,52,990 as at 31st March,2020) Equity Shares of H1/- each 2,235.53 2,235.53
Total 2,235.53 2,235.53
Subscribed and Paid up
22,21,72,990 (22,21,72,990 as at 31st March, 2020) Equity Shares of H1/- each 2,221.73 2,221.73
Add: Amount received on forfeited shares(FY 2001-02) 3.54 3.54
Total 2,225.27 2,225.27
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS as at and for the year ended 31st March, 2021
As per records of the Company, including its register of members as at 31st March, 2021, the above shareholding represents legal
ownerships of shares.
f ) There are NIL(Previous year NIL) shares reserved for issue under option and contracts/commitment for the sale of shares/
disinvestment.
g) During the period of five years immediately preceding the reporting date:
i. No shares were issued for consideration other than cash
ii. No bonus shares were issued
iii. No shares were bought back
295
Capital Reserve 262.41 262.41
Amalgamation Reserve 317.40 317.40
Securities Premium Reserve 1,892.77 1,892.77
Foreign Currency Translation Reserve
Balance as per the last Financial Statements 2,334.33 469.08
FCTR re-instatement (880.92)
Add:Exchnage difference in respect of Non integral foreign operations (558.86) 1,865.25
Foreign Currency Translation Reserve 894.55 2,334.33
General Reserve 990.19 990.19
Capital Redemption Reserve 50.00 50.00
Total 4,407.32 5,847.10
Retained Earnings
Balance at the beginning of the year 1,00,988.64 91,284.95
Other Comprehensive Income arising from remeasurement of defined benefit (27.74) (34.52)
obligation (net of tax)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS as at and for the year ended 31st March, 2021
Amalgamation Reserve:- This reserve was created on amalgamation of Shyam Century Ferrous Limited with the company during the
ANNUAL REPORT 2020-21
Capital Redemption Reserve:- This reserve was created for redemption of preference shares by company in FY 2012-2013.
Notes:-
(a) Foreign currency term loan of H3091.93 Lacs ( 31st March 2020 : H4757.17) carries interest @6 months LIBOR + 1.30% p.a (31st
March 2020 @6 months LIBOR + 1.30% p.a.). The loan is repayable in 16 unequal quarterly installments by 31st March 2023 and
is secured/to be secured by 1st charge on all the fixed assets pertaining to the Plywood Unit at Bishnupur, West Bengal on pari
passu basis with other term lenders.
(b) Foreign currency term loan of H1929.38 Lacs ( 31st March, 2020 : H3109.30 lacs) carries interest @ 6 Months LIBOR + 1.25% p.a.
( 31st March 2020 @ 6 Months LIBOR + 1.25% p.a.). The Loan is repayable in 16 equal quarterly instalments commencing from
BOARD’S MANAGEMENT CORPORATE FINANCIAL
REPORTS DISCUSSION AND ANALYSIS GOVERNANCE STATEMENTS
CONSOLIDATED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS as at and for the year ended 31st March, 2021
The deferred revenue relates to the asset related government grant received in earlier years, the same has been accounted for as
deferred revenue and proportionately recognised in Statement of Profit and Loss.
297
H in Lacs
31st March, 2021 31st March, 2020
Loans repayable on demand
Cash Credit from banks (Secured) 2,280.73 1,738.02
Others
- From a Director - 5,352.38
- From Bodies Corporate (Unsecured) - 4,295.29
Other Loans and advances
Buyers Credit from banks (Secured)
- For Raw Materials 1,503.80 3,242.39
Packing Credit (Secured) 5,000.00 3,695.00
Total 8,784.53 18,323.08
Notes:-
a) Cash Credit and Buyer’s Credit from banks amounting to H2,271.35 lacs (31st March, 2020 : H4,980.41 lacs ) are secured by way of
first charge on current assets (both present and future) of the company.
b) The cash credit is repayable on demand and carries interest @ 7.05% to 8.35% (31st March,2020 : 8.25% to 9.85% ) p.a.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS as at and for the year ended 31st March, 2021
Trade payables and acceptances are non-interest bearing and are normally settled on 30 day terms.
For terms and conditions with related parties, Refer Note No. 41
ANNUAL REPORT 2020-21
Unpaid Dividend (To be deposited in Investor Education and Protection Fund as and 26.09 26.90
when due)
Capital Creditors 586.16 389.17
Current Maturiteis of Other Current Financial Liabilities (Refer Note No.17) 1,745.59 1,726.80
Employee related liabilities 5,407.96 3,695.52
Total 10,778.86 9,066.31
* Includes H1425.10 lacs ( H1425.10 lacs ) net of payments pertaining to Entry tax on entry of certain goods into a local area of the state
of West Bengal.
The Company has challenged the legal validity of levy of the Entry Tax before Calcutta High Court. The High Court has subsequently
transferred the matter to the West Bengal Taxation Tribunal.
BOARD’S MANAGEMENT CORPORATE FINANCIAL
REPORTS DISCUSSION AND ANALYSIS GOVERNANCE STATEMENTS
CONSOLIDATED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS as at and for the year ended 31st March, 2021
23. Provisions
H in Lacs
Non Current Current
31st March, 31st March, 31st March, 31st March,
2021 2020 2021 2020
Provision for Employee Benefits
Gratuity 821.77 725.81 2.48 -
Leave Encashment 5.08 - 718.75 710.70
Total 826.85 725.81 721.23 710.70
299
Laminates 41,009.63 45,454.63
Pre-Laminated Particle Boards 5,942.93 6,676.89
Veneer 5,938.87 9,864.67
Particle Board 2,617.61 3,076.72
Medium Density Fibre Board 35,723.45 35,220.72
Agri Products 794.66 574.12
Phenol 134.75 751.76
Others 3,817.00 3,551.14
Total 2,03,721.03 2,21,703.91
Details of Income from Services
Container Freight Station Services 8,224.73 8,625.61
Other Services - 5.39
Total 8,224.73 8,631.00
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS as at and for the year ended 31st March, 2021
a) The Company satisfies its performance obligation on shipment/delivery as per terms of contract.
b) The contract does not have any financing component.
2020-21 2019-20
Interest Income from financial assets at amortised cost 88.89 119.03
Insurance and Other Claims 28.95 30.03
Unspent/Unclaimed liabilities written back 652.20 99.36
Profit on Plant Property and Equipment Sold /Discarded 215.03 512.05
Bad Debts Recovered - 0.61
Foreign Exchange Fluctuations (Net) 595.55 204.75
Net gain on sale of Investments carried at FVTPL 80.69 110.28
CENTURY PLYBOARDS (INDIA) LIMITED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS as at and for the year ended 31st March, 2021
301
Veneer 1,016.23 377.48
Others 632.75 570.33
Total 3,332.28 2,421.13
Finished Goods at the end of the year
Plywood and Block board 2,175.37 4,199.71
Laminates 3,096.92 3,351.54
Pre-Laminated Particle Boards 7.86 1.36
Medium Density Fibre board 1,249.50 2,126.65
Veneer 2,784.82 3,454.32
Total 9,314.47 13,133.58
Work-in-Progress at the end of the year
Plywood and Block board 1,851.72 2,622.51
Laminates 996.77 994.08
Medium Density Fibre Board 159.02 148.70
Pre-Laminated Particle Boards 218.97 376.10
Total 3,226.48 4,141.39
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS as at and for the year ended 31st March, 2021
H in Lacs
2020-21 2019-20
Interest Expenses 1,238.14 2,976.69
Exchange difference to the extent considered as an adjustment to borrowing costs (58.59) 789.87
Other Borrowing cost 99.23 123.08
ANNUAL REPORT 2020-21
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS as at and for the year ended 31st March, 2021
303
Total Expense 522.89 527.69
IV. Change in the Fair Value of Plan Assets during the year
H in Lacs
31st March, 2021 31st March, 2020
1. Plan assets at the beginning of the year 3386.30 2912.19
2. Interest Income 233.72 233.29
304
V. In 2021-22 the Group expects to contribute H452.72 Lacs (2019-20: H453.37 Lacs) to gratuity.
VI. The Major Categories of Plan Assets as a Percentage of the Fair Value of Total Plan Assets
31st March, 2021 31st March, 2020
Investments with insurer 100% 100%
VIII. The estimates of future salary increases considered in actuarial valuation, take account of inflation, seniority, promotion and other
relevant factors, such as supply and demand in the employment market.
IX. Contribution to Provident and Other Funds includes H1,151.95 lacs (2019-20 - H1,290.31 lacs) paid towards Defined Contribution
Plans
X. A quantitative sensitivity analysis for significant assumption is as shown below:
H in Lacs
Assumptions 31st March, 2021 31st March, 2020
Discount Rate Discount Rate
Sensitivity level 1% increase 1% decrease 1% increase 1% decrease
Impact on Gratuity (295.01) 335.70 (325.64) 377.70
H in Lacs
Assumptions 31st March, 2021 31st March, 2020
Future Salary Increase Future Salary Increase
Sensitivity level 1% increase 1% decrease 1% increase 1% decrease
Impact on Gratuity 329.29 (295.38) 372.45 (295.18)
BOARD’S MANAGEMENT CORPORATE FINANCIAL
REPORTS DISCUSSION AND ANALYSIS GOVERNANCE STATEMENTS
CONSOLIDATED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS as at and for the year ended 31st March, 2021
Sensitivities due to mortality are not material and hence impact of change is not calculated.
The sensitivity analyses above have been determined based on a method that extrapolates the impact on defined benefit
obligation as a result of reasonable changes in key assumptions occurring at the end of the reporting period.
305
H in Lacs
As on As on
31st March, 2021 31st March, 2020
Demands / Claims by various Government Authorities and Others not
acknowledged as Debt:
Excise Duty/Service Tax [Amount deposited : 36.36 (P.Y. 54.05)] 814.07 1,055.20
Sales Tax / VAT/Entry Tax* 643.65 925.81
Income Tax 639.60 2,259.31
Others (Outstanding Amount at the year end) 840.52 835.42
Un-redeemed Bank Guarantees 712.41 805.35
Bills Discounted with Banks 41.40 97.28
Excise Duty Refund Claim ** - 1,181.04
*Contingent amount includes tax amount and interest quantified in the assessment order.
** Refer Note No. 36
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS as at and for the year ended 31st March, 2021
35. Based on the information/documents available with the Group, information as per the requirements
of section 22 of the Micro, Small and Medium Enterprises Development Act, 2006.
H in Lacs
2020 - 21 2019 - 20
Principal Amount due 739.82 458.03
Interest due on above - -
Amount of interest paid in terms of Sec 16 of the Micro, Small and Medium Enterprise - -
Development Act 2006
Amount of interest due and payable for the period of delay Amount of interest - -
306
Exceptional item of H1,181.04 lacs for the period ended 31st March, 2021, represents reversal of refund of 50% of differential excise
duty paid in cash, for its plywood unit in north-east India, claimed earlier on the basis of favourable decision by Hon’ble Guwahati High
Court, which was passed relying on the decision by Hon’ble Supreme Court in the case of M/s V.V.F Limited & others versus the Union of
India. However, the Hon’ble Supreme Court, vide its judgement dated 22 April 2020 has reversed its earlier decision in the case of M/s
V.V.F Limited, mentioned herein, and allowed the subsequent and amended notifications issued by revenue authority which replaced
the 100% excise duty refund benefit as envisaged in original notification no. 20/2007, with refund equivalent to specified percentage
of excise duty payable based on value addition and held that the amended notifications was clarificatory in nature and is not hit by
doctrine of promissory estoppel. Further, based on the legal advice obtained by the Company from External Counsel, as well as its own
assessment, there is likelihood of the Company’s appeal being not considered and consequent liability may arise for refund/reversal of
CENTURY PLYBOARDS (INDIA) LIMITED
amount so received/provided. Accordingly, income which was previously recognized in the books of accounts is reversed.
As at As at
31st March, 2021 31st March, 2020
Debt Equity Ratio 0.09 0.22
BOARD’S MANAGEMENT CORPORATE FINANCIAL
REPORTS DISCUSSION AND ANALYSIS GOVERNANCE STATEMENTS
CONSOLIDATED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS as at and for the year ended 31st March, 2021
b) The particulars of unhedged foreign currency exposures as on the balance sheet date are as follows:
H in Lacs
Nature of Item As on As on
31st March, 2021 31st March, 2020
Foreign Currency Term Loans 5,021.31 328.01
39. The Company has a Corporate Social Responsibilities (“CSR”) committee as per the provisions of Section 135 of the Companies
Act, 2013 read with Rules made thereunder. The main areas for CSR activities are promoting education, healthcare, animal welfare
and projects ensuring environment sustainability. Disclosures of Corporate Social Responsibility expenditure in line with the
requirement of Guidance Note on “Accounting for Expenditure on Corporate Social Responsibility Activities” is as under:-
H in Lacs
2020-21 2019-20
Amount of CSR expenditure to be incurred during the year 472.06 453.99
(H in Lacs)
Opening Balance as on Amount required to be spent Amount spent during the Closing Balance as on 31st
1st April,2020 during the year year March,2021
- 472.06 543.29 71.23
40. The Company has paid anti-dumping duty till date amounting to H176.66 lacs (Till 31st March 2020: H176.66 lacs) on import of
307
phenol which in opinion of the management and based on a legal opinion, is in excess of actual margin of dumping of said
materials and accordingly refundable in terms of Section 9AA of Custom Tariff Act, 1975 and hence the same is considered as
receivable and included under the head “Other Assets” in Note no 10.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS as at and for the year ended 31st March, 2021
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS as at and for the year ended 31st March, 2021
41. (b) Aggregated Related Party disclosure as at and for the year ended 31st March, 2021
( H in Lacs)
Sl. Type of Transactions Key Management Relatives of Key
Enterprises owned/ Total
No. Personnel and Management Influenced by Key
Directors PersonnelManagement Personnel
or their relatives
2020-21 2019-20 2020-21 2019-20 2020-21 2019-20 2020-21 2019-20
1 Purchase of Raw Materials / Stores
309
Century Led Ltd - - - - (2.53) (9.75) (2.53) (9.75)
Sri Ajay Baldawa 1.93 1.93 - - - - 1.93 1.93
Smt. Yashoda Baldawa - - - 0.63 - - - 0.63
Star Cement Meghalaya Ltd. - - - - - (3.93) - (3.93)
Pacific Plywoods Pvt Ltd - - - - 5.60 5.60 5.60 5.60
Star Cement Ltd - - - - (111.56) (116.24) (111.56) (116.24)
Aegis Business Ltd. - - - - (1.20) (1.20) (1.20) (1.20)
Fox and Mandal - - - - 9.15 - 9.15 -
4 Sale of Assets
Star Cement Ltd - - - - - 2,173.38 - 2,173.38
Amul Boards Pvt Ltd - - - - - 9.44 - 9.44
5 Loan taken
Brijdham Merchants Pvt. Ltd - - - - 126.00 1,884.00 126.00 1,884.00
Sri Ram Merchants Pvt. Ltd - - - - 75.00 2,229.00 75.00 2,229.00
Sri Ram Vanijya Pvt. Ltd - - - - 524.50 2,004.00 524.50 2,004.00
Sumangal Business Pvt. Ltd - - - - 49.00 3,858.00 49.00 3,858.00
Sumangal International Pvt. Ltd - - - - 144.00 2,579.00 144.00 2,579.00
Sri Sajjan Bhajanka 5,100.00 8,018.50 - - - - 5,100.00 8,018.50
Sri Sanjay Agarwal 1,606.00 11,601.00 - - - - 1,606.00 11,601.00
Sri Keshav Bhajanka 20.00 48.00 - - - - 20.00 48.00
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS as at and for the year ended 31st March, 2021
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS as at and for the year ended 31st March, 2021
311
Aegis Business Ltd. - - - - 125.00 - 125.00 -
Sri Abhishek Rathi - - 7.43 0.68 - - 7.43 0.68
Sri Sundeep Jhunjhunwala - 7.00 - - - - - 7.00
Sri Arun Kumar Julasaria 2.00 - - - - - 2.00 -
16 Balance Outstanding on account of
A Receivable/(Payable)
Century Led Ltd - - - - (0.88) 0.68 (0.88) 0.68
Aegis Business Ltd. - - - - 200.35 300.12 200.35 300.12
Brijdham Merchants Pvt Ltd - - - - - (0.70) - (0.70)
Sri Abhishek Rathi - - - 7.43 - - - 7.43
Star Cement Ltd - - - - (0.96) 23.06 (0.96) 23.06
Amul Boards Pvt. Ltd - - - - (1.86) 5.00 (1.86) 5.00
Star Cement Meghalaya Ltd. - - - - - 0.33 - 0.33
Pacific Plywoods Pvt. Ltd. - - - - (5.18) (5.01) (5.18) (5.01)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS as at and for the year ended 31st March, 2021
# Remuneration of Key Management Personnel represnets short term employee benefits.As the liabilities for defined benefit plans
and compensated absences are provided on acturial basis for the Company as a whole, the amounts pertaining to Key Management
Personnel are not included.
41. (c) Terms and conditions of transactions with related parties
1. The sales to/ purchases from/ services availed from/ and services provided to related parties are made on terms equivalent
to those that prevail in arm’s length transactions.
2. Outstanding balances at the year-end from related parties are unsecured, interest free and will be settled in cash.
3. Employee related recoverable balances are unsecured, interest free and will be settled in cash.
4. The Group has taken loan from Enterprises owned/influenced by Key Management Personnel (KMP) or their relatives as
well as from KMP’s.
The loan was unsecured and was repayable on demand. The loan carried an interest @5.00% p.a.
BOARD’S MANAGEMENT CORPORATE FINANCIAL
REPORTS DISCUSSION AND ANALYSIS GOVERNANCE STATEMENTS
CONSOLIDATED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS as at and for the year ended 31st March, 2021
Notes:-
1) The carrying amount of financial assets and financial liabilities measured at amortised cost in the financial statements are a
reasonable approximation of their fair values since the Group does not anticipate that the carrying amounts would be significantly
313
different from the values that would eventually be received or settled.
2) Finance income and finance cost by instrument category wise classification :-
i) Interest income of H88.89 Lacs (P.Y.H119.03 Lacs) on financial instrument at amortised cost.
ii) Interest expense of H1,134.04 Lacs (P.Y. H2,872.83 Lacs) on borrowing at amortised cost.
which monitors the foreign exchange fluctuations on the continuous basis and advises the management of any material
adverse effect on the Group.
Foreign Currency sensitivity
The following table demonstrates the sensitivity to a reasonably possible change in foreign currency exchange rates, with
ANNUAL REPORT 2020-21
all other variables held constant. The impact on the Group profit before tax is due to changes in the fair value of assets and
liabilities.
Change in Foreign Effect on Profit before Tax (H in Lacs)
Currency Rates As on 31st March, 2021 As on 31st March, 2020
5% (151.74) (153.23)
-5% 151.74 153.23
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS as at and for the year ended 31st March, 2021
The ageing of trade accounts and notes receivable as of 31st March 2021 and 31st March 2020 are as follows:
315
H in Lacs
Particulars 31st March, 2021 31st March, 2020
Not due 26,901.97 18,310.34
Overdue less than 6 months 3,009.21 6,813.73
more than 6 months - 12 months 294.19 659.83
more than 12 moths - 24 months 358.36 188.30
over 24 months 599.97 607.69
Gross Amount 31,163.70 26,579.89
Less: Expected Credit Loss 895.76 895.76
Sundry Debtors Balance 30,267.94 25,684.13
No significant changes in estimation techniques or assumptions were made during the reporting period.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS as at and for the year ended 31st March, 2021
The table below summarises the maturity profile of the Group’s financial liabilities based on contractual undiscounted payments.
(H in Lacs)
Particulars Less than 1 Year 1-2 Years 2-3 Years 3-5 Years > 5 years Total
Year ended 31st March, 2021
Borrowings 8,784.53 2,632.27 - - - 11,416.80
Other financial liabilities 10,778.86 - - - - 10,778.86
CENTURY PLYBOARDS (INDIA) LIMITED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS as at and for the year ended 31st March, 2021
44. The Company’s Segment Information as at and for the year ended 31st March 2021 are as below:
H in Lacs
Sl Plywood Laminate MDF Particle CFS Others Total
Board Services
a Revenue(Gross)
External Sales 1,14,005.69 41,501.94 35,940.44 9,007.85 8,233.00 4,347.21 2,13,036.13
(1,26,858.83) (46,333.50) (35,051.53) (9,910.73) (8,649.12) (4,899.13) (2,31,702.84)
Inter-segment Sales - - 67.02 247.72 314.74
- - - - (48.04) (285.55) (333.59)
Total Revenue (Gross) 1,14,005.69 41,501.94 35,940.44 9,007.85 8,300.02 4,594.93 2,13,350.87
(126858.83) (46333.50) (35,051.53) (9,910.73) (8697.16) (5184.68) (2,32,036.43)
317
Unallocated Corporate/ 30,221.69
Other Assets
(15,567.51)
1,81,153.70
(1,66,002.58)
b Total Liabilities
Segment Liabilities 23,563.22 6,097.17 3,468.85 980.56 3,167.06 554.72 37,831.58
(15,792.27) (5,174.75) (3,265.65) (626.38) (3,564.60) (877.79) (29,301.44)
Unallocated 16,702.27
Corporate/Other
Liabilities
(27,814.38)
54,533.85
(57,115.82)
c Capital Expenditure * 3,287.64 1,575.16 183.67 365.11 41.57 - 5,453.15
(3,125.18) (833.90) (554.10) (166.69) (127.26) (6.47) (4,813.60)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS as at and for the year ended 31st March, 2021
44. The Company’s Segment Information as at and for the year ended 31st March 2021 are as below:
(contd)
H in Lacs
Sl Plywood Laminate MDF Particle CFS Others Total
Board Services
Unallocated Capital -
Expenditure
-
d Depreciation/ 1,706.31 1,021.06 1,942.11 454.37 1,089.46 10.12 6,223.43
Amortisation
318
Segment
i. Revenue (Gross)
India 2,01,025.58
(2,17,955.09)
Overseas 12,010.55
(13,747.75)
ii. Carrying amount of
Segment Assets
India 1,39,415.68
CENTURY PLYBOARDS (INDIA) LIMITED
(1,39,774.27)
Overseas 11,516.33
(10,660.80)
Notes:
(a) Business Segments: The reportable segments have been identified on the basis of the products of the Group. Operating Segment
disclosed are consistent with the information provided to and reviewed by the Chief Operating Decision Maker (CODM).
Accordingly, the Company has identified following business segments:
Plywood - Plywood, Block-Board, Veneer & Timber
Laminate - Decorative Laminates
MDF - Plain & Pre-laminated Medium Density Fibre Boards
Particle Board - Plain & Pre-laminated Particle Board
CFS Services - Container Freight Stations services
Others - Mainly Trading of Chemicals and New Age Panel products
(b) The company recognised revenue at point in time.
BOARD’S MANAGEMENT CORPORATE FINANCIAL
REPORTS DISCUSSION AND ANALYSIS GOVERNANCE STATEMENTS
CONSOLIDATED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS as at and for the year ended 31st March, 2021
319
None of the above non-wholly owned subsidiary is material to the Group, therefore financial information about these non-wholly
owned subsidiary are not disclosed separately.
2020-21 2019-20
Profit as per the Statement of Profit & Loss (H In Lacs) 19,121,84 12,528.54
Less: Non-controlling interest share in profit & loss(H In Lacs) (24.90) (2,529.61)
Profit attributable to owners of the Company (H In Lacs) 19,146.74 15,058.15
Weighted average number of Equity Shares outstanding during the year 22,21,72,990 22,21,72,990
Nominal value of equity shares (H) 1 1
Basic and Diluted earnings per share (EPS) (H) 8.62 6.78
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS as at and for the year ended 31st March, 2021
47. Additional Information pursuant to Schedule III of the Companies Act, 2013.
Name of the company Net Assets (Total Assets Share in Profit & Loss OCI TCI
minus Total Liabilities)
2020-21 2020-21 2020-21 2020-21
As % of Net Assets As % of Profit/ As % of OCI As % of TCI
consolidated consolidated (Loss) consolidated consolidated
Net assets Profit or Loss OCI TCI
Parent Company*
Century Plyboards (India) 90.39% 1,14,564.64 100.31% 19,206.49 9.30% (55.83) 103.26% 19,150.66
Limited
320
Indian Subsidiaries
Direct Subsidiaries
Adonis Vyaper Private 0.13% 168.55 0.00% (0.45) 0.00% - 0.00% (0.45)
Limited
Apnapan Viniyog Private 0.13% 168.41 0.00% (0.38) 0.00% - 0.00% (0.38)
ANNUAL REPORT 2020-21
Limited
Ara Suppliers Private 0.13% 167.49 0.00% (0.39) 0.00% - 0.00% (0.39)
Limited
Arham Sales Private 0.13% 168.66 0.00% (0.41) 0.00% - 0.00% (0.41)
Limited
Century Infotech Limited 0.00% 1.12 -0.04% (8.01) 0.00% - -0.04% (8.01)
Century MDF Limited 0.00% 1.74 0.00% (0.27) 0.00% - 0.00% (0.27)
Auro Sundram Ply & Door 1.97% 2,492.79 -0.31% (58.59) -4.68% 28.09 -0.16% (30.50)
Pvt. Ltd.
CENTURY PLYBOARDS (INDIA) LIMITED
48. The Indian Parliament has approved the Code on Social Security, 2020 which would impact the contributions by the company
towards Provident Fund and Gratuity. The Ministry of Labour and Employment has released draft rules for the Code on Social
Security, 2020 on November 13, 2020, and has invited suggestions from stakeholders which are under active consideration by
the Ministry. The Company will assess the impact of the Code when it comes into effect and will record any related impact in the
period when the Code becomes effective.
BOARD’S MANAGEMENT CORPORATE FINANCIAL
REPORTS DISCUSSION AND ANALYSIS GOVERNANCE STATEMENTS
CONSOLIDATED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS as at and for the year ended 31st March, 2021
49. The Company’s subsidiary Century Ply (Singapore) PTE. Ltd. (CSPL) had made an aggregate investment of US$ 328,644 (INR
H241.55 lacs) in two of its subsidiaries in Laos. Further, as on 31st March, 2021, it has an outstanding advance of US$ 4,860,233 (INR
H3,572.27 Lacs) given to the two subsidiaries for purchase of trading goods. The subsidiaries have incurred losses and are in capital
deficiency as per the last audited financial statement for the year ended 31st March, 2021. These subsidiaries of CSPL were mainly
engaged in operations to supply veneer and plywood but had to cease operations as the local laws banned export of veneer.
However, currently negotiations are on with a local operator to restart the operations in both the subsidiaries but the same has got
delayed due to the present Covid-19 pandemic. Further, Independent valuation of the assets has been obtained which indicates
that the realisable values of these assets are higher than their book value. Management is confident that the operations can restart
once the covid-19 pandemic in under control. Thus the management is of the view that there is no further impairment loss on the
carrying value of the investment in subsidiary.
51. Previous year’s figures have been rearranged and/or regrouped, wherever necessary.
52. The financial statements have been approved by the Audit Committee at its meeting held on 10th June, 2021 and by the Board
of Directors on the same date.
53. Notes to the Consolidated Financial Statements comprises of Information relevant for the Group.
321
Date: 10th of June, 2021
NOTES
NOTES
NOTES
www.centuryply.com
CENTURY PLYBOARDS (INDIA) LIMITED
(CIN: L20101WB1982PLC034435)
Registered Office: P-15/1, Taratala Road, Kolkata - 700 088; Phone: (033) 3940 3950
Fax: (033) 2401 5556; Website: www.centuryply.com; Email: investors@centuryply.com
NOTICE
NOTICE is hereby given that the Fortieth (40th) Annual General SPECIAL BUSINESS
Meeting (AGM) of the Members of Century Plyboards (India) 6. Appointment of Sri Naresh Pachisia (DIN: 00233768), as
Limited, will be held on Wednesday, 8th September, 2021 at 11:00 an Independent Director of the Company
A.M. through Video Conferencing (“VC”) / Other Audio Visual
Means (“OAVM”) to transact the following businesses: To consider and, if thought fit, to pass the following
resolution as an Ordinary Resolution
ORDINARY BUSINESS
“RESOLVED that pursuant to the provisions of Sections 149,
1. To receive, consider and adopt:
150, 152, 161, Schedule IV and other applicable provisions,
a. the Audited Standalone Financial Statements of the if any, of the Companies Act, 2013 (‘the Act’) read with the
Company for the Financial Year ended 31st March, 2021 Companies (Appointment and Qualification of Directors)
together with the Reports of the Board of Directors and Rules, 2014 (including any statutory modification(s) or
the Auditors thereon; and re-enactment thereof for the time being in force) and
applicable provisions of the Securities and Exchange Board
b. the Audited Consolidated Financial Statements of the
of India (Listing Obligations and Disclosure Requirements)
Company for the Financial Year ended 31st March, 2021
Regulations, 2015 (‘Listing Regulations’) (including any
together with Report of the Auditors thereon.
statutory modification(s) or re-enactment(s) thereof, for
2. To declare dividend on Equity Shares for the financial year the time being in force), the Articles of Association of the
ended 31st March, 2021. Company and on recommendations of Nomination and
Remuneration Committee and Board, Sri Naresh Pachisia
3. To appoint a Director in place of Sri Vishnu Khemani (DIN:
(DIN: 00233768), appointed as an Additional Director of the
01006268), who retires by rotation and being eligible, offers
Company in the Independent category with effect from
himself for re-appointment.
1st April, 2021 and who holds office up to the date of this
4. To appoint a Director in place of Sri Keshav Bhajanka (DIN: Annual General Meeting, and being eligible, offers himself
03109701), who retires by rotation and being eligible, offers for appointment and has submitted a declaration that he
himself for re-appointment. meets the criteria of Independence under Section 149(6) of
5. To fix remuneration of the Statutory Auditors for the the Companies Act, 2013 and the Listing Regulations and
Financial Year(s) 2021-22, 2022-23 and 2023-24 and in in respect of whom the Company has received a notice in
this connection to consider and if thought fit, to pass the writing from a member, under Section 160 of the Companies
following resolution as an Ordinary Resolution: Act, 2013 proposing his candidature for the office of Director,
be and is hereby appointed as an Independent Director of
“RESOLVED that pursuant to Section 142 and other the Company with effect from 1st April, 2021 to hold office
applicable provisions of the Companies Act, 2013 read for a term up to 31st March, 2024 and shall not be liable to
with Rules framed thereunder (including any statutory retire by rotation.”
modification(s) or re-enactment thereof ), and pursuant
to the recommendations of the Audit Committee and the 7. Appointment of Sri Rajesh Kumar Agarwal (DIN:
Board of Directors, the remuneration of M/s. Singhi & Co., 00223718) as a Director
Chartered Accountants (ICAI Firm Registration No. 302049E), To consider and, if thought fit, to pass the following
Statutory Auditors for audit of accounts for each of the resolution as an Ordinary Resolution:
financial years ended 31st March, 2022, 31st March, 2023
and 31st March, 2024 is fixed at H40,00,000/- (Rupees Forty “RESOLVED that pursuant to the provisions of Sections 152,
Lac only), plus applicable taxes thereon and reimbursement 161 and other applicable provisions, if any, of the Companies
of out of pocket expenses.” Act, 2013 (‘the Act’) read with the Companies (Appointment
1
and Qualification of Directors) Rules, 2014 (including any limits as may be approved by the members from time to
statutory modification(s) or re-enactment thereof for time.”
the time being in force), the Articles of Association of the
9. Re-appointment of Sri Sajjan Bhajanka (DIN: 00246043)
Company and on recommendations of Nomination and
as Chairman and Managing Director of the Company
Remuneration Committee and Board, Sri Rajesh Kumar
Agarwal (DIN: 00223718), appointed as an Additional To consider and, if thought fit, to pass the following
Director of the Company with effect from 9th February, 2021 resolution as a Special Resolution:-
and who holds office up to the date of this Annual General
“RESOLVED that pursuant to the provisions of Sections 196,
Meeting, and being eligible, offers himself for appointment
197, 203, Schedule V and other applicable provisions, if any,
and in respect of whom the Company has received a
of the Companies Act, 2013 (‘the Act’) read with the Rules
notice in writing from a member, under Section 160 of the
made thereunder (including any statutory modification(s)
Companies Act, 2013 proposing his candidature for the
or re-enactment thereof for the time being in force) and
office of Director, be and is hereby appointed as a Director
applicable provisions of the Securities and Exchange Board
of the Companyand whose office shall be liable to retire by
of India (Listing Obligations and Disclosure Requirements)
rotation.”
Regulations, 2015 (‘Listing Regulations’) (including any
8. Appointment of Sri Rajesh Kumar Agarwal (DIN: statutory modification(s) or re-enactment thereof for
00223718) as an Executive Director of the Company the time being in force), the Articles of Association of the
Company and on recommendations of Nomination and
To consider and, if thought fit, to pass the following
Remuneration Committee and Board, approval of the
resolution as an Ordinary Resolution:
members of the Company be and is hereby accorded for
“RESOLVED that pursuant to the provisions of Sections 196, the re-appointment of Sri Sajjan Bhajanka (DIN: 00246043),
197, 203, Schedule V and other applicable provisions, if any, as the Chairman and Managing Director of the Company for
of the Companies Act, 2013 (‘the Act’) read with the Rules a period of five years with effect from 1st April, 2021 to 31st
made thereunder (including any statutory modification(s) March, 2026, notwithstanding his attaining 70 years of age
or re-enactment thereof for the time being in force) and on 3rd June, 2022 during the currency of his tenure, on terms
applicable provisions of the Securities and Exchange Board and conditions including remuneration and justification
of India (Listing Obligations and Disclosure Requirements) as set out in the explanatory statement and agreement
Regulations, 2015 (‘Listing Regulations’) (including any entered into by the Company and Sri Sajjan Bhajanka, which
statutory modification(s) or re-enactment thereof for agreement also be and is hereby approved.”
the time being in force), the Articles of Association of the
“RESOLVED FURTHER that in compliance of Regulation 17(1B)
Company and on recommendations of Nomination and
of the Listing Regulations and upon it becoming effective on
Remuneration Committee and Board, approval of the
1st April, 2022, Sri Sajjan Bhajanka shall thereafter not occupy
members of the Company be and is hereby accorded for the
both the positions of Chairman as well as Managing Director
appointment of Sri Rajesh Kumar Agarwal (DIN: 00223718)
in the Company and at his discretion, choose to continue
as an Executive Director of the Company for a period of three
either as the Chairman or as the Managing Director of the
years with effect from 9th February, 2021 to 8th February,
Company on the same terms and conditions as mentioned
2024, on terms and conditions including remuneration,
above.”
as set out in the explanatory statement and agreement
entered into by the Company and Sri Rajesh Kumar Agarwal, “RESOLVED FURTHER that in the absence or inadequacy
which agreement also be and is hereby approved.” of profits in any financial year, minimum remuneration
payable shall be determined in terms of Schedule V of the
“RESOLVED FURTHER that in the absence or inadequacy
Companies Act, 2013.”
of profits in any financial year, minimum remuneration
payable shall be determined in terms of Schedule V of the “RESOLVED FURTHER that the Board of Directors (hereinafter
Companies Act, 2013.” referred to as “the Board” which term shall be deemed to
include Nomination and Remuneration Committee of
“RESOLVED FURTHER that the Board of Directors (hereinafter
the Board) be and is hereby authorized to alter and vary
referred to as “the Board” which term shall be deemed to
the terms and conditions of the said re-appointment and
include Nomination and Remuneration Committee of the
/ or remuneration of Sri Sajjan Bhajanka as it may deem
Board) be and is hereby authorized to alter and vary the
fit and as may be acceptable to him, subject to the same
terms and conditions of the said appointment and / or
not exceeding the limits hereby sanctioned and within the
remuneration of Sri Rajesh Kumar Agarwal as it may deem
overall ceiling of managerial remuneration provided under
fit and as may be acceptable to him, subject to the same
the Companies Act, 2013 or any other statute or such other
not exceeding the limits hereby sanctioned and within the
limits as may be approved by the members from time to
overall ceiling of managerial remuneration provided under
time.”
the Companies Act, 2013 or any other statute or such other
2
NOTICE
10. Re-appointment of Sri Sanjay Agarwal (DIN: 00246132) of India (Listing Obligations and Disclosure Requirements)
as CEO and Managing Director of the Company Regulations, 2015 (‘Listing Regulations’) (including any
statutory modification(s) or re-enactment thereof for
To consider and, if thought fit, to pass the following
the time being in force), the Articles of Association of the
resolution as an Ordinary Resolution:
Company and on recommendations of Nomination and
“RESOLVED that pursuant to the provisions of Sections Remuneration Committee and Board, approval of the
196, 197, 203, Schedule V and other applicable provisions, members of the Company be and is hereby accorded for the
if any, of the Companies Act, 2013 (‘the Act’) read with the re-appointment of Sri Keshav Bhajanka (DIN: 03109701), as
Companies (Appointment and Qualification of Directors) an Executive Director of the Company for a period of five
Rules, 2014 (including any statutory modification(s) or years with effect from 28th January, 2021 to 27th January, 2026,
re-enactment thereof for the time being in force) and on terms and conditions including remuneration, as set out
applicable provisions of the Securities and Exchange Board in the explanatory statement and agreement entered into
of India (Listing Obligations and Disclosure Requirements) by the Company and Sri Keshav Bhajanka, which agreement
Regulations, 2015 (‘Listing Regulations’) (including any also be and is hereby approved.”
statutory modification(s) or re-enactment thereof for
“RESOLVED FURTHER that in the absence or inadequacy
the time being in force), the Articles of Association of the
of profits in any financial year, minimum remuneration
Company and on recommendations of Nomination and
payable shall be determined in terms of Schedule V of the
Remuneration Committee and Board, approval of the
Companies Act, 2013.”
members of the Company be and is hereby accorded for
the re-appointment of Sri Sanjay Agarwal (DIN: 00246132), “RESOLVED FURTHER that the Board of Directors (hereinafter
as CEO and Managing Director of the Company for a period referred to as “the Board” which term shall be deemed to
of five years with effect from 1st July, 2021 to 30th June, 2026, include Nomination and Remuneration Committee of
on terms and conditions including remuneration, as set out the Board) be and is hereby authorized to alter and vary
in the explanatory statement and agreement entered into the terms and conditions of the said re-appointment and
by the Company and Sri Sanjay Agarwal, which agreement / or remuneration of Sri Keshav Bhajanka as it may deem
also be and is hereby approved.” fit and as may be acceptable to him, subject to the same
not exceeding the limits hereby sanctioned and within the
“RESOLVED FURTHER that in the absence or inadequacy
overall ceiling of managerial remuneration provided under
of profits in any financial year, minimum remuneration
the Companies Act, 2013 or any other statute or such other
payable shall be determined in terms of Schedule V of the
limits as may be approved by the members from time to
Companies Act, 2013.”
time.”
“RESOLVED FURTHER that the Board of Directors (hereinafter
12. Re-appointment of Sri Ajay Baldawa (DIN: 00472128) as
referred to as “the Board” which term shall be deemed to
an Executive Director (Technical) of the Company
include Nomination and Remuneration Committee of
the Board) be and is hereby authorized to alter and vary To consider and, if thought fit, to pass the following
the terms and conditions of the said re-appointment and resolution as an Ordinary Resolution:
/ or remuneration of Sri Sanjay Agarwal as it may deem
“RESOLVED that pursuant to the provisions of Sections
fit and as may be acceptable to him, subject to the same
196, 197, 203, Schedule V and other applicable provisions,
not exceeding the limits hereby sanctioned and within the
if any, of the Companies Act, 2013 (‘the Act’) read with the
overall ceiling of managerial remuneration provided under
Companies (Appointment and Qualification of Directors)
the Companies Act, 2013 or any other statute or such other
Rules, 2014 (including any statutory modification(s) or
limits as may be approved by the members from time to
re-enactment thereof for the time being in force) and
time.”
applicable provisions of the Securities and Exchange Board
11. Re-appointment of Sri Keshav Bhajanka (DIN: 03109701) of India (Listing Obligations and Disclosure Requirements)
as an Executive Director of the Company Regulations, 2015 (‘Listing Regulations’) (including any
statutory modification(s) or re-enactment thereof for
To consider and, if thought fit, to pass the following
the time being in force), the Articles of Association of the
resolution as an Ordinary Resolution:
Company and on recommendations of Nomination and
“RESOLVED that pursuant to the provisions of Sections Remuneration Committee and Board, approval of the
196, 197, 203, Schedule V and other applicable provisions, members of the Company be and is hereby accorded for the
if any, of the Companies Act, 2013 (‘the Act’) read with the re-appointment of Sri Ajay Baldawa (DIN: 00472128), as an
Companies (Appointment and Qualification of Directors) Executive Director (Technical) of the Company for a period
Rules, 2014 (including any statutory modification(s) or of five years with effect from 1st July, 2021 to 30th June, 2026,
re-enactment thereof for the time being in force) and on terms and conditions including remuneration, as set out
applicable provisions of the Securities and Exchange Board in the explanatory statement and agreement entered into
3
by the Company and Sri Ajay Baldawa, which agreement including any Director, whether whole time or otherwise
also be and is hereby approved.” [other than promoter(s) and person(s) belonging to the
promoter group of the Company, Independent Director(s)
“RESOLVED FURTHER that in the absence or inadequacy
and Director(s) holding directly or indirectly more than 10%
of profits in any financial year, minimum remuneration
of the outstanding equity shares of the Company], as may
payable shall be determined in terms of Schedule V of the
be decided under the Plan, exercisable into not more than
Companies Act, 2013.”
33,00,000 (Thirty Three Lakh) equity shares of face value of
“RESOLVED FURTHER that the Board of Directors (hereinafter H1/- (Rupee One) each fully paid-up, where one employee
referred to as “the Board” which term shall be deemed to stock Option would convert into one equity share upon
include Nomination and Remuneration Committee of the exercise, on such terms and in such manner as the Board
Board) be and is hereby authorized to alter and vary the may decide in accordance with the provisions of the
terms and conditions of the said re-appointment and / or applicable laws and the provisions of ESOP 2021.”
remuneration of Sri Ajay Baldawa as it may deem fit and as
“RESOLVED FURTHER that the equity shares so issued and
may be acceptable to him, subject to the same not exceeding
allotted as mentioned hereinbefore shall rank pari passu with
the limits hereby sanctioned and within the overall ceiling
the then existing equity shares of the Company.”
of managerial remuneration provided under the Companies
Act, 2013 or any other statute or such other limits as may be “RESOLVED FURTHER that in case of any corporate action(s)
approved by the members from time to time.” such as rights issues, bonus issues, merger and sale of
division and others, if any additional equity shares are issued
13. Approval of ‘Century Ply Employee Stock Option Plan
by the Company to the Option grantees for the purpose of
2021’
making a fair and reasonable adjustment to the employee
To consider and, if thought fit, to pass the following stock Options granted earlier, the ceiling in terms specified
resolution as a Special Resolution: above shall be deemed to be increased to the extent of such
additional equity shares issued.”
“RESOLVED that pursuant to the provisions of Section 62(1)
(b) and other applicable provisions, if any, of the Companies “RESOLVED FURTHER that in case the equity shares of the
Act, 2013 and the Rules made thereunder, the provisions Company are either sub-divided or consolidated, then the
of Regulation 6 of the Securities and Exchange Board of number of shares to be allotted and the price of acquisition
India (Share Based Employee Benefits) Regulations, 2014 payable by the Option grantees under the Plan shall
and relevant provisions of Circular No. CIR/CFD/POLICY automatically stand reduced or augmented, as the case
CELL/2/2015 dated June 16, 2015 issued by the Securities and may be, in the same proportion as the present face value
Exchange Board of India (collectively referred to as “SEBI SBEB per equity share shall bear to the revised face value of
Regulations”), Securities and Exchange Board of India (Listing the equity shares of the Company after such sub-division
Obligations and Disclosure Requirements) Regulations, or consolidation, without affecting any other rights or
2015, the relevant provisions of the Memorandum and obligations of the said grantees.”
Articles of Association of the Company and subject further to
“RESOLVED FURTHER that the Board be and is hereby
such other approvals, permissions and sanctions as may be
authorised to take requisite steps for listing of the equity
necessary and subject to such conditions and modifications
shares allotted under the Plan on the stock exchanges
as may be prescribed or imposed while granting such
where the equity shares of the Company are listed.”
approvals, permissions and sanctions, the consent of the
members of the Company be and is hereby accorded to “RESOLVED FURTHER that the Company shall conform to the
the introduction and implementation of ‘Century Ply accounting policies prescribed from time to time under the
Employee Stock Option Plan 2021’ (“ESOP 2021” or SEBI SBEB Regulations and any other applicable laws and
“Plan”), the salient features of which have been set out in regulations to the extent relevant and applicable to the Plan.”
the Explanatory Statement to this resolution, and authorizing
“RESOLVED FURTHER that the Board be and is hereby
the Board of Directors of the Company (hereinafter referred
authorized at any time to modify, change, vary, alter, amend,
to as the “Board” which term shall be deemed to include any
suspend or terminate the Plan subject to the compliance
Committee, including the Nomination and Remuneration
with the applicable laws and regulations and to do all
Committee which the Board has constituted to exercise its
such acts, deeds, matters and things as it may deem fit at
powers, including the powers, conferred by this resolution
its absolute discretion, for such purpose and also to settle
and under Regulation 5 of the SEBI SBEB Regulations) to
any issues, questions, difficulties or doubts that may arise
create and grant from time to time, in one or more tranches,
in this regard without being required to seek any further
not exceeding 33,00,000 (Thirty Three Lakh) employee stock
consent or approval of the Members and further to execute
Options (“Option(s)”) to or for the benefit of such person(s)
all such documents, writings and to give such directions
who are in permanent employment of the Company and its
and or instructions as may be necessary or expedient to give
Subsidiary company(ies) within the meaning of ESOP 2021,
4
NOTICE
effect to such modification, change, variation, alteration, person(s) belonging to the promoter group of the Company,
amendment, suspension or termination of the Plan and do Independent Director(s) and Director(s) holding directly or
all other things incidental and ancillary thereof in conformity indirectly more than 10% of the outstanding equity shares
with the provisions of the Companies Act, 2013, SEBI SBEB of the Company], of any subsidiary company(ies) of the
Regulations, the Memorandum and Articles of Association Company, whether in or outside India, as may be decided
of the Company and any other applicable laws in force.” under the ESOP 2021, exercisable into corresponding
number of equity shares of face value of H1/- (Rupee One)
“RESOLVED FURTHER that the Board, be and is hereby
each fully paid-up, where one employee stock Option would
authorized to do all such acts, deeds, and things, as may, at its
convert into one equity share upon exercise, on such terms
absolute discretion, deems necessary including authorizing
and in such manner as the Board/ Committee may decide in
or directing to appoint Merchant Bankers, Brokers, Solicitors,
accordance with the provisions of the applicable laws and
Registrars, Compliance Officer, Investors Service Centre
the provisions of the Plan.”
and other Advisors, Consultants or Representatives,
being incidental to the effective implementation and “RESOLVED FURTHER that the equity shares so issued and
administration of the Plan as also to make applications to allotted as mentioned hereinbefore shall rank pari passu with
the appropriate authorities, parties and the institutions for the then existing equity shares of the Company.”
their requisite approvals and all other documents required
“RESOLVED FURTHER that in case of any corporate action(s)
to be filed in the above connection and to settle all such
such as rights issues, bonus issues, merger and sale of
questions, difficulties or doubts whatsoever which may arise
division and others, if any additional equity shares are issued
and take all such steps and decisions in this regard.”
by the Company to the Option grantees for the purpose of
14. Grant of employee stock Options to the employees making a fair and reasonable adjustment to the employee
of Subsidiary Company(ies) of the Company under stock Options granted earlier, the ceiling in terms specified
Century Ply Employee Stock Option Plan 2021 above shall be deemed to be increased to the extent of such
additional equity shares issued.”
To consider and, if thought fit, to pass the following
resolution as a Special Resolution: “RESOLVED FURTHER that in case the equity shares of the
Company are either sub-divided or consolidated, then the
“RESOLVED that pursuant to the provisions of Section 62(1)
number of shares to be allotted and the price of acquisition
(b) and other applicable provisions, if any, of the Companies
payable by the Option grantees under the Plan shall
Act, 2013 and the Rules made there under, the provisions
automatically stand reduced or augmented, as the case
of Regulation 6 of the Securities and Exchange Board of
may be, in the same proportion as the present face value
India (Share Based Employee Benefits) Regulations, 2014
per equity share shall bear to the revised face value of
and relevant provisions of Circular No. CIR/CFD/POLICY
the equity shares of the Company after such sub-division
CELL/2/2015 dated June 16, 2015 issued by the Securities
or consolidation, without affecting any other rights or
and Exchange Board of India (collectively referred to as
obligations of the said grantees.”
“SEBI SBEB Regulations”), Securities and Exchange Board
of India (Listing Obligations and Disclosure Requirements) “RESOLVED FURTHER that the Board be and is hereby
Regulations, 2015, the relevant provisions of the authorised to take requisite steps for listing of the equity
Memorandum and Articles of Association of the Company shares allotted under the Plan on the stock exchanges
and subject further to such other approvals, permissions where the equity shares of the Company are listed.”
and sanctions as may be necessary and subject to such
“RESOLVED FURTHER that the Company shall conform to the
conditions and modifications as may be prescribed or
accounting policies prescribed from time to time under the
imposed while granting such approvals, permissions and
SEBI SBEB Regulations and any other applicable laws and
sanctions, the consent of the members of the Company be
regulations to the extent relevant and applicable to the Plan.”
and is hereby accorded authorizing the Board of Directors
of the Company (hereinafter referred to as the “Board” which “RESOLVED FURTHER that the Board be and is hereby
term shall be deemed to include any Committee, including authorized at any time to modify, change, vary, alter, amend,
the Nomination and Remuneration Committee which the suspend or terminate the Plan subject to the compliance
Board has constituted to exercise its powers, including the with the applicable laws and regulations and to do all
powers, conferred by this resolution and under Regulation such acts, deeds, matters and things as it may deem fit at
5 of the SEBI SBEB Regulations) to offer, create, and grant its absolute discretion, for such purpose and also to settle
from time to time, in one or more tranches, such number any issues, questions, difficulties or doubts that may arise
of employee stock Options under ‘Century Ply Employee in this regard without being required to seek any further
Stock Option Plan 2021’ (“ESOP 2021”/ “Plan”) within the consent or approval of the Members and further to execute
limit prescribed therein to or for the benefit of the permanent all such documents, writings and to give such directions
employees including directors [other than promoter(s) and and or instructions as may be necessary or expedient to give
5
effect to such modification, change, variation, alteration, questions, difficulties or doubts whatsoever which may arise
amendment, suspension or termination of the Plan and do and take all such steps and decisions in this regard.”
all other things incidental and ancillary thereof in conformity
with the provisions of the Companies Act, 2013, SEBI SBEB
Regulations, the Memorandum and Articles of Association
of the Company and any other applicable laws in force.”
By Order of the Board
“RESOLVED FURTHER that the Board, be and is hereby For Century Plyboards (India) Ltd.
authorized to do all such acts, deeds, and things, as may, at its
absolute discretion, deems necessary including authorizing
or directing to appoint Merchant Bankers, Brokers, Solicitors, Sd/-
Registrars, Compliance Officer, Investors Service Centre SundeepJhunjhunwala
and other Advisors, Consultants or Representatives, Company Secretary
being incidental to the effective implementation and FCS 4946
administration of the Plan as also to make applications to 10th August, 2021
the appropriate authorities, parties and the institutions for Registered Office:
their requisite approvals and all other documents required P-15/1, Taratala Road
to be filed in the above connection and to settle all such Kolkata- 700 088
6
NOTICE
7
available. To avoid delay in receiving the dividend, members continue to hold shares in physical form. Further, SEBI vide its
are requested to update their KYC with their depositories circular no. SEBI/HO/MIRSD/RTAMB/CIR/P/2020/236 dated
(where shares are held in dematerialized mode) and with 2nd December, 2020 had fixed 31st March, 2021 as the cut-
the Company’s Registrar and Transfer Agent (RTA) (where off date for re-lodgement of transfer deeds and the shares
shares are held in physical mode) to receive the dividend that are re-lodged for transfer shall be issued only in demat
directly into their bank account on the pay-out date. mode. In view of the above and to avail free transferability
of shares and various benefits of dematerialisation and also
10. Members holding shares in electronic form may note
to eliminate the risks associated with physical holding of
that bank particulars registered against their respective
shares, members are advised to dematerialise shares held
depository accounts will be used by the Company for
by them in physical form. A Guidance note on procedure
payment of dividend. The Company or its RTA, M/s.
for dematerialisation of shares held in physical form is also
Maheshwari Datamatics Private Limited cannot act on any
placed on the website of the Company under ‘Investors’
request received directly from the members holding shares
section.
in electronic form for any change of bank particulars or
bank mandates. Such changes are to be advised only to the 13. Members holding shares in physical mode-
Depository Participant by the members.
(a) are required to submit/ update their Permanent
11. Pursuant to the amendments in the Income Tax Act, 1961 Account Number (PAN) and bank account details to the
read with the provisions of the Finance Act, 2020, dividend Company / RTA, if not registered with the Company as
income is taxable in the hands of the shareholders w.e.f. mandated by SEBI.
1st April, 2020 and the Company is required to deduct tax
(b) are advised to register nomination (if not already
at source (“TDS”) from dividend paid to the Members
registered) in respect of their shareholding in the
at prescribed rates. For the prescribed rates for various
Company using Form SH-13. Change in nomination
categories, please refer to the Finance Act, 2020 and the
can also be done using Form SH-14. Both forms are
amendments thereof. The shareholders are requested to
available on the Company’s website www.centuryply.
update their PAN with the DP (if shares held in electronic
com under the ‘Investors’ section.
form) and Company/ RTA (if shares held in physical form).
(c) are requested to register / update their e-mail
A Resident individual shareholder having PAN and who is not
address with the Company / RTA for receiving all
liable to pay income tax, can submit a yearly declaration in
communications from the Company electronically.
Form No. 15G/15H, to avail the benefit of non-deduction of
tax at source by sending an email to investors@centuryply. (d) are requested to update any change in their address to
com latest by 11:59 P.M. (IST) on 1st September, 2021 or by the Company / RTA.
submitting the documents at https://mdpl.in/form.
14. Members holding shares in electronic mode:
Shareholders are requested to note that in case their PAN
(a) are requested to submit/ update their PAN and
is not registered, the tax will be deducted at a higher rate
bank account details to their respective Depository
of 20%. Non-resident shareholders can avail beneficial
Participants (DPs) with whom they are maintaining
rates under tax treaty between India and their country of
their demat accounts.
residence, subject to providing necessary documents i.e.
No Permanent Establishment and Beneficial Ownership (b) are advised to contact their respective DPs for
Declaration, Tax Residency Certificate, Form 10F, any other registering/ changing their nomination.
document which may be required to avail the tax treaty (c) are requested to register / update their e-mail
benefits by sending an email to investors@centuryply. address with their respective DPs for receiving all
com. The aforesaid declarations and documents need to be communications from the Company electronically.
submitted by the shareholders latest by 11:59 P.M. (IST) on 1st
September, 2021 or by submitting the documents at https:// (d) are requested to update any change in their address to
mdpl.in/form. their respective DPs
12. In terms of Regulation 40 of the Listing Regulations, as 15. Members holding shares in physical form, in identical
amended, with effect from 1st April, 2019, requests for order of names, in more than one folio are requested to
effecting transfer of securities (except in case of transmission send to the Company or its RTA, the details of such folios
or transposition and relodged transfers of securities) shall together with the share certificates and self-attested copies
not be processed unless the securities are held in the of the PAN for consolidating their holdings in one folio.
dematerialized form with a depository. Accordingly, requests A consolidated share certificate will be issued to such
for physical transfer of securities are not being processed Members after making requisite changes. Members holding
from 1st April, 2019 onwards. However, Members can shares in physical form are requested to consider converting
their holdings to dematerialized form to eliminate all risks
8
NOTICE
associated with physical shares and for ease of portfolio leading newspapers in this regard and also uploaded on
management. Members can contact the Company or its RTA the “Investors Section” of the Company’s website, details of
for assistance in this regard. such shareholders and shares which have been/ are due for
transfer to IEPF Account.
16. Members seeking any information regarding accounts or
any other matter to be placed at the AGM, are requested to 20. INFORMATION AND OTHER INSTRUCTIONS RELATING
write to the Company at least seven days before the date of TO E-VOTING ARE AS UNDER:
the meeting through email at investors@centuryply.com so
a) Pursuant to the provisions of Section 108 of the
as to enable the management to keep the same ready on
Companies Act, 2013, Rule 20 of the Companies
the date of AGM and to reply suitably.
(Management and Administration) Rules, 2014 (as
17. The Register of Directors and Key Managerial Personnel and amended from time to time) read with relevant MCA
their shareholding maintained under section 170 of the Act, Circulars and Regulation 44 of the Listing Regulations
Register of Contracts or arrangements in which directors are and in terms of SEBI Circular no. SEBI/HO/CFD/CMD/
interested maintained under section 189 of the Act and all CIR/P/2020/242 dated 9th December, 2020 in relation
other documents referred to in this Notice will be available to e-Voting Facility Provided by Listed Entities, the
for inspection in electronic mode. Members seeking to Company is pleased to provide the facility of remote
inspect such documents can send an email to the Company e-voting as well as e-voting on the date of the AGM
at investors@centuryply.com. to the Members in respect of items to be acted at this
AGM for which the Company has engaged the services
18. The Company has transferred the unpaid/ unclaimed
of National Securities Depository Limited (NSDL). The
dividend for the years prior to and including the Financial
Members desiring to vote through electronic mode
Year 2012-13, from time to time, on respective due dates,
may refer to the detailed procedure on e-voting given
to the Investor Education and Protection Fund (the IEPF)
hereinafter. Members who have cast their vote by
established by the Central Government. The Company has
remote e-voting prior to the AGM may also attend/
been sending reminders to those members having unpaid/
participate in the AGM through VC / OAVM but shall not
unclaimed dividends before transfer of such dividend(s)
be entitled to cast their vote again.
to IEPF. The Company has also uploaded the details of
unpaid/ unclaimed amounts lying with the Company, on b) The Members, whose names appear in the Register of
the website of the Company (www.centuryply.com) and Members / list of Beneficial Owners as on Wednesday,
also on the website of the Ministry of Corporate Affairs. 1st September, 2021 being the cut-off date, are entitled
Members who wish to claim dividends, which remain to vote on the Resolutions set forth in this Notice.
unclaimed, are requested to correspond with the Company A person who is not a Member as on cut-off date
or its RTA. Members are requested to note that dividends not should treat this notice for information purpose only.
claimed within seven years from the date of transfer to the Members who have acquired shares after the despatch
Company’s Unpaid Dividend Account, will be transferred to of the Notice of AGM and before the cut-off date may
the IEPF on due dates. approach the Company for issuance of the User ID and
Password for exercising their right to vote by electronic
19. Members are requested to note that dividends if not
means.
encashed for a consecutive period of 7 years from the date
of transfer to Unpaid Dividend Account of the Company, c) The remote e-voting period will commence at 9.00
are liable to be transferred to the Investor Education and a.m. on Saturday, 4th September 2021 and will end at
Protection Fund (IEPF). The shares in respect of which 5.00 p.m. on Tuesday, 7th September, 2021. The remote
dividends have not been encashed consecutively for e-voting shall not be allowed beyond 5.00 p.m. on
a period of 7 years, are also liable to be transferred to Tuesday, 7th September, 2021. At the end of remote
the demat account of the IEPF Authority. In view of this, e-voting, the e-voting module shall be disabled by
Members are requested to claim their dividends from the NSDL for voting thereafter.
Company, within the stipulated timeline. The Members,
d) The voting rights shall be as per the number of equity
whose unclaimed dividends/shares have been transferred
shares held by the Member(s) holding shares either
to IEPF, may claim the same by making an application to the
in physical form or in dematerialized form, as on
IEPF Authority in Form No. IEPF-5 available on www.iepf.gov.
Wednesday, 1st September, 2021, i.e. cut-off date.
in.
e) The Members who have cast their votes through
The Company had sent intimation in this regard to all
remote e-voting prior to the meeting may still attend/
the shareholders who have not claimed/encashed their
participate in the AGM through VC / OAVM but shall not
dividends consecutively for the last seven years. The
be entitled to cast their vote again. In case any Member
Company had also simultaneously published notice in the
who had voted through Remote e-voting, casts his
9
vote again at the e- Voting provided during the AGM, h) PROCEDURE FOR E-VOTING
then the Votes cast during the AGM shall be considered The detailed procedure and manner for voting
as invalid. Once the vote on a resolution is cast by a electronically on NSDL e-voting system are explained
Member, the Member shall not be allowed to change herein below:
it subsequently. Members who have voted on some of
the resolutions during the said voting period are also Step 1: Access to NSDL e-Voting system
eligible to vote on the remaining resolutions during the Step 2: Cast your vote electronically and join
AGM. General Meeting on NSDL e-Voting system
f) The Company has appointed Sri Manoj Kumar Details on Step 1: Access to NSDL e-Voting system:
Banthia (ACS 11470/ CP- 7596) and failing him, Sri Raj
Kumar Banthia (ACS 17190/CP-18428) of M/s. MKB & A) Login method for e-Voting and joining virtual
Associates, Company Secretaries in Practice, Kolkata, as meeting for Individual shareholders holding
the Scrutinizer to scrutinize the voting during the AGM securities in demat mode
and remote e-voting process and ensure that the same Pursuant to SEBI circular no. SEBI/HO/CFD/CMD/
is carried out in a fair and transparent manner. CIR/P/2020/242 dated 9th December, 2020 on
“e-Voting facility provided by Listed Companies”,
g) The Scrutinizer, after scrutinizing the votes cast at
e-Voting process has been enabled to all the
the meeting and through remote e-voting, will, not
individual demat account holders, by way of single
later than two working days or three calendar days,
login credential, through their demat accounts /
whichever is earlier, of conclusion of the Meeting,
websites of Depositories / Depository Participants
make a consolidated scrutinizer’s report and submit the
(DPs) in order to increase the efficiency of the
same to the Chairman or to the person authorised by
voting process. Individual demat account holders
him. The results declared along with the consolidated
would be able to cast their vote without having to
scrutinizer’s report shall be placed on the website of the
register again with the e-Voting service provider
Company at www.centuryply.com and that of NSDL at
(ESP) thereby not only facilitating seamless
www.evoting.nsdl.com, besides being displayed on the
authentication but also ease and convenience of
Notice Board of the Company at its Registered Office.
participating in e-Voting process. Shareholders are
The results shall simultaneously be communicated to
advised to update their mobile number and email
the Stock Exchanges where the shares of the Company
ID in their demat accounts with their respective
are listed.
DPs in order to access the e-Voting facility.
Login method for Individual shareholders holding securities in demat mode is given below:
Type of shareholders Login Method
Individual Shareholders holding I. NSDL IDeAS facility
securities in demat mode with NSDL. a) If you are already registered, follow the below steps:
1. Visit the e-Services website of NSDL Viz. https://eservices.nsdl.
com either on a Personal Computer or on a mobile.
2. Once the home page of e-services is launched, click on the
“Beneficial Owner” icon under “Login” which is available under
‘IDeAS’ section.
3. A new screen will open. You will have to enter your existing
User ID and Password. After successful authentication, you will
be able to see e-Voting services under Value added services.
4. Click on “Access to e-Voting” appearing on the left hand side
under e-Voting services and you will be able to see e-Voting
page.
5. Click on options available against company name or e-Voting
service provider i.e. NSDL and you will be re-directed to
e-Voting website of NSDL for casting your vote during the
remote e-Voting period or joining virtual meeting & e-voting
during the meeting.
10
NOTICE
Important note: Members who are unable to retrieve User ID/ Password are advised to use Forgot User ID and Forgot
Password option available at respective websites.
11
Helpdesk for Individual Shareholders holding securities in demat mode for any technical issues related to login
through Depository i.e. NSDL and CDSL.
Login type Helpdesk details
Individual Shareholders holding securities Members facing any technical issue in login can contact NSDL helpdesk
in demat mode with NSDL by sending a request at evoting@nsdl.co.in or calling at toll free no.: 1800
1020 990 and 1800 22 44 30
Individual Shareholders holding securities Members facing any technical issue in login can contact CDSL helpdesk
in demat mode with CDSL by sending a request at helpdesk.evoting@cdslindia.com or contacting at
022- 23058738 or 022-23058542-43
B) Login method for e-Voting and joining virtual meeting for shareholders other than Individual shareholders
holding securities in demat mode and shareholders holding securities in physical mode.
How to Log-in to NSDL e-voting website?
1. Visit the e-voting website of NSDL. Open web browser by typing the following URL: https://www.evoting. nsdl.com/
either on a personal computer or on a mobile phone.
2. Once the home page of e-voting system is launched, click on the icon “Login” which is available under “Shareholders/
Member” section.
3. A new screen will open. You will have to enter your User ID, your Password/OTP and a Verification Code as shown on
the screen.
4. Alternatively, if you are registered for NSDL eservices i.e. IDEAS, you can log-in at https://eservices.nsdl.com/ with
your existing IDEAS login. Once you log-in to NSDL eservices after using your log-in credentials, click on e-voting and
you can proceed to Step 2 i.e. cast your vote electronically.
5. Your User ID details are given below:
Manner of holding shares i.e. Demat Your User ID is:
(NSDL or CDSL) or Physical
A. For Members who hold shares in demat 8 Character DP ID followed by 8 Digit Client ID. For example, if
account with NSDL. your DP ID is IN300*** and Client ID is 12****** then your user ID is
IN300***12******
B. For Members who hold shares in demat 16 Digit Beneficiary ID. For example, if your Beneficiary ID is
account with CDSL. 12************** then your user ID is 12**************
C. For Members holding shares in Physical EVEN Number followed by Folio Number registered with the
Form. Company. For example, if EVEN is 123456 and folio number is 001***
then user ID is 123456001***
6. Your password details are given below: to you on your email ID. Trace the email
sent to you from NSDL in your mailbox
i. If you are already registered for e-voting,
from evoting@nsdl.com. Open the email
then you can use your existing password
and open the attachment i.e. a .pdf file.
to login and cast your vote.
Open the .pdf file. The password to open
ii. If you are using NSDL e-voting system the .pdf file is your 8 digit client ID for
for the first time, you will need to NSDL account, last 8 digits of client ID
retrieve the ‘initial password’ which was for CDSL account or folio number for
communicated to you by NSDL. Once shares held in physical form. The .pdf file
you retrieve your ‘initial password’, you contains your ‘User ID’ and your ‘initial
need to enter the ‘initial password’ and password’.
the system will force you to change your
ii. In case you have not registered your
password.
email address with the Company/
7. How to retrieve your ‘initial password’? Depository, please follow instructions
mentioned below in process for those
i. If your email ID is registered in your
shareholders whose email ids are not
demat account or with the company,
registered.
your ‘initial password’ is communicated
12
NOTICE
8. If you are unable to retrieve or have not 5. Upon confirmation, the message “Vote cast
received the ‘initial password’ or have successfully” will be displayed.
forgotten your password:
6. You can also take the printout of the votes cast
i. Click on “Forgot User Details/ by you by clicking on the print option on the
Password?” (If you are holding shares in confirmation page
your demat account with NSDL or CDSL)
7. Once you confirm your vote on the resolution, you
option available on www.evoting.nsdl.
will not be allowed to modify your vote.
com.
i) General Guidelines for shareholders
ii. “Physical User Reset Password?” (If you
are holding shares in physical mode) 1. Corporate and institutional shareholders
option available on www.evoting.nsdl. (companies, trusts, societies etc.) are required
com. to send a scanned copy (PDF / JPG format) of
the relevant Board Resolution / appropriate
iii. If you are still unable to get the
authorisation, together with the attested specimen
password by aforesaid two options, you
signature(s) of the authorized signatory(ies) who
can send a request at evoting@nsdl.
are authorized to vote, to the Scrutinizer via email
co.in mentioning your demat account
at: scrutinizermkb@gmail.com, with a copy marked
number/folio number, your PAN, your
to evoting@nsdl.co.in.
name and your registered address.
2. Any person holding shares in physical form and
iv. Members can also use the one-time
non-individual shareholders, who acquires shares
password (OTP) based login for casting
of the Company and becomes a Member of the
the votes on the e-Voting system of
Company after sending of the Notice and holding
NSDL.
shares as of the cut-off date, may obtain the login
9. After entering your password, click on Agree ID and password by sending a request at evoting@
to “Terms and Conditions” by selecting on the nsdl.co.in. However, if he / she is already registered
check box. with NSDL for remote e-Voting then he /she can
use his / her existing User ID and password for
10. Now, you will have to click on “Login” button.
casting the vote. If password is forgotten, the
11. After you click on the “Login” button, Home same can be reset by using “Forgot User Details/
page of e-voting will open. Password” or “Physical User Reset Password”
option available on www.evoting.nsdl.com or
Details on Step 2: Cast your vote electronically and
calling on toll free no. 1800 1020 990 or 1800 22
join General Meeting on NSDL e-Voting system:
44 30. In case of Individual Shareholders holding
How to cast your vote electronically and join General securities in demat mode and who acquires
Meeting on NSDL e-Voting system? shares of the Company and becomes a Member
1. After successful login at Step 1, you will be able of the Company after sending of the Notice and
to see all the companies “EVEN” in which you holding shares as of the cut-off date may follow
are holding shares and whose voting cycle and steps mentioned at Step 1 (A) above under “Login
General Meeting is in active status. method for e-Voting and joining virtual meeting
for Individual shareholders holding securities in
2. Select “EVEN” of the Company for which you wish demat mode”
to cast your vote during the remote e-Voting
period and/ or during the General Meeting. For 3. It is strongly recommended not to share your
joining virtual meeting, you need to click on “VC/ password with any other person and take utmost
OAVM” link placed under “Join General Meeting” care to keep your password confidential. Login
tab. to the e-voting website will be disabled upon
five unsuccessful attempts to key in the correct
3. Now you are ready for e-voting as the Voting page password. In such an event, you will need to go
opens through the “Forgot User Details/Password?” or
4. Cast your vote by selecting appropriate options “Physical User Reset Password?” option available
i.e. assent or dissent, verify/modify the number on https://www.evoting.nsdl.com to reset the
of shares for which you wish to cast your vote password.
and click on “Submit” and also “Confirm” when 4. In case of any queries relating to e-voting you may
prompted. refer to the FAQs for Shareholders and e-voting
user manual for Shareholders available at the
13
download section of www.evoting.nsdl.com or 21. INSTRUCTIONS FOR MEMBERS FOR E-VOTING ON THE
call on toll free no.: 1800 1020 990 and 1800 22 DAY OF THE AGM ARE AS UNDER:-
44 30 or send a request at evoting@nsdl.co.in. In
a) The procedure for e-Voting on the day of the AGM is
case of any grievances connected with facility for
same as the instructions mentioned above for remote
e-voting, please contact to Mr. Amit Vishal, Senior
e-voting.
Manager-NSDL at amitv@nsdl.co.in and /or Ms.
Pallavi Mhatre, Manager- NSDL at evoting@nsdl. b) Only those Members/ shareholders, who will be present
co.in/pallavid@nsdl.co.in. in the AGM through VC/OAVM facility and have not
casted their vote on the Resolutions through remote
j) Process for those shareholders whose email IDs are
e-Voting and are otherwise not barred from doing so,
not registered with the depositories for procuring
shall be eligible to vote through e-Voting system in the
user ID and password and registration of email
AGM.
IDs for e-voting for the resolutions set out in this
notice: c) Members who have voted through Remote e-Voting
will be eligible to attend the AGM. However, they will
1. In case shares are held in physical mode, please
not be eligible to vote at the AGM.
provide Folio No., Name of shareholder, Number
of Equity Shares held, scanned copy of the share d) The details of the person who may be contacted for
certificate (front and back) along with self-attested any grievances connected with the facility for e-Voting
scanned copy of PAN card, self-attested scanned on the day of the AGM shall be the same person
copy of any document (such as AADHAAR card mentioned for Remote e-voting.
/ latest Electricity Bill / latest Telephone/Mobile
22. INSTRUCTIONS FOR MEMBERS FOR ATTENDING THE
Bill / Driving License / Passport / Voter ID Card /
AGM THROUGH VC / OAVM ARE AS UNDER:
Bank Passbook particulars) in support of the postal
address of the Member as registered against a) Members will be able to attend the AGM through VC
their shareholding, by email to the Company at / OAVM or view the live webcast of the AGM provided
investors@centuryply.com or by visiting the email by NSDL at https://www.evoting.nsdl.com by following
updation link of the Company’s Registrar and the steps mentioned above for access to NSDL e-Voting
Share Transfer Agent M/s. Maheshwari Datamatics system. After successful login, you can see link of VC
Pvt. Ltd. as given below: / OAVM placed under Join General meeting menu
against company name. You are requested to click on
Link for email registration - http://mdpl.in/form/
VC / OAVM link placed under Join General Meeting
email-update
menu.
2. In case shares are held in demat mode, please
b) Members who do not have the User ID and Password
provide DPID-CLID (16 digit DPID + CLID or
for e-Voting or have forgotten the User ID and Password
16 digit beneficiary ID), Name, client master or
may retrieve the same by following the remote e-Voting
copy of Consolidated Account statement, self-
instructions mentioned in the Notice. Further, Members
attested scanned copy of PAN card, self-attested
can also use the OTP based login for logging into the
scanned copy of Aadhaar Card to the Company at
e-Voting system of NSDL will be able to attend the
investors@centuryply.com or register/update the
AGM through VC/OAVM by using the facility provided
same through respective Depository Participants
by NSDL at https://www.evoting.nsdl.com
(DPs). Any such updation effected by the DPs
will automatically reflect subsequently in the c) The Members can join the AGM in the VC/OAVM mode
Company’s records. If you are an Individual 15 minutes before and after the scheduled time of
shareholders holding securities in demat mode, the commencement of the Meeting by following the
you are requested to refer to the login method procedure mentioned in the Notice. Members under
explained at step 1 (A) i.e. Login method for the category of Institutional Investors are encouraged
e-Voting and joining virtual meeting for Individual to attend the AGM and also vote through remote
shareholders holding securities in demat mode. e-Voting or e-Voting during the AGM.
3. Alternatively, member may send an e-mail request d) Members are encouraged to join the Meeting through
to evoting@nsdl.co.in for obtaining User ID and Laptops for better experience. Further, Members
Password by proving the details mentioned in will be required to allow access to camera and use
Point (1) or (2) as the case may be. internet with a good speed to avoid any disturbance
during the meeting. Please note that participants
14
NOTICE
connecting from mobile devices or tablets or through com, websites of the Stock Exchanges i.e. BSE Limited and
Laptop connecting via mobile hotspot may experience National Stock Exchange of India Limited at www.bseindia.
Audio/Video loss due to fluctuation in their respective com and www.nseindia.com respectively and on the
network. It is therefore recommended to use stable Wi- website of NSDL at www.evoting.nsdl.com.
Fi or LAN connection to mitigate any kind of aforesaid
24. To support the ‘Green Initiative’, Members who have not yet
glitches.
registered their email addresses are requested to register the
e) Members who need assistance before or during the same with their respective DPs in case the shares are held
AGM, can contact NSDL on evoting@nsdl.co.in/ 1800- by them in electronic form and with the Company’s RTA in
1020 990/ 1800 22 44 30 or contact Mr. Amit Vishal, case the shares are held in physical form by sending the duly
Senior Manager – NSDL at amitv@nsdl.co.in/ 022- filled in E-communication registration form enclosed with
24994360 or Ms. Pallavi Mhatre, Manager -NSDL at this Notice to our RTA on their email ID mdpldc@yahoo.
pallavid@nsdl.co.in / 022-24994545. com or to the Company at investors@centuryply.com so
as to receive all communication including Annual Report,
f) Members who would like to express their views/
Notices, Circulars, etc. from the Company electronically.
have questions may send their questions in advance
mentioning their name, demat account number/ 25. An Explanatory Statement pursuant to Section 102 of the
folio number, email IDs, mobile number at investors@ Act setting out material facts in respect of Special Business
centuryply.com from Thursday, 2nd September, 2021 under item nos. 6 to 14 of the Notice, is annexed hereto.
to Saturday, 4th September, 2021 (till 5:00 p.m. IST)
26. Information in terms of Regulation 36(3) of the Listing
(both days inclusive). The same will be replied by the
Regulations, the Act and ‘Secretarial Standards on
company suitably.
General Meetings’ (SS-2), in respect of Directors seeking
g) Members who would like to express their views or ask appointment/ re-appointment at this AGM, is annexed
questions during the AGM may register themselves as hereto.
a speaker by sending their request from their registered
27. Since the AGM will be held through VC / OAVM, Route Map
email address mentioning their name, DP ID and Client
is not annexed in this Notice.
ID/folio number, PAN, mobile number at investors@
centuryply.com from Thursday, 2nd September, 2021
to Saturday, 4th September, 2021 (till 5:00 p.m. IST).
Those Members who have registered themselves as a
By Order of the Board
speaker will only be allowed to express their views/ask
For Century Plyboards (India) Ltd.
questions during the AGM. The Company reserves the
right to restrict the number of speakers depending on
Sd/-
the availability of time for the AGM.
Sundeep Jhunjhunwala
23. As per MCA and SEBI Circulars, electronic copies of the Notice Company Secretary
of AGM and Annual Report are being sent only by email to FCS 4946
those members whose email addresses are registered with 10th August, 2021
the Company / Depository Participant(s). Members may Registered Office
note that the Notice and Annual Report 2020-21 will also P-15/1, Taratala Road
be available on the Company’s website www.centuryply. Kolkata- 700 088
15
Explanatory Statement pursuant to Section 102(1) of the Companies Act,
2013
Item no. 6 Section 149 of the Act, Rules thereunder and under the Listing
Appointment of Sri Naresh Pachisia (DIN: 00233768), as an Regulations.
Independent Director of the Company Copy of draft letter of appointment of Sri Naresh Pachisia setting
Based on the recommendation of the Nomination and out the terms and conditions of appointment shall be open for
Remuneration Committee, the Board of Directors of the inspection by the Members in electronic mode. Members can
Company at its meeting held on 9th February, 2021, approved inspect the same by sending an email to investors@centuryply.
the appointment of Sri Naresh Pachisia (DIN: 00233768), as an com.
Additional Director on the Board of the Company in Independent In terms of Section 152 of the Companies Act, 2013 read with
category with effect from 1st April, 2021 for a term upto 31st March, Rules framed thereunder, the Board of Directors is of the opinion
2024, subject to regularization/ approval by the shareholders of that Sri Naresh Pachisia, proposed to be appointed as Director,
the Company at the AGM. fulfils the conditions specified in the Companies Act, 2013 and
Sri Pachisia is Founder and Managing Director of SKP Securities the Rules made thereunder and Listing Regulations and that
Ltd., Eastern India’s leading boutique investment banker, engaged he is independent of the Company’s management. He also
in institutional equities, private wealth, merchant banking, M & A possesses appropriate skills, experience and knowledge required
and corporate finance advisory, stock broking and distribution for discharge of his duties as an Independent Director. His vast
services to a large cross section of institutional, corporate, business knowledge and varied experience will be of immense value to
families and retail clients. He is a Commerce Graduate from St. the Company and hence his appointment as an Independent
Xaviers’ College, Kolkata, an AMP from ISB, Hyderabad and a Director is justified in terms of Secretarial Standards on General
Certified Financial Planner. He carries over 38 years’ experience in Meeting (SS-2).
Capital Markets, has special interest in ‘Family Business’ and is an Except Sri Naresh Pachisia and his relatives, no other Director, Key
industry thought leader. Sri Pachisia has held leadership positions Managerial Personnel or their respective relatives is interested
in and is actively associated with Entrepreneurs Organisation or concerned, in any way, in the Resolution at set out in item
(EO), CII – Family Business Network (FBN), Financial Planning no. 6 of this Notice. This statement may also be regarded as an
Standards Board, Bharat Chamber of Commerce & Industries, etc. appropriate disclosure under the Listing Regulations.
and serves as an Independent Director on the boards of several
The Board of Directors recommends the Ordinary Resolution as
renowned companies. Brief resume, nature of his expertise in
set out in Item no. 6 for your approval.
specific functional areas, names of companies in which he hold
directorships, committee memberships/ chairmanships, his
shareholding, and other details as required under the Listing
Item no. 7 & 8
Regulations and Secretarial Standard on General Meetings, are Appointment of Sri Rajesh Kumar Agarwal (DIN: 00223718)
separately annexed hereto. as an Executive Director of the Company
In terms of Section 161(1) of the Companies Act, 2013, Sri Naresh Based on the recommendation of the Nomination and
Pachisia holds office upto the date of the ensuing Annual General Remuneration Committee, the Board of Directors of the
Meeting of the Company and is eligible for appointment as a Company at its meeting held on 9th February, 2021, approved the
Director, not liable to retire by rotation, subject to the approval appointment of Sri Rajesh Kumar Agarwal (DIN: 00223718), as an
of the shareholders. Additional Director on the Board of the Company in Executive
Category for a period of three years from 9th February, 2021 upto
The Company has received from Sri Naresh Pachisia (i) consent
8th February, 2024, subject to regularization/ approval by the
to act as Director, if appointed, in writing in Form DIR-2 pursuant
shareholders of the Company at the AGM on the following terms,
to Rule 8 of Companies (Appointment and Qualification of
conditions and remuneration:
Directors) Rules, 2014, (ii) disclosure in Form DIR-8 pursuant to
Rule 14(1) of the Companies (Appointment and Qualification I. SALARY :
of Directors) Rules, 2014 to the effect that he is not disqualified H57,00,000/- per annum, payable on monthly basis, subject
under sub section (2) of Section 164 of the Companies Act, to such periodical increments as may be decided by the
2013 and (iii) declaration to the effect that he meets the criteria Board of Directors on recommendation of the Nomination
of independence as prescribed both under sub-section (6) of and Remuneration Committee subject however that the
16
NOTICE
aggregate remuneration on account of salary shall not Technology & Procurement (Entire P to P/S to P Cycle)
exceed H1,00,00,000/- per annum. Material Management in corporate sector as well as plant
with SAP Environment.
II. PERQUISITES :
In addition to salary, Sri Rajesh Kumar Agarwal shall be Sri Agarwal is a highly self-motivated and goal oriented
entitled to such perquisites, as may be decided by the professional equipped with excellent communication
Board of Directors on recommendation of the Nomination (interpersonal and professional) and organizational skills to
and Remuneration Committee, subject however that the control all administrative job responsibilities at Plant and
aggregate remuneration on account of such perquisites Corporate level. Sri Agarwal is a keen strategist, adept at
shall not exceed H1,00,000/- per month. creating innovative strategies and formulating administrative
policies for accelerated growth of the organization. He
Sri Rajesh Kumar Agarwal shall also be entitled to the deftly manage activities like Materials Management, Project
following perquisites which shall not be included in the Procurement, Budgets and Contracts, Logistics, IT, Insurance
remuneration as stated above: and IPR.
a) Contribution to Provident Fund and Superannuation He is a member of Friends of Tribal society, Shree Hari
Fund or Annuity Fund as per Rules of the Company, Satsang Samiti, Salt Lake Sanskriti Sansad, Hindustan Club
to the extent these either singly or together are not Ltd, Cosmopolitan Club Ltd, The Saturday Club Limited,
taxable under Income Tax Act, 1961. Rotary Club Central Kolkata and Indian Chamber of Business
b) Gratuity payable at a rate not exceeding half month’s Industry. Other details as required under the Listing
salary for each completed year of service. Regulations and Secretarial Standard on General Meetings,
are separately annexed hereto.
c) Encashment of leave at the end of the tenure.
In terms of Section 161(1) of the Companies Act, 2013, Sri
In addition to above, the following facilities, if provided, shall Rajesh Kumar Agarwal holds office upto the date of the
not be considered as perquisites: ensuing Annual General Meeting of the Company and
a) Provision of car for use on Company’s business. Use is eligible for appointment as a Director, liable to retire by
of car for personal purposes shall be billed by the rotation, subject to the approval of the shareholders. The
Company to him; Company has received notice in writing from a member
under Section 160 of the Companies Act, 2013 proposing
b) Mobile phone and telephone facilities at the residence
the candidature of Sri Rajesh Kumar Agarwal for the office
for official use. Personal long distance calls shall be
of Director of the Company. The notice is available for
billed by the Company to him.
inspection by the members in electronic mode. Members
c) Reimbursement of entertainment and other expenses desirous to inspect the same can send an email at investors@
actually incurred in connection with the business of the centuryply.com.
Company.
The Company has received from Sri Rajesh Kumar Agarwal
In the event of absence or inadequacy of profits, in any (i) consent to act as Director, if appointed, in writing in Form
financial year, the remuneration by way of salary, perquisites, DIR-2 pursuant to Rule 8 of Companies (Appointment and
etc. payable to Sri Rajesh Kumar Agarwal shall not exceed Qualification of Directors) Rules, 2014 and (ii) disclosure
the limits prescribed under the Companies Act, 2013 in Form DIR-8 pursuant to Rule 14(1) of the Companies
and the rules made there under (including any statutory (Appointment and Qualification of Directors) Rules, 2014 to
modification or re-enactment thereof ). the effect that he is not disqualified under sub section (2) of
Section 164 of the Companies Act, 2013.
Sri Rajesh Kumar Agarwal is the son of Late Hari Prasad
Agarwal, erstwhile Vice-Chairman and Executive Director Sri Rajesh Kumar Agarwal satisfies all conditions set out in
of the Company and he has already been working with the sub-section (3) of Section 196 and Part-I of Schedule V of the
Company as Vice President- Admin/IT/Purchase/Logistics. Companies Act, 2013 for being eligible for this appointment.
He is a commerce graduate and a diploma holder in He also possesses appropriate skills, experience and
computer science. He has also done a course on Strategic knowledge required for discharge of his duties as a Director.
Sourcing & Supply Chain Management from IIM -Bangalore His vast knowledge and varied experience will be of
and is also Certified Global Negotiation Executive Training immense value to the Company.
(CCNA) from The Institute of Supply Chain Management. He
Copy of agreement entered into by the Company and Sri
is a competent, results-oriented professional with 30 years
Rajesh Kumar Agarwal, setting out the terms and conditions
of experience in Administration, Logistics and Information
of his appointment as Executive Director shall be open for
17
inspection by the Members in electronic mode. Members In addition to above, the following facilities, if provided, shall
can inspect the same by sending an email to investors@ not be considered as perquisites:
centuryply.com.
a) Provision of car for use on Company’s business. Use
Except Sri Rajesh Kumar Agarwal and his relatives, no other of car for personal purposes shall be billed by the
Director, Key Managerial Personnel or their respective Company to him.
relatives is interested or concerned, in any way, in the
b) Mobile phone and telephone facilities at the residence
Resolution at set out in item no. 7 & 8 of this Notice.
for official use. Personal long distance calls shall be
The Board of Directors recommends the Ordinary Resolution billed by the Company to him.
as set out in Item no. 7 & 8 for your approval.
c) Reimbursement of entertainment and other expenses
actually incurred in connection with the business of the
Item no. 9 Company.
Re-appointment of Sri Sajjan Bhajanka (DIN: 00246043), as
Chairman and Managing Director of the Company III. COMMISSION:
Remuneration by way of commission, to be performance-
Sri Sajjan Bhajanka was re-appointed as Chairman and Managing
based and not exceeding 2% of the net profits in a particular
Director of the Company for a period of five years from 1st
financial year, calculated in the manner referred to in Section
April, 2016 to 31st March, 2021. Based on the recommendation
198 of the Companies Act, 2013, as may be determined by
of Nomination and Remuneration Committee, the Board of
the Board of Directors of the Company on recommendation
Directors of the Company at its meeting held on 10th November,
of the Nomination and Remuneration Committee at the
2020, approved his re-appointment as Chairman and Managing
end of each financial year, subject to the overall ceilings
Director of the Company for a further period of five years from
stipulated in Act.
1st April, 2021 to 31st March, 2026 subject to approval of the
shareholders of the Company at the ensuing Annual General In the event of absence or inadequacy of profits, in any
Meeting on the following terms, conditions and remuneration: financial year, the remuneration by way of salary, perquisites,
commission, etc. payable to Sri Sajjan Bhajanka shall not
I. SALARY:
exceed the limits prescribed under the Companies Act, 2013
H1,20,00,000/- per annum, payable on monthly basis subject and the rules made there under (including any statutory
to such periodical increments as may be decided by the modification or re-enactment thereof ).
Board of Directors on recommendation of the Nomination
and Remuneration Committee, subject however that the Sri Sajjan Bhajanka, 69 years, is a commerce graduate having
aggregate remuneration on account of salary shall not more than 41 years of rich experience in plywood, ferro-
exceed H2,40,00,000/- per annum. silicon and cement industries. He has been associated with
the Company since 1986 and has played a key role in the
II. PERQUISITES : diversification and growth of the Company. As the Promoter
In addition to salary, the Chairman and Managing Director Director of the Company, he is responsible for advising and
shall be entitled to such perquisites, as may be decided by the counselling management on corporate decisions, providing
Board of Directors on recommendation of the Nomination strategic guidance and supervising actively the day to day
and Remuneration Committee, subject however that the management and administration of the Company. Other
aggregate remuneration on account of such perquisites details in respect of him in terms of Regulation 36(3) of the
shall not exceed H1,00,000/- per month. Listing Regulations, Companies Act, 2013 and Secretarial
Standards on General Meetings, is annexed to this Notice.
The Chairman and Managing Director shall also be entitled
to the following perquisites which shall not be included in Section 196(3) of the Companies Act, 2013, inter alia, provides
the remuneration as stated above: that no company shall continue the employment of a person
who has attained the age of 70 years, as Managing Director,
a) Contribution to Provident Fund and Superannuation
Whole time director or Manager unless it is approved by
Fund or Annuity Fund as per Rules of the Company,
the members by passing a Special Resolution. Part-I of
to the extent these either singly or together are not
Schedule V to the Act also contains similar relaxation. Sri
taxable under Income Tax Act, 1961.
Sajjan Bhajanka would be attaining the age of 70 years on 3rd
b) Gratuity payable at a rate not exceeding half month’s June, 2022. As such, it is recommended that his present re-
salary for each completed year of service. appointment itself as Chairman and Managing Director, not
liable to retire by rotation and for payment of remuneration
c) Encashment of leave at the end of the tenure.
to him, be approved by the members by way of a Special
Resolution. The proposed appointment of Sri Sajjan Bhajanka
18
NOTICE
is further subject to compliance of Regulation 17(1B) of the Remuneration Committee, subject however that the
Listing Regulations which is to become effective on 1st April, aggregate remuneration on account of such perquisites
2022, where upon, he shall, at his own discretion, opt to shall not exceed H1,00,000/- per month.
continue either as the Chairman or as Managing Director of
Sri Sanjay Agarwal shall also be entitled to the following
the Company.
perquisites which shall not be included in the remuneration
Sri Sajjan Bhajanka satisfies all conditions set out in sub- as stated above:
section (3) of Section 196 and Part-I of Schedule V of
a) Contribution to Provident Fund and Superannuation
the Companies Act, 2013 for being eligible for this re-
Fund or Annuity Fund as per Rules of the Company,
appointment. He is not disqualified from being appointed
to the extent these either singly or together are not
as Director in terms of Section 164 of the Act. Your Directors
taxable under Income Tax Act, 1961.
believe that continued association of Sri Sajjan Bhajanka
would be immensely beneficial to the Company and hence b) Gratuity payable at a rate not exceeding half month’s
recommends the Special Resolution at item no. 9 of this salary for each completed year of service.
Notice for your approval.
c) Encashment of leave at the end of the tenure.
Copy of agreement entered into by the Company and Sri
In addition to above, the following facilities, if provided, shall
Sajjan Bhajanka, setting out the terms and conditions of his
not be considered as perquisites:
reappointment as Chairman and Managing Director shall
be open for inspection by the Members in electronic mode. a) Provision of car for use on Company’s business. Use
Members can inspect the same by sending an email to of car for personal purposes shall be billed by the
investors@centuryply.com. Company to him.
Except Sri Sajjan Bhajanka, Sri Keshav Bhajanka and their b) Mobile phone and telephone facilities at the residence
relatives, none of the Directors and Key Managerial Personnel for official use. Personal long distance calls shall be
of the Company or their respective relatives is concerned or billed by the Company to him.
interested, financially or otherwise in this resolution set out c) Reimbursement of entertainment and other expenses
at item no. 9 of the Notice. actually incurred in connection with the business of the
Company.
Item no. 10
III. COMMISSION:
Re-appointment of Sri Sanjay Agarwal (DIN: 00246132) as
CEO and Managing Director of the Company Remuneration by way of commission, to be performance-
based and not exceeding 2% of the net profits in a particular
Sri Sanjay Agarwal was re-appointed as CEO and Managing financial year, calculated in the manner referred to in Section
Director of the Company for a period of five years from 1st July, 198 of the Companies Act, 2013, as may be determined by
2016 to 30th June, 2021. Pursuant to the recommendation of the Board of Directors of the Company on recommendation
Nomination and Remuneration Committee, the Board of Directors of the Nomination and Remuneration Committee at the
of the Company at its meeting held on 10th November, 2020 has end of each financial year, subject to the overall ceilings
approved his re-appointment as CEO and Managing Director stipulated in Act.
of the Company for a further period of five years from 1st July,
2021 to 30th June, 2026 subject to approval of the shareholders In the event of absence or inadequacy of profits, in any
of the Company at the ensuing Annual General Meeting on the financial year, the remuneration by way of salary, perquisites,
following terms, conditions and remuneration: commission, etc. payable to Sri Sanjay Agarwal shall not
exceed the limits prescribed under the Companies Act, 2013
I. SALARY : and the rules made there under (including any statutory
H1,20,00,000/- per annum, payable on monthly basis, subject modification or re-enactment thereof ).
to such periodical increments as may be decided by the
Sri Sanjay Agarwal, 60 years, is a commerce graduate
Board of Directors on recommendation of the Nomination
having more than 33 years of rich experience in diverse
and Remuneration Committee subject however that the
fields. He has been associated with the Company since its
aggregate remuneration on account of salary shall not
incorporation and has been instrumental in bringing about
exceed H2,40,00,000/-per annum.
the phenomenal growth of the Company. Other details in
II. PERQUISITES : respect of him in terms of Regulation 36(3) of the Listing
In addition to salary, Sri Sanjay Agarwal shall be entitled Regulations, Companies Act, 2013 and Secretarial Standards
to such perquisites, as may be decided by the Board of on General Meetings are annexed to this Notice.
Directors on recommendation of the Nomination and
19
Approval of the members is required by way of Ordinary Sri Keshav Bhajanka shall also be entitled to the following
Resolution for re-appointment of Sri Sanjay Agarwal as CEO perquisites which shall not be included in the remuneration
and Managing Director, not liable to retire by rotation and as stated above:
for payment of remuneration to him. Sri Sanjay Agarwal
a) Contribution to Provident Fund and Superannuation
satisfies all conditions set out in sub-section (3) of Section
Fund or Annuity Fund as per Rules of the Company,
196 and Part-I of Schedule V of the Companies Act, 2013 for
to the extent these either singly or together are not
being eligible for this re-appointment. He is not disqualified
taxable under Income Tax Act, 1961.
from being appointed as Director in terms of Section 164
of the Act. Your Directors believe that continued association b) Gratuity payable at a rate not exceeding half month’s
of Sri Sanjay Agarwal would be immensely beneficial to the salary for each completed year of service.
Company and hence recommend the Resolution at item no.
c) Encashment of leave at the end of the tenure.
10 of this Notice for your approval.
In addition to above, the following facilities, if provided, shall
Copy of agreement entered into by the Company and Sri
not be considered as perquisites:
Sanjay Agarwal, setting out the terms and conditions of
his reappointment as CEO and Managing Director shall be a) Provision of car for use on Company’s business. Use
open for inspection by the Members in electronic mode. of car for personal purposes shall be billed by the
Members can inspect the same by sending an email to Company to him.
investors@centuryply.com. b) Mobile phone and telephone facilities at the residence
Except Sri Sanjay Agarwal, Smt. Nikita Bansal and their for official use. Personal long distance calls shall be
relatives, none of the Directors and Key Managerial Personnel billed by the Company to him.
of the Company or their respective relatives is concerned or c) Reimbursement of entertainment and other expenses
interested, financially or otherwise in this resolution set out actually incurred in connection with the business of the
at Item No. 10 of the Notice. Company.
20
NOTICE
from being appointed as Director in terms of Section 164 of to the extent these either singly or together are not
the Act. Your Directors believe that continued association of taxable under Income Tax Act, 1961.
Sri Keshav Bhajanka would be immensely beneficial to the
b) Gratuity payable at a rate not exceeding half month’s
Company and hence recommend the Resolution at item no.
salary for each completed year of service.
11 of this Notice for your approval.
c) Encashment of leave at the end of the tenure.
Copy of agreement entered into by the Company and Sri
Keshav Bhajanka, setting out the terms and conditions of his In addition to above, the following facilities, if provided, shall
reappointment as an Executive Director shall be open for not be considered as perquisites:
inspection by the Members in electronic mode. Members
a) Provision of car for use on Company’s business. Use
can inspect the same by sending an email to investors@
of car for personal purposes shall be billed by the
centuryply.com.
Company to him.
Except Sri Keshav Bhajanka, Sri Sajjan Bhajanka and their
b) Mobile phone and telephone facilities at the residence
relatives, none of the Directors and Key Managerial Personnel
for official use. Personal long distance calls shall be
of the Company or their respective relatives is concerned or
billed by the Company to him.
interested, financially or otherwise in this resolution set out
at Item No. 11 of the Notice. c) Reimbursement of entertainment and other expenses
actually incurred in connection with the business of the
Item no. 12 Company.
Re-appointment of Sri Ajay Baldawa (DIN: 00472128) as an In the event of absence or inadequacy of profits, in any
Executive Director (Technical) of the Company financial year, the remuneration by way of salary, perquisites,
etc. payable to Sri Ajay Baldawa shall not exceed the limits
Sri Ajay Baldawa was re-appointed as an Executive Director
prescribed under the Companies Act, 2013 and the rules
(Technical) of the Company for a period of five years from 1st
made there under (including any statutory modification or
July, 2016, to 30th June, 2021. Pursuant to the recommendation
re-enactment thereof ).
of Nomination and Remuneration Committee, the Board of
Directors of the Company at its meeting held on 10th November, Sri Ajay Baldawa, 64 years, is a B.E. (Engg.) and M.Tech.
2020 has approved his re-appointment as an Executive Director from IIT having more than 36 years of technical experience
(Technical) of the Company for a further period of five years in plywood industry. He has been associated with the
from 1st July, 2021 to 30th June, 2026 subject to approval of the Company since 1994. He has played a key role in constant
shareholders of the Company at the ensuing Annual General improvisation of the quality of the Company’s products.
Meeting on the following terms, conditions and remuneration: Other details in respect of him in terms of Regulation 36(3) of
the Listing Regulations, Companies Act, 2013 and Secretarial
I. SALARY:
Standards on General Meetings are annexed to this Notice.
H2,40,00,000/- per annum, payable on monthly basis, subject
to such periodical increments as may be decided by the Approval of the members is required by way of Ordinary
Board of Directors on recommendation of the Nomination Resolution for re-appointment of Sri Ajay Baldawa as an
and Remuneration Committee, subject however that the Executive Director (Technical), liable to retire by rotation
aggregate remuneration on account of salary shall not and for payment of remuneration to him. Sri Ajay Baldawa
exceed H6,00,00,000/- per annum. satisfies all conditions set out in sub-section (3) of Section
196 and Part-I of Schedule V of the Companies Act, 2013 for
II. PERQUISITES : being eligible for this re-appointment. He is not disqualified
In addition to salary, Sri Ajay Baldawa shall be entitled from being appointed as Director in terms of Section 164
to such perquisites, as may be decided by the Board of of the Act. Your Directors believe that continued association
Directors on recommendation of the Nomination and of Sri Ajay Baldawa would be immensely beneficial to the
Remuneration Committee, subject however that the Company and hence recommend the Resolution at item no.
aggregate remuneration on account of such perquisites 12 of this Notice for your approval.
shall not exceed H1,00,000/- per month.
Copy of agreement entered into by the Company and Sri
Sri Ajay Baldawa shall also be entitled to the following Ajay Baldawa, setting out the terms and conditions of his
perquisites which shall not be included in the remuneration reappointment as Executive Director (Technical) shall be
as stated above: open for inspection by the Members in electronic mode.
a) Contribution to Provident Fund and Superannuation Members can inspect the same by sending an email to
Fund or Annuity Fund as per Rules of the Company, investors@centuryply.com.
21
Except Sri Ajay Baldawa and his relatives, none of the shares of the Company subject to payment of exercise price
Directors and Key Managerial Personnel of the Company and satisfaction of any tax obligation arising thereon.
or their respective relatives is concerned or interested,
The Nomination and Remuneration Committee shall act as
financially or otherwise in this resolution set out at Item No.
Compensation Committee for the administration of ESOP
12 of the Notice.
2021. All questions of interpretation of the ESOP 2021 shall
be determined by the Committee and such determination
Item No. 13 and 14: shall be final and binding upon all persons having an interest
Approval of ‘Century Ply Employee Stock Option Plan in ESOP 2021.
2021’& Grant of employee stock Options to the employees
of Subsidiary Company(ies) of the Company under Century b) Total number of Options to be granted:
Ply Employee Stock Option Plan 2021 The total number of Options to be granted under the ESOP
2021 shall not exceed 33,00,000 (Thirty Three Lakh). Each
Equity based compensation is considered to be an integral
Option when exercised would be converted in to one equity
part of employee compensation across sectors which enables
share of H1/- (Rupee One) each fully paid-up.
alignment of personal goals of the employees with organizational
objectives by participating in the ownership of the Company Vested option lapsed due to non-exercise and/or unvested
through stock-based compensation scheme. Your Company options that get cancelled due to resignation/ termination
believes that equity-based compensation plans are an effective of the employee or otherwise, would be available for
tool to reward the talents working with your Company and its being re-granted at a future date. The Board/ Committee is
Subsidiary company(ies). With a view to motivate the key work authorised to re-grant such lapsed/ cancelled options as per
force seeking their contribution to the corporate growth, create the provisions of ESOP 2021.
an employee ownership culture, attract new talents, and retain
Further, SEBI SBEB Regulations require that in case of any
them for ensuring sustained growth, your Company intends to
corporate action(s) such as rights issue, bonus issue, merger,
implement an employee stock Option plan namely ‘Century Ply
sale of division etc., a fair and reasonable adjustment needs
Employee Stock Option Plan 2021’ (“ESOP 2021” or “Plan”)
to be made to the Options granted. In this regard, the
seeking to cover eligible employees of the Company and its
Committee shall adjust the number and price of the Options
Subsidiary company(ies).
granted in such a manner that the total value of the Options
Accordingly, the Nomination and Remuneration Committee of granted under the ESOP 2021 remain the same after any such
the Board of Directors (“Committee”) and the Board of Directors corporate action. Accordingly, if any additional Options are
of the Company at their respective meetings held on 30th July, issued by the Company to the Option grantees for making
2021 and 10th August, 2021 had approved the introduction of such fair and reasonable adjustment, the ceiling of 33,00,000
ESOP 2021, subject to your approval. (Thirty Three Lakh), shall be deemed to be increased to the
extent of such additional Options issued.
In terms of Section 62(1)(b) of the Companies Act, 2013 and
Rules made thereunder read with Regulation 6 of the SEBI SBEB c) Identification of classes of employees entitled to
Regulations and SEBI Circular No. CIR/CFD/POLICY CELL/2/2015 participate in the ESOP 2021:
dated June 16, 2015, the Company seeks your approval as regards All permanent employees and Directors (hereinafter referred
implementation of the Plan and grant of Options thereunder to as “Employees”) of the Company and its Subsidiary
to the eligible employees of the Company and its Subsidiary company(ies) shall be eligible subject to determination or
company(ies), as decided from time to time as per provisions of selection by the Committee. Following classes of employees/
the Plan read with provisions of SEBI SBEB Regulations. Directors are eligible being:
The main features of the ESOP 2021 are as under: (i) a permanent employee of the Company who has been
a) Brief Description of the Plan: working in India or outside India;
Keeping in view the aforesaid objectives, the ESOP 2021 (ii) a director of the Company, whether a whole time
contemplates grant of Options to the eligible employees director or not but excluding an independent director;
of the Company and its Subsidiary company(ies), as may be or
determined in due compliance of SEBI SBEB Regulations and
(iii) an employee, as defined under Sub-clauses (i) and
provisions of ESOP 2021. After vesting of Options, the eligible
(ii) above, of the Subsidiary company(ies), existing or
employees earn a right, but not obligation, to exercise the
future, in or outside India, of the Company, if any.
vested Options within the exercise period and obtain equity
22
NOTICE
but does not include— Company, performance during previous years, and such
other criteria as may be determined by the Committee at its
(i) an employee who is a Promoter or belongs to the
sole discretion, from time to time.
Promoter Group; and
i) Maximum number of Options to be issued per
(ii) a director who either by himself or through his relatives
employee and in aggregate:
or through any body corporate, directly or indirectly
holds more than 10% of the issued and subscribed The maximum number of Options that may be granted
Shares of the Company. to any specific employee of the Company under the ESOP
2021 in any financial year and in aggregate, shall not exceed
d) Requirements of Vesting and period of Vesting: 500000 (Five Lakh) Options.
All the Options granted on any date shall vest on expiry of
j) Maximum quantum of benefits to be provided per
the minimum period of 1 (One) year from the date of grant
employee under the ESOP 2021:
of Options.
The maximum quantum of benefits underlying the options
The vesting dates in respect of the Options granted under issued to an eligible employee shall depend upon the
the ESOP 2021 shall be determined by the Committee market price of the shares as on the date of exercise of
and may vary from an employee to employee or any class options. Apart from grant of Options as stated above, no
thereof and / or in respect of the number or percentage of monetary benefits are contemplated under the ESOP 2021.
Options to be vested.
k) Route for ESOP 2021 implementation and
Options shall vest essentially based on continuation of administration:
employment/ service as per requirement of SEBI SBEB
The ESOP 2021 shall be implemented and administered
Regulations. Apart from that the Committee may prescribe
directly by the Company.
achievement of any performance condition(s) for vesting.
l) Source of acquisition of shares under ESOP 2021:
e) Maximum period within which the Options shall
be vested: The ESOP 2021 contemplates issue of fresh/ primary shares
by the Company.
All the Options granted on any date shall vest not later than
the maximum period of 4 (four) years from the date of m) Amount of loan to be provided for implementation
grant of options, as may be determined by the Committee. of the scheme(s) by the Company to the trust, its
tenure, utilization, repayment terms, etc,:
f) Exercise price or pricing formula:
This is currently not contemplated under the present ESOP
The exercise price shall be determined by the Committee at
2021.
its sole discretion which shall not be less than the face value
of the share and not greater than the market price of the n) Maximum percentage of secondary acquisition:
share as on date of grant of such Option. This is not relevant under the present ESOP 2021.
g) Exercise period and the process of exercise: o) Accounting and Disclosure Policies:
The exercise period would commence from the date of The Company shall follow the IND AS 102 on Share based
vesting and will expire on completion of 4 (Four) years from Payments and/ or any relevant Accounting Standards as
the date of respective vesting or such other shorter period may be prescribed by the Institute of Chartered Accountants
as may be decided by the Committee from time to time. of India (ICAI) from time to time, including the disclosure
The vested Option shall be exercisable by the Option requirements prescribed therein. In case, the existing
grantees by a written application to the Company guidance note, or accounting standards do not prescribe
expressing his/ her desire to exercise such Options in such accounting treatment or disclosure requirements, any
manner and on such format as may be prescribed by the other Accounting Standard that may be issued by ICAI or
Committee from time to time. Exercise of Options shall be any other competent authority shall be adhered to in due
entertained only after payment of requisite exercise price compliance with the requirements of Regulation 15 of SEBI
and satisfaction of applicable taxes by the Option grantee. SBEB Regulations.
The Options shall lapse if not exercised within the specified p) Method of Option valuation:
exercise period.
The Company shall adopt ‘fair value method’ for valuation
h) Appraisal process for determining the eligibility of of Options as prescribed under guidance note or under any
employees under the ESOP 2021: accounting standard, as applicable, notified by appropriate
The appraisal process for determining the eligibility shall authorities from time to time.
be based on designation, tenure of association with the
23
q) Declaration: concerned in the resolutions, except to the extent they may
In case, the Company opts for expensing of share-based be lawfully granted Options under the ESOP 2021.
employee benefits using the intrinsic value, the difference In light of above, you are requested to accord your approval
between the employee compensation cost so computed to the Special Resolution as set out at Agenda Item No.13
and the employee compensation cost that shall have been and 14 of the accompanying notice.
recognized if it had used the fair value of the Options and
the impact of this difference on profits and on Earning Per
Share (EPS) of the Company shall also be disclosed in the
Board’s Report.
By Order of the Board
Consent of the members is being sought by way of special
For Century Plyboards (India) Ltd.
resolution pursuant to Section 62(1)(b) and all other
applicable provisions, if any, of the Companies Act, 2013 and
Sd/-
as per Regulation 6 of the SEBI SBEB Regulations.
Sundeep Jhunjhunwala
A draft copy of the ESOP 2021 shall be open for inspection Company Secretary
by the Members in electronic mode. Members can inspect FCS 4946
the same by sending an email to investors@centuryply.com. 10th August, 2021
Registered Office
None of the Directors, Key Managerial Personnel of
P-15/1, Taratala Road
the Company including their relatives are interested or
Kolkata- 700 088
24
ANNEXURE TO THE NOTICE
Details of Directors seeking appointment/ re-appointment at the Annual General Meeting
(Pursuant to Regulation 36(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Companies Act, 2013 and ‘Secretarial Standards on General Meetings’)
Name Sri Vishnu Sri Keshav Sri Naresh Pachisia Sri Rajesh Kumar Sri Sajjan Bhajanka Sri Sanjay Sri Ajay Baldawa
Khemani Bhajanka Agarwal Agarwal
(3) (4 & 11) (6) (7 & 8) (9) (10) (12)
Director’s 01006268 03109701 00233768 00223718 00246043 00246132 00472128
Identification
Number (DIN)
Age (Years) 69 32 58 51 69 60 64
Nationality Indian Indian Indian Indian Indian Indian Indian
Qualifications Science Graduate Graduate Graduate (Commerce); Graduate Graduate (Commerce) Graduate B.E. Engg.,
(Accounting and AMP from ISB, Hyderabad; (Commerce); (Commerce) M.Tech
Finance) Certified Financial Planner Diploma Holder in
(CFP) Computer Science
Experience (Years) 43 10 38 30 42 34 36
Expertise in specific Management & Sales & Marketing Capital Markets Administration, Management, Marketing & Sales Production &
functional area Administration Logistics, Information Administration & Finance Promotion Technical
Technology &
Procurement
Date of first 16.04.2008 28.01.2016 01.04.2021 09.02.2021 05.12.1986 05.01.1982 23.02.1994
appointment on
the Board of the
Company
Shareholding in the 1,27,86,900 5,00,000 Nil 40,53,882 2,62,14,037 2,48,80,460 75,000
Company (equity
shares of F.V. H1
each.) including
shareholding as a
beneficial owner
(as on 31st March,
2021)
Terms and
conditions of
appointment/
reappointment
and details of
remuneration
25
NOTICE
26
Name Sri Vishnu Sri Keshav Sri Naresh Pachisia Sri Rajesh Kumar Sri Sajjan Bhajanka Sri Sanjay Sri Ajay Baldawa
Khemani Bhajanka Agarwal Agarwal
(3) (4 & 11) (6) (7 & 8) (9) (10) (12)
Terms and Tenure as Tenure as Tenure as Independent Tenure as Executive Tenure as Chairman and Tenure as a CEO Tenure as Executive
conditions Managing Executive Director director upto 31st March Director upto 8th Managing Director upto to and Managing Director (Technical)
Director upto31st upto 27th January, 2024, not liable to retire by February, 2024, Liable31st March, 2026, not liable Director upto 30th upto 30th June,
July, 2023, Liable 2026, Liable to rotation% to retire by rotation%to retire by rotation$% June, 2026, not 2026, Liable to
to retire by retire by rotation% liable to retire by retire by rotation%
Rotation rotation%
Present ceiling of Fixed- Fixed- Maximum aggregate Fixed- H1,00,00,000/-; Fixed- H2,40,00,000/-; Fixed- Fixed-
Remuneration(H) H2,40,00,000/-; H2,40,00,000/-;commission of one Perquisites- Perquisites- H12,00,000/- H2,40,00,000/-; H6,00,00,000/-
p.a. # Perquisites- Perquisites- percent ofthe net profits 12,00,000/-% ; Commission-not Perquisites- Perquisites-
12,00,000/-; H12,00,000/- ; of the Company for each exceeding 2% of the net H12,00,000/- ; H12,00,000/- %
Commission-not Commission-not financial year for all Non- profits in a particular Commission-not
exceeding 2% of exceeding 1% ofexecutive Directors of the financial year % exceeding 2% of
the net profits in a the net profits in a
Company, with additional the net profits in a
particular financial particular financial
limits as prescribed under particular financial
year year % Regulation17(6) of the year%
Listing Regulations.
Details of Fixed-H1,20,00,000 Fixed-H1,00,00,000 Commission- H4,00,000 Fixed-H90,00,000/- Fixed-H1,20,00,000 Fixed-H1,20,00,000 Fixed- H5,35,00,000
Remuneration Commission- ^ Commission-^ per annum Commission- ^ Commission- ^
sought to be paid^^
Last drawn Fixed-H6,000,000 Fixed- H2,500,000 NIL Fixed- H7,69,370@ Fixed-H6,000,000 Fixed- H6,000,000 Fixed- H2,40,00,000
remuneration (H) Commission- Commission- Commission-H1,43,40,500 Commission-
p.a. H1,43,17,000 H29,62,500 H1,43,40,500
Number of Board 4 4 NA 1 4 4 4
Meetings attended
during the FY 2020-
21 (out of 4 held)
Name Sri Vishnu Sri Keshav Sri Naresh Pachisia Sri Rajesh Kumar Sri Sajjan Bhajanka Sri Sanjay Sri Ajay Baldawa
Khemani Bhajanka Agarwal Agarwal
(3) (4 & 11) (6) (7 & 8) (9) (10) (12)
List of directorships 1. Century MDF 1. Adonis Vyaper 1. Gillanders Arbuthnot & 1. Amul Boards Pvt. 1. Association of 1. Auroville 1. Adonis Vyaper
held in other Ltd. Pvt. Ltd. Company Ltd. Ltd. Indian Panelboard Investments Pvt. Ltd.
Companies 2. Sharon 2. Apnapan 2. Linc Pen & Plastics Ltd. 2. Brijdham Manufacturer Pvt. Ltd. 2. ApnapanViniyog
(excluding Foreign International Viniyog Pvt. Merchants Pvt Ltd 2. Brijdham Merchants Pvt 2. Brijdham Pvt. Ltd.
Companies) 3. Orbit Regency
Services Pvt. Ltd. Maintenance Company 3. Century Infotech Ltd Merchants Pvt 3. Ara Suppliers
Ltd. 3. Ara Suppliers Pvt. Ltd. Ltd. 3. Century MDF Ltd. Ltd Pvt. Ltd.
Pvt. Ltd. 4. SKP Commodities Ltd. 4. Century LED Ltd. 4. Century Panels Ltd. 3. Century Coats 4. Arham Sales Pvt.
4. Arham Sales Ltd. Ltd.
5. SKP Insurance Advisors 5. Century 5. Fine Infraprojects Pvt.
Pvt. Ltd. Pvt. Ltd. Plantations Ltd. Ltd. 4. Century 5. Auro Sundram
5. Century LED Infotech Ltd. Ply & Door Pvt.
6. SKP Risk Advisors Pvt. 6. Esteem Angan 6. Makui Properties Pvt.
Ltd. Ltd. Pvt. Ltd. Ltd. 5. Century Panels Ltd.
6. Century Ltd. 6. Century MDF
7. SKP Securities Ltd. 7. Eureka Complex 7. Meghalaya Power Ltd.
Plantations Ltd. Pvt. Ltd. 6. Fine Ltd.
8. Pacific Plywoods Pvt. Infraprojects
7. Dewdrop 8. Hindusthan Club Ltd. 7. Century Panels
Enclave Pvt. Pvt. Ltd. Ltd.
Ltd 9. Shyam Century Ferrous 7. Indian
Ltd. 8. Century
9. Megha Technical Ltd. Chamber of
8. Indian and Engineers Pvt. Plyboards
Chamber of 10. Shyam Century Multi Commerce (Meghalaya) Ltd.
Ltd. Projects Pvt. Ltd Calcutta
Commerce 9. Darshanlal
Calcutta 10. NE Hills Hydro Ltd. 11. Sri Ram Merchants Pvt. 8. Pacific Jagdishparshad
9. Sri Ram 11. Pacific Plywoods Ltd. Plywoods Pvt. Pvt. Ltd.
Merchants Pvt Pvt Ltd 12. Sri Ram Vanijya Pvt. Ltd. Ltd.
Ltd 12. Preferred Cement 13. Star Cement Ltd. 9. Ranisati Vihar
10. Sri Ram Pvt. Ltd. Pvt. Ltd.
14. Star Cement Meghalaya
VanijyaPvt Ltd 13. Shyam Century Ltd. 10. Star Cement
11. Star Cement Cement Industries Ltd.
Lumshnong Ltd. 11. Star Cement
Ltd. 14. Shyam Century Meghalaya Ltd.
12. Star Cement Ferrous Ltd. 12. Sumangal
North East Ltd. 15. Shyam Century Business Pvt.
Metallic Ltd. Ltd.
16. Shyam Greenfield 13. Sumangal
Developer Pvt. International
Ltd. Pvt. Ltd.
17. Good look
Infracon Pvt. Ltd.
27
NOTICE
28
Name Sri Vishnu Sri Keshav Sri Naresh Pachisia Sri Rajesh Kumar Sri Sajjan Bhajanka Sri Sanjay Sri Ajay Baldawa
Khemani Bhajanka Agarwal Agarwal
(3) (4 & 11) (6) (7 & 8) (9) (10) (12)
Membership/ None None Audit Committee: Stakeholders Audit Committee: Stakeholders None
Chairmanships Member- Relationship Member- Relationship
of Committees of Committee: Committee:
1. Gillanders Arbuthnot & 1. Star Cement Ltd.
Boards of other Chairperson- Member-
Co. Ltd. 2. Star Cement Meghalaya
Companies** 1. Shyam Century
2. Linc Pen & Plastics Ltd. Ltd. 1. Star Cement
Ferrous Ltd. Ltd.
3. SKP Securities Ltd. 3. Meghalaya Power Ltd.
Stakeholders Stakeholders
Relationship Committee: Relationship Committee:
Member- Member-
1. SKP Securities Ltd. 1. Star Cement Ltd.
Relationship with None Son of Sri Sajjan None None Father of Sri Keshav Father of Smt. None
other Directors, Bhajanka, Bhajanka, Executive Nikita Bansal,
Manager and Chairman and Director Executive Director
Key Managerial Managing Director
Personnel of the
Company
^ Commission to be paid within approved limits on recommendation by the Nomination and Remuneration Committee
^^ Subject to revision within approved limits
@ Remuneration paid in the capacity of Executive Director since 09.02.2021
# calculated in the manner referred to in Section 198 of the Companies Act, 2013
$ appointment is further subject to compliance of Regulation 17(1B) of the SEBI Listing Regulations which is to become effective on 1st April, 2022, where upon, he shall, at his own
discretion, opt to continue either as the Chairman or as Managing Director of the Company.
% Subject to approval of Shareholders
**Pursuant to Regulation 26 of the Listing Regulations, only two Committee viz. Audit Committee and Stakeholders Relationship Committee have been considered.
NOTICE
To,
MAHESHWARI DATAMATICS PRIVATE LIMITED
UNIT: Century Plyboards (India) Limited
23, R N Mukherjee Road, 5th Floor,
Kolkata - 700 001.
Phone No. 033- 2243-5029/2248-2248
Email : mdpldc@yahoo.com
Registered Address
Date:
Notes:
1. On registration/ updation, all the communications will be sent to the registered e-mail ID.
2. The form is also available on the website of the Company at www.centuryply.com under the ‘’Investors’’ section.
3. Members holding shares in electronic mode are requested to ensure to keep their e-mail ID updated with the Depository
Participants with whom they are holding their Demat Account.
4. Please enclose the following documents-
a. Self-attested scanned copy of PAN card; and
b. Self-attested scanned copy of any document (such as AADHAAR card/ latest Electricity Bill/ latest Telephone/ Mobile Bill/
Driving License/ Passport/ Voter ID card/ Bank Passbook particulars) in support of the postal address of the Member as
registered against their shareholding.
5. Members are requested to keep their depository participants / Company’s Registrar- Maheshwari Datamatics Private Limited
informed as and when there is any change in the e-mail ID. Unless, the email ID given hereunder is changed by you by sending
another communication in writing, the Company will continue to send all the communication to you on the above mentioned
email ID.
29