GREENLAM INDUSTRIES LIMITED

Corporate Information

Board of Directors: Mr. Shiv Prakash Mittal

Mr. Rajesh Mittal

Mr. Saurabh Mittal

Mr. Shobhan Mittal

Registered Office: Makum Road, P.O. Tinsukia,

Assam - 786 125, India

Phone: (0374) 2352353, Fax: (0374) 2338233,

Email: prakash.corp@greenply.com

CIN: U21016AS2013PLC011624

Statutory Auditors: M/s. D. Dhandaria & Company

Thana Road, P.O. Tinsukia, Assam -786125

GREENLAM INDUSTRIES LIMITED

Directors’ Report Dear Shareholders, Your Directors are pleased to present the 1st Annual Report of your Company together with the Audited Financial Statements and the Auditor’s Report for the first financial year starting from August 12, 2013 to March 31, 2014.

Financial Results The financial performance of the Company, for the first financial year starting from August 12, 2013 to March 31, 2014 is summarized below:

Particulars Period from August 12, 2013 to March 31, 2014

(Amount in Rs.)

Profit/(Loss) before Finance Cost, Depreciation and Amortisation Expenses and Tax Expenses

(47,316.00)

Less: Depreciation & Amortization of Expenses 32,535.00

Profit/(Loss) before Tax (79,851.00)

Tax -

Profit/(Loss) for the period (79,851.00)

Balance carried to Balance Sheet (79,851.00)

Review of Operations Your Company was incorporated on August 12, 2013 as a wholly-owned subsidiary of Greenply Industries Limited and obtained Certificate for Commencement of Business on August 16, 2013 issued by Registrar of Companies, Assam, Tripura, Manipur, Nagaland, Meghalaya, Arunachal Pradesh and Mizoram. As per the Memorandum of Association, your Company is authorised to carry on business as manufacturers, traders, exporters, importers, dealers, wholesalers, retailers, service providers, commission agents, of laminates of all sizes and descriptions, veneers, pre-laminated board, decorative laminates, decorative laminated sheets, high pressure laminates, post forming laminates, decorative veneers, ready to install doors, high-end doors, High-end Veneered Engineering Flooring and Pre-laminated Particle Board of all kinds and descriptions and other paper based, wood based and plastic based products of all kinds and descriptions and industrial laminated sheets, compact laminates of every descriptions, post formed panels, whether laminated or not, restroom cubicles, lockers and every type of partition systems and to act decorators and manufacturers and deal in housing furniture and fittings, interior decorators, commercial and industrial furniture and fittings and implements and tools of all descriptions and provide consultancy in total interior and exterior decoration and furniture solution. Your Directors are taking necessary steps to commence operations in line with the objects of your Company. However, during the period under review, your Company could not commence any operation and incurred a loss of Rs. 79,851.00 and consequently, no amount is proposed to be carried to reserves.

Dividend In view of the losses during the period under review, the Board of Directors does not recommend any dividend. Composite Scheme of Arrangement Your Board of Directors, subject to approval of the concerned authorities, approved a Composite Scheme of Arrangement between Greenlam Industries Limited and Greenply Industries Limited and their respective shareholders and creditors for the de-merger of the Decorative Business (comprised of Laminates and Allied Products) of Greenply Industries Limited to Greenlam Industries Limited with effect from the Appointed Date i.e. April 1, 2013 or such other date as the Hon’ble High Court may direct. Further, upon the said Scheme becoming effective and in consideration of the demerger and transfer of the Demerged Undertaking, Greenlam Industries Limited shall issue and allot to the shareholders of Greenply Industries Limited whose names appear in the register of members of Greenply Industries Limited as on the Record Date, 1 (One) equity share of Rs. 5.00 (Rupees Five only) each in Greenlam Industries Limited, credited as fully paid-up for every 1 (One) equity share of Rs. 5.00 (Rupees Five only) each held by them in Greenply Industries Limited. The equity shares to be issued pursuant to the Scheme in Greenlam Industries Limited will be listed with BSE Ltd. and National Stock Exchange of India Limited. Outlook In view of the on-going de-merger of the Decorative Business (comprised of Laminates and Allied Products) of Greenply Industries Limited to Greenlam Industries Limited, the outlook of your Company remains favourable and your directors are confident of achieving better results going forward. Directors Mr. Shiv Prakash Mittal (DIN: 00237242), Mr. Rajesh Mittal (DIN: 00240900), Mr. Saurabh Mittal (DIN: 00273917) and Mr. Shobhan Mittal (DIN: 00347517) were named as first directors in the Articles of Association of your Company. There has been no change in director of your Company during the period under review. Mr. Shiv Prakash Mittal, director of your Company, retires by rotation at the ensuing Annual General Meeting and being eligible offers himself for re-appointment. None of the directors of your Company is disqualified under the provisions of Section 274(1)(g) of the Companies Act, 1956 and Section 164(2)(a) & (b) of the Companies Act, 2013. Directors' Responsibility Statement Pursuant to Section 217(2AA) of the Companies Act, 1956, the Board of Directors of the Company confirms that:

1) in the preparation of the annual accounts for the financial year ended 31st March,

2014, the applicable accounting standards had been followed. 2) the Directors had selected such accounting policies and applied them consistently

and made reasonable and prudent judgments and estimates to provide a true and fair view of the state of affairs of the Company at the end of the period under review and of the loss of the Company for that period.

3) the Directors had taken proper and sufficient care to maintain adequate accounting

records in accordance with the provisions of the Companies Act, 1956, to safeguard the Company’s assets and for preventing and detecting fraud and other irregularities.

4) the Directors prepared the annual accounts on a ‘going concern’ basis. Public deposits During the period under review, the Company did not invite or accept any deposits from the public under Section 58A of the Companies Act, 1956. Auditors M/s. D. Dhandaria & Company, Chartered Accountants, statutory auditors of the Company, will retire at the ensuing Annual General Meeting and being eligible, offers themselves for re-appointment and have further confirmed their eligibility under Sections 139 and 141 of the Companies Act, 2013 and allied rules frames thereunder. Your directors recommend their re-appointment as Statutory Auditors of the Company for a term of 5 years i.e. from the conclusion of the ensuing Annual General Meeting till the conclusion of the 6th Annual General Meeting of the Company and also request to fix the remuneration payable for the financial year 2014-15. Auditor’s Report The notes and observations on Financial Statements referred in the Auditors’ Report are self-explanatory and, therefore, do not call for further clarification. Particulars of employees None of the employees of the company is drawing remuneration exceeding the limits specified under Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975, as amended from time to time and hence no particulars are required to be given. Disclosure under section 217(1)(d) of the Companies Act, 1956 Except as disclosed elsewhere in this report, there have been no material changes and commitments which can affect the financial position of the Company occurred between the end of the 1st financial year of the Company and date of this report.

Conservation of energy, technology absorption and foreign exchange earnings and outgo As required under Companies (Disclosure of particulars in the Report of Board of Directors) Rules, 1988, it is stated that the energy consumption is not significant. There has been no technology absorption and also the Company has neither earned nor used any foreign exchange during the period under review. Acknowledgement Your Directors take this opportunity to express their gratitude to all the stakeholders of your Company for their continuing support and co-operation at all level. Place: Kolkata On behalf of the Board of Directors Date: May 26, 2014 For Greenlam Industries Limited

S. P. Mittal Saurabh Mittal Director Director