1.12 PROVISIONS, CONTINGENT LIABILITIES AND CONTINGENT ASSETS:
Provisions are recognised when the Company has a present obligation (legal or constructive) as aresult of a past event, it is probable that an outflow of resources embodying economic benefits will berequired to settle the obligation and a reliable estimate can be made of the amount of the obligation. Ifthe effect of the time value of money is material, provisions are discounted using a current pre-tax ratethat reflects, when appropriate, the risks specific to the liability. When discounting is used, the increasein the provision due to the passage of time is recognised as a finance cost.
Disclosure of contingent liability is made when there is a possible obligation arising from past events,the existence of which will be confirmed only by the occurrence or non-occurrence of one or moreuncertain future events not wholly within the control of the Company or a present obligation that arisesfrom past events where it is either not probable that an outflow of resources embodying economicbenefits will be required to settle or a reliable estimate of amount cannot be made.
1.13 SEGMENT REPORTING:
Operating Segments are reported in a manner consistent with the internal reporting provided to thechief operating decision maker (CODM). The CODM assesses the financial performance and positionof the company, and makes strategic decisions. The CODM consists of Managing Director & CEO andChief Financial Officer.
The Company's operating businesses are organized and managed separately according to the natureof products, with each segment representing a strategic business unit that offers different productsand serves different markets. The identified segments are Manufacturing and Sale of (a) Laminate andAllied products; (b) Veneer and Allied products and (c) Plywood and Allied products
The analysis of geographical segment is based on the geographical location of the customers. Thegeographical segments considered for disclosure are (a) Sales within India include sales to customerslocated within India; (b) Sales outside India include sales to customers located outside India.
Common allocable costs are allocated to each segment according to the ratio of their respectiveturnover to the total turnover.
The Unallocated Segment includes general corporate income and expense items, which are notallocated to any business segment.
# During the previous year Company has allotted 581301 shares at face value H1 pursuant to the scheme ofarrangement ( Refer Note No 45).
During the financial year 2024-25, the Company has issued and allotted 12,75,73,851 equity shares of facevalue of HI/- each as bonus shares in the proportion of One bonus equity share of face value of HI/- forevery one equity share of face value of H1/- held as on the record date, by capitalising an amount of H0.69crores from Capital Redemption Reserve and H12.07 crores from Securities Premium. The bonus shares werelisted on BSE Limited and National Stock Exchange of India Limited on March 25, 2025.
16.4Terms/Rights attached to the Equity Shares
The Company has a single class of Equity Shares having a par value of H1 per share. Each holder of equityshares is entitled to one vote per share. The Company declares and pays dividends in Indian rupees. Thedividend proposed by the Board of Directors is subject to the approval of the shareholders in the ensuingAnnual General Meeting.
During the year, the amount of dividend per share recognized as distribution to equity shareholders wasH1.65 (Previous year H1.50). And this year interim dividend distributed H Nil per share (Previous year H Nil)Refer note no. 50 for proposed dividend.
In the event of liquidation of the Company, the holders of equity shares will be entitled to receive remainingassets of the Company, after distribution of all preferential amounts. This distribution will be in proportionto the number of equity shares held by the shareholders.
No ordinary shares have been reserved for issue under options and contracts/ commitments for the sale ofshares/ disinvestment as at the Balance Sheet date
No Securities convertible into Equity/Preference shares have been issued by the Company during the year.No calls are unpaid by any Director or Officer of the Company during the year.
No share issued for consideration other than cash during the year.
During the financial year 2024-25, the authorised share capital of the Company has been increased fromH19 crores consisting of 19,00,00,000 equity shares of face value of H1/- each to H30 crores consisting of30,00,00,000 equity shares of face value of H1/- each. During the previous financial year, there was nochange in authorized share capital.
Description and Purpose of Reserves
1) Capital Reserve:- The Capital reserve is created on account of net assets transferred pursuant to the schemeof arrangement.
2) Capital Redemption Reserve (CRR):- The CRR is transferred in company books pursuant to scheme ofarrangement, out of which Company may issue fully paid up bonus shares to its members.
3) General Reserve:- General Reserve is out of retained earnings as a free reserves.
4) Security Premium - This represents equity shares premium. Company may issue fully paid up bonus sharesto its members out of security premium reserve account.
5) Retained Earnings - It comprises of accumulated profit/(loss) of the Company.
18.2Term Loan of H235.75 crores ( Previous Year H125.61 crores) are secured by
(i) first pari-passu charge, amongst the Term Loan Lenders, on all movable fixed assets of the Company'sunits at (1) Behror (Rajasthan), (2) Nalagarh (Himachal Pradesh) and (3) Tindivanam (Tamil Nadu),present and future;
(ii) first pari-passu charge, amongst the Term Loan Lenders, on all immovable fixed assets of the Company'sunits at (1) Behror (Rajasthan), (2) Nalagarh (Himachal Pradesh) and (3) Tindivanam (Tamil Nadu), ;
(iii) second pari-passu charge, amongst the Term Loan Lenders, on all current assets of the Company,present and future;
NOTES:
a) Business Segments :
A description of the types of products and services provided by each reportable segment is as follows:
Laminate & Allied Products: The Segment is engaged in the business of manufacturing of Laminates,compact laminates and other allied products and sells through its wholesale and retail network.
Veneer & Allied Products: The Segment is engaged in the business of manufacturing of Decorativeveneers, Engineered Wood Flooring, Engineered Door Sets & Door Leaf and other allied products and Sellsthrough its wholesale and retail network.
Plywood & Allied Products: The Segment is engaged in the business of manufacturing of Plywood andother allied products and sells through its wholesale and retail network.
b) Segment Assets and Liabilities :
All Segment Assets and liabilities are directly attributable to the segment. Segment assets include alloperating assets used by the segment and consist principally of fixed assets, inventories, sundry debtors,advances and operating cash and bank balances. Segment assets and liabilities do not include share capital,reserves and surplus, borrowings, proposed dividend and income tax (both current and deferred).
c) Segment Revenue and Expenses :
Segment revenue and expenses are directly attributable to the segment. It does not include dividendincome, profit on sale of investments, interest income, interest expense, other expenses which cannot beallocated on a reasonable basis and provision for income tax (both current and deferred).
42.3 Investments by the loanee in the shares of the parent Company and its subsidiary companies, when theCompany has made a loan or advance in the nature of loan H Nil (Previous year H Nil)
Terms and conditions of transactions with related parties
Purchase from related parties are made in the ordinary course of business and on terms equivalent to those thatprevail in arm's length transactions with other vendors. Outstanding balances at the year-end are unsecured andwill be settled in cash and cash equivalents.
The Company has not recorded any impairment of receivables relating to amounts owed by related parties. Thisassessment is undertaken in each financial year through examining the financial position of the related partiesand the market in which the related party operates.
The guarantees given to foreign subsidiary is made in the ordinary course of business and on terms at arm'slength price. The commission on such guarantees from foreign subsidiaries have been recovered at arm lengthprice as per safe harbour rules of Income Tax Act.
The Company's financial risk management is an integral part of planning and executing its business strategies.The Company's financial risk management policy is planned, approved and reviewed by the Board of Directors.The Board of Directors has overall responsibility for the establishment and oversight of the Company's riskmanagement framework.
44.1 Interest Rate Risk
Interest rate risk is the risk that the fair value of future cash flows of a loans and borrowings will fluctuate becauseof change of market interest rate
44.2 Market Risk
Market Risk is the risk of loss of future earnings, fair values or future cash flows that may result from a change inthe price of a financial instrument. The value of a financial instrument may change as a result of changes in theinterest rates, foreign exchange rates, equity prices and other market changes that affect market risk sensitiveinstruments. Market risk is attributable to all market risk sensitive financial instruments including investmentsand deposits, foreign currency receivables, payables, and loans and borrowings.
The company manages market risk through the corporate finance department, which evaluates and exercisesindependent control over the entire process of market risk management. The corporate finance departmentrecommends risk management objectives and policies, which are approved by Board of Directors. The activitiesof this department include management of cash resources, implementing hedging strategies for foreigncurrency exposures, borrowing strategies, and ensuring compliance with market risk limits and policies.
44.3 Foreign Currency Risk
The Company operates internationally and portion of the business is transacted in several currencies andconsequently the Company is exposed to foreign exchange risk through its sales and services in overseas andpurchases from overseas suppliers in various foreign currencies. Foreign currency exchange rate exposure ispartly balanced by purchasing of goods, commodities and services in the respective currencies. The Companyevaluates exchange rate exposure arising from foreign currency transactions and the Company followsestablished risk management policies, including the use of derivatives like foreign currency forward contracts tohedge exposure to foreign currency risk.
Credit Risk arises from the possibility that counter party may not be able to settle their obligations as agreed.To manage this, the Company periodically assesses the financial reliability of customers, taking into accountthe financial condition, current economic trends, and analysis of historical bad debts and ageing of accountsreceivable. Individual risk limits are set accordingly.
The Company considers the probability of default upon initial recognition of asset and whether there has beena significant increase in credit risk on an ongoing basis throughout each reporting period. To assess whetherthere is a significant increase in credit risk the company compares the risk of default occurring on the asset asat the reporting date with the risk of default as at the date of initial recognition. Trade Receivables are impairedusing the Life time Expected Credit Losses (ECL) Model. The company uses a provision matrix to determine theimpairment loss allowance based on its historically observed default rates over expected life of trade receivablesand is adjusted for forward looking estimates.
Financial Assets are written off when there is no reasonable expectation of recovery, such as a debtor failing toengage in a repayment plan with the Company. The company categorizes a loan or receivable for write off whena debtor fails to make contractual payments in normal course of business. Where loans or receivables have beenwritten off, the Company continues to engage in enforcement activity to attempt to recover the receivable due.Where recoveries are made, these are recognised in statement of profit and loss.
Liquidity Risk is the risk that the Company will not be able to settle or meet its obligations on time or at reasonableprice. The Company's corporate finance department is responsible for liquidity, funding as well as settlementmanagement. In addition, processes and policies related to such risks are reviewed by the Board of Directors.Management monitors the Company's net liquidity position through rolling forecasts on the basis of expectedcash flows.
Financial Liabilities as reported in the Balance Sheet are segregated into current and non-current. Non-currentfinancial liabilities have a maturity period of more than one year, whereas the current financial liabilities havematurities within one year.
44.6 Capital Management
For the purposes of Company's Capital management, capital includes issued capital and all other equity reserves.The primary objective of the Company's Capital management is to maximize shareholder value. The companymanages its capital structure and makes adjustments in the light of changes in economic environment and therequirements of the financial covenants. The company monitors capital using debt/equity ratio, which is totaldebt divided by total equity.
During the previous year, the Scheme of Arrangement between the Company and its subsidiary, HG IndustriesLimited and their respective Shareholders ('the Scheme') has been approved by the Hon'ble Delhi NCLT on 31stOctober, 2023. and the same has been filed with ROC on 8th Nov 2023 . The Scheme has taken effect from theappointed date i.e., 1st April, 2022.
The fair values of the financial assets and liabilities are included at the amount at which the instrument could beexchanged in a current transaction between willing parties, other than in a forced or liquidated sale.
The following methods and assumptions were used to estimate the fair values:
Fair value of cash and short term deposits, trade and other short term receivables, trade payables, other currentliabilities, working capital loans from banks approximate their carrying amounts largely due to the short termmaturities of these instruments.
Financial instruments other than above are carried at amortised cost except certain assets which are carried atfair value.
The Company uses the following hierarchy for determining and disclosing the fair value of financial instrumentsby valuation technique:
Level 1 : Quoted prices in active markets for identical assets or liabilities
Level 2 : Other techniques for which all inputs which have a significant effect on the recorded fair valueare observable.
Level 3 : Techniques using inputs having significant effect on the recorded fair value that are not based onobservable market data.
A firm of Independent Accountants have certified that the Company's international and specified domestictransactions covered by transfer pricing regulations during the financial year ended 31 March, 2024 were atarm's length. The Management believes that during the current financial year, similar transactions would have noimpact on these financial statements and particularly the amount of tax expense and the provision for taxation.
c. The Company has elected Para 6 of Ind AS-116 for short term leases & recognised lease expense of H0.46crores (Previous Year H1.44 crores)associated with these lease.
d. The Company has recognised Interest expenses of H8.25 crores (Previous Year H7.15 crores) on LeaseLiabilities during the year.
e. Lease contracts entered by the Company majorly pertain for Land and office Building taken on lease toconduct its business in the ordinary course of business.
f. The Company does not have any lease restrictions and commitment towards variable rent as per thecontract.
g. The weighted average incremental borrowing rate of 8% has been applied to lease liabilities recognised inthe Balance Sheet at the date of initial application.
1 All the borrowings of the company are used for the specific purpose for which it was taken.
2 Quarterly returns or statements of Current assets filed by the company with banks/financial institution arein agreement with books of accounts except as stated in Note No 53.
3 The company is not a wilful defaulter as declared by any bank or financial Institution or any other lender.
4 The company does not have any transactions with the companies struck off under section 248 of CompaniesAct, 2013 or section 560 of Companies Act, 1956.
5 There are no charges or satisfaction yet to be registered with Registrar of Companies (ROC) beyond thestatutory period.
6 The company has complied with the number of layers prescribed under clause (87) of section 2 of the Actread with Companies (Restriction on number of Layers) Rules, 2017.
7 There are no transactions which are not recorded in the books of accounts that has been surrendered ordisclosed as income during the year in the tax assessments under the Income Tax Act, 1961 (such as, searchor survey or any other relevant provisions of the Income Tax Act, 1961).
8 The Company has not traded or invested in Crypto currency or Virtual Currency during the year.
9 No Subsequent event after Balance sheet date.
10 No proceedings have been initiated or pending against the company for holding any benami propertyunder the Benami Transactions (Prohibitions) Act, 1988
The difference in trade receivables is due to the amount included in financial statements on account of salesnot considered, for the risk and rewards not transferred in view of compliance of Ind AS 115 was inadvertentlyexcluded in June-24.
The Discrepancy in trade payables is due to the some RM supplier vendor has been wrongly tagged asCapex Vendor.
However, company has not availed any excess borrowing from the banks. The amount of working capitalborrowing for the respective month has been lower than the DP which would have been calculated as per thedebtor and creditor balances as per the books
54. The figures for the previous period are re-classified/ re-arranged / re -grouped, wherever necessary so as tobe in conformity with the figures of the current period's classification/disclosure.
As per our report of even date attached
For S S Kothari Mehta & Co. LLP For and on behalf of Board of Directors of
Chartered Accountants Greenlam Industries Limited
ICAI Firm Reg. No. 000756N/N500441 CIN: L21016DL2013PLC386045
Naveen Aggarwal Saurabh Mittal Parul Mittal
Partner Managing Director and CEO Wholetime Director
Membership No. 094380 (DIN : 00273917) (DIN : 00348783)
Ashok Kumar Sharma Prakash Kumar Biswal
Place of Signature : New Delhi Chief Financial Officer Company Secretary & Sr. VP - Legal
Dated : 30th May, 2025 (Membership No. 056336) (Membership No. A19037)