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Western India Plywoods Ltd.

BSE: 538415 Sector: Others
NSE: WIPL ISIN Code: INE215F01023
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Western India Plywoods Ltd. (WIPL) - Director Report

Company director report

We are pleased to present the report on our business and operations for the year ended31st March 2017.

1. Financial Summary (Rs. In Lakhs)

PARTICULARS Year Ended 31st March 2017 Year Ended 31st March 2016
Revenue from operations (Gross) 8946.65 9350.93
Less: Excise Duty 841.40 886.40
Revenue from Operations(Net) 8105.25 8464.53
Operational Expenditure 7743.79 7671.00
Operating profit before Depreciation Interest Tax &
Exceptional and Extraordinary Item 361.46 793.53
Finance Cost 315.77 317.48
Depreciation and amortization expense 204.40 193.16
Exceptional Items- Income 261.30 -
Extraordinary Item- Expense - 40.09
Other Income 71.96 30.38
Profit Before Tax 174.55 273.18
a) Current Tax 55.74 116.55
b) Deferred Tax 2.67 (24.00)
Profit After Tax 116.14 180.63
Balance in Profit & Loss account brought forward 1349.56 1254.16
Dividend Proposed - 70.81
Tax on Dividend proposed - 14.42
Balance carried to Balance Sheet 1465.70 1349.56

2. Company's Performance

During the year 2016-17 the company achieved revenue from operations of Rs 8946.65Lakhs as against Rs.9350.93 Lakhs and Profit Before Tax of Rs 174.55 Lakhs for the yearunder review as against Rs 273.18 Lakhs during the previous year.

3. Change in Share Capitals

During the year no shares have been issued.

4. Appropriation made from the profits a. Transfer to Reserves: Nil b. Dividend

Due to the reduced profit after tax and in view of the projected cash requirements inthe coming year the Directors do not propose equity dividend for the year 2016-17.

5. Fixed Deposit

The Company has not accepted any fixed deposits during the year under review.

6. Material changes and commitments if any affecting the financial position of theCompany which have occurred between the end of the financial year of the Company to whichthe financial statements relate and the date of the report.

No material changes and commitments affecting the financial position of the Companyoccurred between the end of the financial year to which this financial statements relateand the date of report.

7. Change in the Nature of Business if any

There was no change in the nature of business of the Company during the Financial Year2016-17.

8. Significant or Material Orders passed by Regulators / Courts / Tribunals

During the year under review there were no significant or material orders passed bythe regulators or courts or tribunals impacting the going concern status and Company'soperations in future.

9. Board of Directors & it's Committees

a. Composition of the Board of Directors

The present Board consists of Shri T Balakrishnan as Chairman Shri Y H Malegam SmtsPushya Sitaraman Shri B Jyothikumar as directors. Shri P K Mayan Mohamed is the presentManaging Director. Shri Ranjith Kuruvilla resigned from the Board during the year due tohealth reasons.

Shri Y H Malegam Shri T Balakrishnan and Smt Pushya Sitaraman are the independentdirectors of the Company The Company has also complied with Section 149(1) of theCompanies Act regarding appointment of women director. Shri Ranjith Kuruvilla is appointedas Additional Director by the Board on 7-8-2017.

b. Details of Directors & KMP

Details of the same have been given in Corporate Governance Report.

c. Declaration by Independent Directors

The Company has received necessary declarations from the Independent Directors statingthat they meet the criteria of independence as specified in Section 149(6) of theCompanies Act.

d. No of Meeting of Board of Directors

The Board of Directors of the Company met 4 times during the financial year 2016-17 on25th May 2016 13th August 2016 7th November 2016 and11th February 2017.

e. Committees of the Board.

The sub-committees of the Board comprises of Audit Committee Nomination &Remuneration Committee and Stakeholders Relationship Committee.

f. Performance Evaluation

Pursuant to the provisions of Companies Act 2013 the Board of Directors has carriedout an annual performance evaluation of its own Sub Committees of Board and individualdirectors based on the criteria laid down in the Nomination Remuneration and EvaluationPolicy of the Company.

The performance evaluation of the Board was carried out on a questionnaire template onthe basis of criteria such as flow of information to the Board effective role played bythe Board in decision making etc. The performance of evaluation of various Sub-Committeesof the Board were carried out on the basis of criteria such as constitution of thesubcommittees in accordance with the provisions of the Companies Act 2013 effectivefunctioning of the committees as per the terms of reference etc.

The performance of evaluation of individual Directors was carried out both by theNomination and Remuneration Committee and the Board on the basis of criteria such asactive participation in the Board deliberations contributions made for adoption of bettercorporate governance practice by the Company etc.

A separate meeting of Independent Directors of the Company was held during the yearunder review in which the members evaluated the performance of the Chairman on the basisof criteria such as giving guidance to the Board and ensuring the independence of theBoard etc. The performance of the non-independent directors was also evaluated on thebasis of their contribution to the Board deliberations.

The details of programme for familiarsation of independent directors of your companyare available on your company's website www.wipltd.in

g. Directors Responsibility Statement

In terms of the requirements of Section 134(3)(c) read with Section 134(5) of theCompanies Act 2013 Board of Directors of the Company hereby state and confirm that: i)In the preparation of the annual accounts the applicable accounting Standards had beenfollowed. Proper explanation relating to material departures if any is provided whereverapplicable; ii) Such accounting policies were selected and applied consistently and hadmade judgments and estimates that are reasonable and prudent so as to give a true and fairview of the state of affairs of the Company at the end of the financial year and of theprofit of the Company for the period; iii) Proper and sufficient care were taken for themaintenance of adequate accounting records in accordance with the provisions of this Actfor safeguarding the assets of the Company and for preventing and detecting fraud andother irregularities. iv) The annual accounts were prepared on a going concern basis v)The internal financial controls to be followed by the Company were laid down and suchinternal financial controls were adequate and were operating effectively; and vi) Propersystems to ensure compliance with the provisions of all applicable laws were devised andsuch systems were adequate and operating effectively.

10. Audit Related Matters a. Statutory Auditors

The Auditors Report for the financial year 2016-17 does not contain any qualificationreservation or adverse remarks.

M/s Varma & Varma Chartered Accountants (FRN 004532S) were appointed as statutoryauditors till the conclustion of 72nd Annual General Meeting. The Directorspropose appointment of M/s Sankar & Moorthy Chartered Accountants (FRN No. 003575S)as Statutory Auditors of the Company subject to the approval of the shareholders in theforthcoming Annual General Meeting.

Secretarial Auditors

The Board of Directors pursuant to the provisions of Section 204 of the Companies Act2013 appointed M/s. Gopimohan Satheesan & Associates Company Secretaries Kochi asthe Secretarial Auditor of the Company to carry out the Secretarial Audit for theFinancial Year 2016-17.

Secretarial Audit Report:

Secretarial Audit Report is attached as Annexure I

The Secretarial Auditors has confirmed that the company has complied with theprovisions of applicable acts rules etc. . The following observations were made

1. Updation of charges maintained by Ministry of Corporate Affairs.

These relate to loans which were fully repaid more than 20 years ago. Most of thelenders are no longer in existence. It is presumed that all relevant forms were filed atthe correct time. The audited Balance sheet does not show any such loan outstanding.

2. License from Pollution Control Board.

The Company has already applied to the Pollution Control Board with relevant fees andthe same is being processed by Pollution Control Board.

3. Extension of Preference Shares

As regards filing of MGT-14 with ROC the same was done on 05.08.2017.

11. Policy Matters a. Nomination Remuneration and Evaluation Policy

Pursuant to the provisions of Section 178(3) of the Companies Act 2013 the Nominationand Remuneration Committee of the Company has formulated and recommended to the Board apolicy containing the criteria for determining qualifications positive attributes andindependence of a director and the remuneration for the directors Key ManagerialPersonnel and other employees ensuring that it covers the matters mentioned in Section178(4) of the Act. Nomination Remuneration and Evaluation policy approved by the Board isgiven in Annexure 2 to this Report.

b. Vigil Mechanism/Whistle Blower Policy

The Company has a Whistle Blower policy to enable its employees and Directors to reportany genuine grievances illegal or unethical behavior suspected fraud or violation oflaws rules and regulations. The Whistle blower also has access to the Audit CommitteeChairman.

The said policy has been amended in line with the provisions of Companies Act 2013 andit provides for adequate protection to the whistle blower against victimization ordiscriminatory practices.

The vigil mechanism is available on your Company's website www.wipltd.in.

c. Corporate Social Responsibility Policy

The Corporate Social Responsibility Rules 2014 are not applicable to the Company forfinancial year 2016-17.

d. Risk Management Policy

Risk Management

Your Company recognizes that risk is an integral part of business and is committed tomanaging the risks in a proactive and efficient manner. Your Company periodically assessesrisks in the internal and external environment along with the cost of treating risks andincorporates risk treatment plans in its strategy business and operational plans. TheBoard members are informed about the risk assessment and minimization procedures. TheBoard is responsible for framing implementing and monitoring the risk management plan forthe company. The Company manages monitors and reports on the principal risks anduncertainties that can impact its ability to achieve its strategic objectives. TheCompany's management systems organizational structures processes standards code ofconduct and behaviours together govern the business of the Company and manage associatedrisks. Some of the risks which may pose challenges are set out in the ManagementDiscussion and Analysis which forms part of this Report.

12. Other Matters a. Internal Financial Controls

The Company had adequate internal financial controls in place with reference to thefinancial statements. During the year under review the controls were evaluated and nosignificant weakness was identified in design or operations of the controls.

M/s Krishnamoorthy & Krishnamoorthy Chartered Accountants the Company's internalauditors have submitted report on the Control Systems Procedures etc.

b. Financial Position and Performance of Subsidiaries Joint Ventures and Associates.

Pursuant to Section 136 of the Companies Act2013 the Companies are exempted fromattaching the Audited Financial Statements and other particulates of its subsidiarycompanies along with the Annual Report of the Company. However a statement containingsalient features of the financial statement of the subsidiary companies in form AOC-1 isattached as part of the Directors' Report-Annexure 3. The full text of the auditedfinancial of subsidiary Companies are available on the Company's website www.wipltd.in

c. Any revision made in the financial statements or Boards Report

The Company has not revised the Financial Statements or Board's Report in respect ofany of the three preceding financial years.

d. Employee Stock Option

The Company does not have a Employee stock option Scheme.

e. Code of Conduct

Declaration signed by the Managing Director affirming compliance with the Code ofConduct by the Directors and Senior Management of the Company for the Financial Year2016-17 forms part of the Corporate Governance Report

f. Extract of Annual Return

Extract of the Annual Return in Form No. MGT -9 forms part of the Board's Report and isannexed herewith as Annexure 4

g. Management Discussion and Analysis Report

As per the Listing regulations a detailed review of the developments in the industryperformance of the Company opportunities and risks internal control systems outlooketc. of the Company is given under the head Management Discussion and Analysis Reportwhich forms part of this Annual Report.

h. Particulars of Loans Guarantees and investments

During the year no loans guarantees and investments were made.

i. Related Party Transactions

All Related party transactions that were entered into during the financial year were onarm's length basis and were in the ordinary course of business. There are no materiallyrelated party transactions made by the Company with Directors Key Managerial Personnelwho may have a potential conflict with the interest of the Company at large.

Where related party transactions took place they were placed before the Audit Committeeand also to the Board for Approval. Since all related party transactions entered into bythe Company were in the ordinary course of business and on arms length basis Form AOC-2is not applicable to the Company.

The policy on related party transactions as approved by the Audit Committee and theBoard is available on the Company's website www.wipltd.in.

j. Listing of shares

The equity shares of the Company are listed with National Stock Exchange of India LtdMumbai with effect from 07.04.2017.

k. Conservation of Energy Technology Absorption and Foreign Exchange Earnings andOutgo

The information pertaining to conversation of energy technology absorption foreignexchange earnings and outgo as required under section 134(3)(m) of the Companies Act 2013read with Rule 8(3) of the Companies (Accounts) Rules 2014 is furnished in Annexure 5and forms part of this Report.

l. Remuneration Details of Directors Key Managerial Personnel and Employees

None of the directors Key Managerial Personnel and other employees is in receipt ofremuneration exceeding the limits prescribed under Sections 134 and 197 of the CompaniesAct 2013 read with Rule 5 of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 as amended.

m. Disclosure as per Sexual Harassment of Women at Workplace (Prevention Prohibitionand Redressal ) Act2013.

The Company is committed in providing and promoting a safe and healthy work environmentfor all its employees. It has zero tolerance towards sexual harassment at the workplaceand has adopted a policy for ‘Prevention and Redressal of Sexual Harassment at theWorkplace' in line with the provisions of the Sexual Harassment of Women at Workplace(Prevention Prohibition and Redressal) Act 2013 and the Rules framed there under forprevention and redressal of complaints of sexual harassment at work place along with astructured reporting and redressal mechanism. The Company has also constituted an InternalComplaints Committee to inquire into complaints of sexual harassment and recommendappropriate action. The policy has been circulated among the employees of the Company andthe same is exhibited in the notice Board of the Company. During the year under reviewthe Company has not received any complaint of sexual harassment.

13. Acknowledgement

The Board wishes to place on record its sincere appreciation to the Company'scustomers vendors central and state government bodies auditors registrar bankers andKSIDC for their continued support to the Company during the year under review. TheDirectors also wish to place on record their appreciation for the dedicated efforts of theemployees at all levels. Finally the Board expresses its gratitude to the members fortheir continued trust co-operation and support.

For and on behalf of the Board of Directors
Sd/-
Place: Trivandrum Shri T. Balakrishnan
Date : 07-08-2017 Chairman