You are here » Home » Companies » Company Overview » Indian Wood Products Company Ltd

Indian Wood Products Company Ltd.

BSE: 540954 Sector: Others
NSE: N.A. ISIN Code: INE586E01020
BSE 00:00 | 19 Feb 39.60 3.60
(10.00%)
OPEN

37.90

HIGH

41.00

LOW

37.90

NSE 05:30 | 01 Jan Indian Wood Products Company Ltd
OPEN 37.90
PREVIOUS CLOSE 36.00
VOLUME 30406
52-Week high 95.65
52-Week low 33.50
P/E 22.37
Mkt Cap.(Rs cr) 253
Buy Price 38.10
Buy Qty 50.00
Sell Price 39.85
Sell Qty 100.00
OPEN 37.90
CLOSE 36.00
VOLUME 30406
52-Week high 95.65
52-Week low 33.50
P/E 22.37
Mkt Cap.(Rs cr) 253
Buy Price 38.10
Buy Qty 50.00
Sell Price 39.85
Sell Qty 100.00

Indian Wood Products Company Ltd. (INDIANWOODPROD) - Director Report

Company director report

FY2019 represents fiscal year 2018-19 from 1 April 2018 to 31 March 2019 andanalogously for FY2018 and previously such labeled years.

Dear Shareholders

The Board of Directors (the Board) of the Company immensely pleased to present the 99thBoard's Report along with the Balance Sheet Profit and Loss Account Cash FlowStatements and Statement of Changes in Equity for the financial year ended March 31 2019.The Board also congratulates every stakeholder on the completion of 100 years of journeyof IWP.

1. FINANCIAL HIGHLIGHTS/PERFORMANCE OF THE COMPANY

Key highlights of financial performance of the Company for the FY2019 are as under:

(Rs. in Lakhs)

Particulars Standalone Consolidated
FY2019 FY2018 FY2019 FY2018
Revenue from Operations 20159.40 21956.18 20159.40 21956.18
Profit Before Tax (PBT) 2563.28 2663.16 2472.68 2518.62
Tax expenses 778.88 931.63 778.88 931.63
Profit After Tax (PAT) 1784.40 1731.53 1693.80 1586.99
Earnings Per Shares* 2.79 2.71 2.65 2.48
Equity Share Capital 1279.75 640.03 1279.75 640.03
Other Equity / Reserves and Surplus 33651.07 32608.32 33311.10 32461.61

*Earning Per Shares in respect of the previous periods has been re-stated consideringsplit of equity shares into face value of Rs.2/- each and the allotment of Bonus Shares inthe ratio of 1:1.

2. DIVIDEND

Your Directors are pleased to recommend a dividend of Rs. 0.20 per equity shares i.e.10% on the paid-up value of shares of the Company for FY2019 subject to approval of theshareholders at the ensuing Annual General Meeting (AGM). The dividend if approved at theensuing 99th AGM will be paid to those shareholders whose names appear on the register ofmembers of the Company as on 10/09/2019. The AGM is scheduled to be held on 17/09/2019.

3. SHARE CAPITAL

During the FY 2019 the share capital of the Company has been changed as under:

a. Reclassification of Authorised Share Capital: The Authorised Share Capital of theCompany was reclassified from Rs. 15.00 Crores divided into 1.00 Crore Equity Shares ofFace Value Rs. 10/- each and 5.00 lakhs Preference Shares of Rs. 100/- each to Rs. 15Crores divided into 7.50 Crores Equity Shares of Face Value of Rs. 2/- each.

b. Subdivision of Equity Shares: The Face Value of Equity Share of Rs.10/- each in theAuthorised Share Capital was sub-divided into Five (5) Equity Shares having Face Value ofRs. 2/- each w.e.f February 15 2019

c. Issue of Bonus Shares: The Board at its meeting held on January 02 2019 approvedand recommended the issue of Bonus Shares to celebrate the 100th Year of the Company.

The Company has issued Bonus Shares in the ratio of (1) One Shares of Rs. 2/- each onevery One (1) existing equity shares of Rs.2/- each held by the members of the Company onthe record date i.e. February 20 2019. As on March 31 2019 the paid up capital of theCompany was Rs. 127945440 comprises of 63972720 equity shares of Rs. 2/- each.

4. TRANSFER TO RESERVES

During the FY2019 the Company has not transferred any amount to General Reserve.However the Company during the FY2019 has capitalized a sum of Rs.63972720/- fromGeneral Reserve Account towards issue Bonus Shares in the ratio of 1:1.

5. REVIEW OF OPERATIONS AND STATE OF AFFAIRS

The FY 2019 was a crucial cum transforming year for the Company after the listing ofthe equity shares on BSE Limited. The operational and financialperformance of the Companyduring the FY2019 has witnessed significant challenges in terms of the cost of rawmaterial production results and revenue growth. However the Company has exhibited goodresults despite of these challenges. During the year under review the Company has receivedthe Licence to Establish and Operate in the State of Jammu & Kashmir. This new unitwill add significant growth in terms of revenue earnings because of the two reasons- firstis availability of Superior Quality of raw material in the region and another one is valueaddition of such timber based Katha. The Company has also entered into agreement with twounits in Jammu & Kashmir to provide Superior Quality Timber Liquor which will beutilized by all the production units of Company to produce value added Katha During theyear under review the Company has achieved higher sales volume at 3844.25 MT as compareto 3403.01 MT in FY 2018. Though the prices of Raw Material softened resulting in lowerprice of our finished product i.e. Katha which affected the turnover marginally ascompared to previous year FY2018. Overall the Company has achieved a higher EBIDTA marginof 16.8% as against the 14.8% in previous year. The Company has successfully introduced anew product line for retails sales i.e. packaged & blended Spices under the brand nameof IWP in the Eastern & Central part of Uttar Pradesh region and in the North EasternState of Assam. The Company is focused on the retail segment customers with lowerdisposable income and customers who are shifting from buying raw spices or loose packingto packed spices on daily basis to avoid adulteration. The Company's new packed andblended spices have been consistently accepted by the consumers as "IWP" isalready a known and trusted brand in the market. The Company is also preparing to launchits packed and blended Spices in Delhi & Uttarakhand by June 2019 and in other partsof the country in a phased manner. This division would be amongst the major growth driversin terms of diversificationof the Business and earnings growth for the Company over thenext 5 to 10 years. Our Company is committed to a clean environment and thus alwaysthrives to ensure the best measures are implanted to ensure environmental safety. The bestof environment safety and pollution control measures are implemented across all ourmanufacturing units and that the measures adopted are adequate. The managementcontinuously reviews the measures adopted and their efficiency to ensure environmentalsafety.

The operational performance and results are provided in "Management Discussion andAnalysis Report" as a separate section in this Annual Report.

6. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS ORTRIBUNALS

No significant and material orders have been passed by the Regulators Courts orTribunals impacting the going concern status of the Company and its operation in thefuture.

For further details on Indirect Tax Cases please refer Note No. 46 to the notes to theaccounts.

7. ALTERATION OF MEMORANDUM AND ARTICLES OF ASSOCITION

During the FY2019 by an ordinary resolution passed on February 8 2019 through PostalBallot the Authorised Share Capital clause of the Memorandum of Association of the Companyhas been amended to reclassify the share capital of the Company from Rs. 15.00 Croresdivided into 1.00 Crore Equity Shares of Face Value Rs. 10/- each and 5.00 lakhsPreference Shares of Rs. 100/- each to Rs. 15 Crores divided into 7.50 Crores EquityShares of Face Value of Rs. 2/- each.

There has been no alteration of Articles of Association of the Company.

8. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANYBETWEEN THE END OF THE FINANCIAL YEAR AND DATE OF THIS REPORT

There is no material change or commitment which were affect the financial position ofthe Company.

9. HOLDING SUBSIDIARIES ASSOCIATES & JOINT VENTURE

Your Company has no holding subsidiary or associates company as on 31 March 2019.

The Company has one overseas joint venture namely Agro Spice & Trading Pte LimitedSingapore as on 31 March 2019 which is engaged in the business of trading of spices. PTSumatra Resources International is a subsidiary of the said joint venture Agro Spice &Trading Pte Limited. PT Sumatra Resources International is incorporated and engaged in thebusiness of manufacturing of Catechins from Gambier with the use of innovative technology.Commercial production started from April 17 2018. The entire production of subsidiary isconsumed by the Company.

A statement containing the salient features of the financial statement of joint ventureCompany in the prescribed format AOC-1 is annexed herewith as "Annexure - 1".Further pursuant to the provisions of Section 136 of the Companies Act 2013 thestandalone financial statements of the Company consolidated financial statements alongwith relevant documents and separate audited accounts in respect of joint venture areavailable on the website of the Company at www.iwpkatha.com cost under investors' section.These documents will also be available for inspection till the date of the AGM during thebusiness hours at the Registered Office of the Company.

10. INDIAN ACCOUNTING STANDARD

Pursuant to the Companies (Indian Accounting Standard) Rules 2015 the Company hasadopted INDAS from April 1 2017. The Company's Audited Financial Statements for FY2019are Indian Accounting Standard (INDAS) complied.

11. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUECY

The Company has an adequate Internal Control System commensurate with the size scaleand complexity of its operations. To maintain its objectivity and independence theInternal Auditor reports to the Chairman of the Audit Committee of the Board.

Internal Audit is conducted by an Independent Professional Firm of CharteredAccountants. The Internal Audit Reports are reviewed and discussed with the seniormanagement team. The representative of Statutory Auditors and the Internal Auditors arepermanent invitees to the Audit Committee meetings. The measures as suggested by the AuditCommittee are implemented as per the direction of the Audit Committee.

The controls comprises of:

a) Officials of the Company have defined authority and responsibilities within whichthey perform their duty;

b) All the Banking transactions are under joint authority and no individualauthorization is given;

c) Maker-checker system is in place.

d) Any deviations from the previously approved matter require fresh prior approval.

M/s. R. K.D.S and Associates Chartered Accountants has been appointed to carry outInternal Audit of the Company for the financial year 2018-19.

12. LISTING STATUS

The Company's equity shares are presently listed on BSE Limited. The Company has paidthe Annual Listing Fees for the FY2020.

The equity shares of the Company were also listed on the Calcutta Stock ExchangeLimited (CSE). The Company incurred year towards listing fee significant and otherstatutory compliances with CSE and that there was no trading in the shares of the Companyon CSE during the last several years. CSE also does not have any trading platform.Accordingly in the best interest of the Company its shareholders and trade associatesthe Company has got it equity shares voluntarily delisting from CSE w.e.f. August 142018 as per the Regulation 6(a) of the SEBI (Delisting of Equity Shares) Regulations2009.

13. FIXED DEPOSITS

The Company has neither accepted nor renewed any deposits during the year under review.Further the Company does not have any outstanding amount qualified as deposit as on March31 2019.

14. MANAGEMENT DISCUSSION & ANALYSIS REPORT

In term of requirements of Regulation 34(2)(e) of SEBI (LODR) Regulation 2015 aManagement Discussion and Analysis Report are set out as separate section in this Annualreport which forms an integral part of this report.

15. REPORT ON CORPORATE GOVERNANCE

In term of Regulation 34(3) of the listing Regulations a Report on CorporateGovernance together with a certificate from Practicing Company Secretary regardingcompliance with the requirements of Corporate Governance is included as a separate sectionand form an integral part of this report.

16. DIRECTORS RESPONSIBILITY STATEMENT

In terms of Section 134(5) of the Companies Act 2013 your Directors hereby confirmand state that:

i) in the preparation of the annual accounts the applicable accounting standards hadbeen followed along with proper explanation relating to materials departures;

ii) the Directors had selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the company at the end of the financial year and theProfitof the Company for that period;

iii) The Directors had taken proper sufficient care and for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities;

iv) That the Directors had prepared the annual accounts on a going concern basis;

v) That the Directors had laid down internal financial controls in the Company that areadequate and were operating effectively; and

vi) The Directors have devised proper systems to ensure Compliance with the provisionsof all applicable laws and that such systems are adequate and operating effectively.

17. CORPORATE SOCIAL RESPONSIBILITY

Your Company is conscious of its Social Responsibility and the environment in which itoperates. Over the years the Company aimed towards improving the life of thepeople.Company's CSR policy covers activities in the field of eradication of extremehunger and poverty promotion of education promotion of gender equality empowerment ofwomen improvement of mental health slum area development and rural development projectsemployment enhancing vocational skills ensuring environmental sustainability animalwelfare sanitation including contribution to Swachh Bharat Kosh set up by the CentralGovernment contribution to the Prime Ministers National Relief Fund or any other projectset up by the Central Government.

During FY2019 in compliance with Section 135 of the Act an amount of Rs. 32.53 Lakhsis required to be spent by the Company in CSR activities. The Company has spent Rs. 36.10Lakhs on CSR activities covering donation of Mobile Medical Van installation of LEDStreet Light and Swachhalaya under Swatch Bharat Scheme.

The CSR Policy may be accessed on the Company's website at:http://www.iwpkatha.com/files/IWP_CSR_ Policy.pdf The Annual Report on CSR activities isannexed herewith as Annexure - 2 and forms a part of this Annual Report.

18. DIRECTORS AND KEY MANAGERIAL PERSONNEL

Mr. Sanjay Kumar Maheswary (DIN: 00497335) and Mr. Vinod Kumar Maheshwary (DIN:02659320) were appointed as Independent Directors of the Company for a term of 5 yearsthrough Postal Ballot held on March 28 2015. Their present term of appointment is comingto an end on the ensuing AGM.

Based on the recommendation of the Nomination and Remuneration Committee and in termsof the provisions of Sections 149 150 152 Schedule IV and any other applicableprovisions of the Companies Act 2013 and the SEBI (LODR) Regulations 2015 the Board ofDirectors of the Company recommends the reappointment of Mr. Sanjay Kumar Maheswary andMr. Vinod Kumar Maheshwary as an Independent Directors for a Second Term of 5 (Five) yearsfrom September 17 2019 till September 16 2024 for approval by the shareholders. Theyshall not be liable to retire by rotation.

In accordance with the provisions of Section 152 of the Companies Act 2013 and underthe Articles of Association of the Company Mr. Rajendra Prasad Chetani (DIN 00392215)Director of the Company retire by rotation and being eligible offer himself forre-appointment. The criteria for selection of Directors and remuneration policy aredisclosed in the Corporate Governance section which forms part of this Annual Report.

The details of programs or familiarization training of Independent Directors with theCompany their roles right & responsibility nature of the Industry in which Companyoperates and related matters are available on the Company's website www.iwpkatha.com Briefprofiles of Mr. Sanjay Kumar Maheswary Mr. Vinod Kumar Maheshwary and Mr. Rajendra PrasadChetani are given in the Chapter on Corporate Governance and the Notice convening the 99thAGM for reference of the shareholders.

Mr. Anup Gupta Company Secretary and Mr. R K Agarwal Chief Financial Officercontinued to function as Key Managerial Personnel's during the year under review. There isno change in the KMPs during the year under review.

19. DECLARATIONS BY INDEPENDENT DIRECTORS

In accordance with the provisions of Section 149(7) of the Companies Act 2013 each ofthe Independent Directors have confirmed to the Company that he or she meets the criteriaof independence laid down in Section 149(6) of the Companies Act 2013 read withRegulation 16(1)(b) of the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 (the Listing Regulations) as emended.

In the opinion of the Board of Directors all Independent Directors of the Companyfulfills the conditions specified in the Act and Rules made thereunder.

20. BOARD EVALUATION

Pursuant to the provisions of the Companies Act 2013 Regulation 17(10) of the ListingRegulations and in line with our corporate governance guidelines peer evaluation of allBoard members annual performance evaluation of its own performance as well as theevaluation of the working of Board's Committees was undertaken. This evaluation is led bythe Chairman of the Nomination and Remuneration Committee with specific focus on theperformance and effective functioning of the Board and its Committees. The evaluationprocess inter alia considers attendance of Directors at Board and committee meetingsacquaintance with business communicating inter se board members the time spent by eachof the Board members core competencies personal characteristics accomplishment ofspecific responsibilities and expertise.

The performance of the Board was evaluated by the Board after seeking inputs from allthe Directors on the basis of the criteria such as the Board composition and structureeffectiveness of Board processes information and functioning etc.

The performance of the Committees was evaluated by the Board after seeking inputs fromthe Committee Members on the basis of the criteria such as the composition of Committeeseffectiveness of Committee meetings etc. The report on performance evaluation of theIndividual Directors was reviewed by the Chairman of the Board and feedback was given toDirectors.

21. MEETING OF THE BOARD OF DIRECTORS

During the year under review the Board met 8 (Eight) times. The details of the Boardmeetings are provided in the Report on Corporate Governance which forms a part of thisAnnual Report.

The intervening gap between two consecutive meetings was within the limit prescribedunder the Companies Act 2013.

22. MEETING OF THE INDEPENDENT DIRECTORS

During FY2019 one meeting of Independent Directors was held without the presence ofthe Executive Directors or Management Personnel on March 30 2019. At such meeting theIndependent Directors have discussed among other matters the performance of the Companyflow of information to the Board strategy leadership strengths compliance governanceHR related matters and performance of Executive Directors.

23. AUDIT COMMITTEE

The Audit Committee of the Board comprises of:

Name of Directors Category
Mr. Sanjay Kumar Maheswary Independent Director
Mr. Vinod Kumar Maheshwary Independent Director
Mr. Rajendra Prasad Chetani Non-Executive Non-
Independent Director

During the year under review there has been no instance where the recommendations ofthe Audit Committee have not been accepted by the Board. The details of the AuditCommittee meetings are provided in the Report on Corporate Governance which forms part ofthis Annual Report.

24. VIGIL MECHANISM

The Company has adopted a vigil mechanism named Whistle Blower Policy for directors andemployees to report genuine concerns which shall provide adequate safeguards againstvictimization of persons who use such mechanism. Under this policy we encourage ouremployee to report any reporting of fraudulent financial or other information to thestakeholders any conduct that results in violation of the Company's Code of BusinessConduct to management (on an anonymous basis if employees so desire).

Likewise under this policy we have prohibited discrimination retaliation orharassment of any kind against any employee who based on the employee's reasonable beliefthat such conduct or practice have occurred or are occurring reports that information orparticipates in the said investigation.

This meets the requirement under Section 177(9) and (10) of the Companies Act 2013 andRegulation 22 of the Listing Regulations.

No individual in the Company has been denied access to the Audit Committee or itsChairman during the FY2019.

25. AUDITORS AND AUDITORS' REPORT

M/s. Agarwal Sanjay & Company Chartered Accountants (Firm Registration No.329088E) were appointed as Statutory Auditors of the company by the members at the 97thAnnual General Meeting held on 18 September 2017 for a term of 5 consecutive years subjectto ratification by the Members at every Annual General Meeting. The first proviso toSection 139 of the Companies Act 2013 which provided for the ratification of appointmentof the Statutory Auditors by the Members at every Annual General Meeting has been omittedby the Companies Amendment Act 2017 w.e.f 7 May 2018. Hence the appointment of StatutoryAuditors shall continue to be valid till the conclusion of the 5 consecutive Annualgeneral Meeting and no ratification of appointment of Statutory Auditor is required at theensuing AGM. During the year M/s. Agarwal Sanjay & Company informed that they havechanged their firm name under the same registration number as M/s. Agarwal Tondon &Co. Consequently M/s. Agarwal Tondon & Co. Chartered Accountants continue to be thestatutory auditors of the company till the conclusion of 102nd AGM as approved byshareholders at 97th AGM held on September 18 2017 The Statutory Audit Report does notcontain any qualification reservation or adverse remark or disclaimer made by StatutoryAuditors. The notes to the accounts referred to in the Auditors' Report areself-explanatory and therefore do not call for any further comments.

26. SECRETARIAL AUDIT REPORT

Pursuant to the provisions of Section 204 of the Companies Act 2013 and Rules madethereunder the Company had appointed Md. Shahnawaz (Membership No. 21427 CP No. 15076)Practicing Company Secretary to carry out the secretarial Audit of the Company for theFY2019. The Secretarial Audit Report submitted by him for FY2019 is annexed herewithmarked as Annexure - 3 to this Report.

The Secretarial Audit Report does not contain any qualification reservation or adverseremark and therefore do not call for any further comments.

27. SECRETARIAL STANDARDS

During the year under review the Company has duly complied with the applicableprovisions of the Secretarial Standards on Meetings of the Board of Directors (SS-1) andGeneral Meetings (SS-2) issued by The Institute of Company Secretaries of India (ICSI).

28. NOMINATIONS AND REMUNERATION COMMITTEE

The Board has on the recommendation of the Nomination and Remuneration Committee frameda policy for selection and appointment of Directors and Senior Management Personnel andtheir remuneration. The Remuneration Policy is included in the Corporate GovernanceReport which forms part of this Annual Report.

29. REMUNERATION RATIO OF THE DIRECTORS/ KEY MANAGERIAL PERSONNELS (KMP)/ EMPLOYEES

Disclosures relating to remuneration and other details as required under section197(12) of the Companies Act 2013 read with rules 5(1) of the Companies (Appointment andRemuneration of Managerial personnel) Rules 2014 is annexed herewith as ‘Annexure-4' and forms part of this Board's report.

The particulars of Managerial remuneration as stated in section 197(12) of theCompanies Act 2013 read with rules 5(2) and 5(3) of the Companies (Appointment andRemuneration of Managerial personnel) Rules 2014 is annexed herewith as ‘Annexure-5' and forms part of this Board's report.

30. RISK MANAGEMENT POLICY

Your Company's Risk Management Framework is designed to enable risks to be identifiedassessed and mitigated appropriately. The Risk Management framework seeks to createtransparency minimize adverse impact on the business objectives and enhance the Company'scompetitive advantage.

The Company has constituted a Risk Management Committee. The details of Committee andits terms of reference are set out in the Corporate Governance Report forming part of theBoard's Report.

31. INSIDER TRADING POLICY

The Company's Insider Trading Policy provides the framework for in dealing withsecurities of the Company by the insider. A revised Policy was adopted effective fromApril 1 2019 in line with SEBI (prohibition of Insider Trading) (Amendment) Regulations2018.

32. EXTRACT OF ANNUAL RETURN

The Extract of the Annual Return in prescribed Form No. MGT 9 as required under section92(3) of the Companies Act 2013 is included in this report and annexed herewith as‘Annexure -6' and forms a part of the Board's Report.

33. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS

The Company has not given any Loan or Guarantee covered under the provisions of Section186 of the Companies Act 2013. The details of Investments are disclosed in the Note No.4to the standalone financial statements which are within the prescribed statutory limits.

34. CREDIT RATING

During the year under review ICRA Limited (ICRA) has affirmed the long-term CreditRating of [ICRA] (pronounced ICRA triple B Plus) and a short term rating of [ICRA] A2(pronounced ICRA A two). The outlook of the Long Term Rating is stable.

35. TRANSFER OF UNPAID AND UNCLAIMED AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND(IEPF)

Pursuant to the application provisions of the Companies Act 2013 read with the IEPFAuthority (Accounting Audit Transfer and Refund) Rules 2016 ("the IEPFRules") all unpaid or unclaimed dividends are required to be transferred by theCompany to the IEPF established by the Government of India after the completion of sevenyears. Further according to the Rules the shares on which dividend has not been paid orclaimed by the shareholders for seven consecutive years also to be transferred to thedemat account of the IEPF Authority. During the year the Company has transferred theunclaimed and unpaid dividend of Rs.118375/-. Further 78783 corresponding shares onwhich dividend were unclaimed for seven consecutive years were transferred as per therequirement of the IEPF rules. The details are provided in the Shareholder informationsection of this Annual Report and also available on our website at www.iwpkatha.com.

36. PARTICULARS OF CONTRACTS OR ARRANGEMENT MADE WITH RELATED PARTIES

Pursuant to Section 134(3)(h) of the Companies Act 2013 read with Rule 8(2) of theCompanies (Accounts) Rules 2014 the particulars of contractual arrangement with relatedparties referred to in section 188(1) of the Companies Act 2013 in the prescribed FormAOC-2 is appended as ‘Annexure – 7' to the Board's Report. The details ofrelated party transaction are disclosed in the notes to the financial statements.

The policy on Related Party Transactions as approved by the Board is uploaded on theCompany's website www.iwpkatha.com

37. DISCLOSURES AS PER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITIONAND REDRESS) ACT 2013

The Company has zero tolerance for sexual harassment at workplace and has adopted apolicy on prevention prohibition and redressal of sexual harassment at workplace in linewith the provisions of Sexual Harassment of Women at Workplace (Prevention Prohibitionand Redressal) Act 2013 and the rules framed thereunder. The Company has set up InternalComplaint Committee (ICC) under Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013 along with its relevant Rules.

The Committee met once during the FY2019 on February 12 2019 No complaints have beenreceived by the Committee during the FY2019.

38. PARTICULARS OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO.

Information in accordance with the provisions of Section 134(3)(m) of the CompaniesAct 2013 read with Rule 8 of the Companies (Accounts) Rules 2014 is given in the Annexure- 8 to this Report.

39. HUMAN RESOURCES

Our employees are our core resource and the Company has continuously evolved policiesto strengthen its employee value proposition. Your Company was able to attract and retainbest talent in the market and the same can be felt in the past growth of the Company. TheCompany is constantly working on providing the best working environment to its HumanResources with a view to inculcate leadership autonomy and towards this objective; yourcompany makes all efforts on training. Your Company shall always place all necessaryemphasis on continuous development of its Human Resources. The belief "Great Peoplecreate Great Organization" has been at the core of the Company's approach to itspeople.

40. GENERAL

Your Directors state that no disclosure or reporting is required in respect of thefollowing matters as there were no transactions on these items during the year underreview: ? Issue of equity shares with differential rights as to dividend voting orotherwise. ? Issue of shares (including sweat equity shares) to employees of the Companyunder any scheme. ? The Company does not have any scheme of provision of money for thepurchase of its own shares by employees or by trustees for the benefit of employees.

• No fraud has been reported by the Auditors to the Audit Committee or the Board.

41. ACKNOWLEDGEMENT

Your Directors take this opportunity to express their sincere thanks to theGovernments Financial Institutions Bankers and Customers for their co-operation andassistance extended.

Your Directors also wish to express their deep appreciation for the integrity and hardwork of all the employees of the Company at all levels to cope-up the challenging scenarioand strive for the growth of our Company.

The Board also takes this opportunity to express their deep gratitude for the continuedco-operation and support received from the shareholders.

For and on behalf of the Board
Kolkata K K Mohta
24 May 2019 Chairman & Managing Director
Din No : 00702306