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

The Indian Wood Products Company Ltd.

BSE: 540954 Sector: Others
NSE: N.A. ISIN Code: INE586E01020
BSE 00:00 | 27 Sep 37.75 0.10
(0.27%)
OPEN

36.50

HIGH

38.00

LOW

36.50

NSE 05:30 | 01 Jan The Indian Wood Products Company Ltd
OPEN 36.50
PREVIOUS CLOSE 37.65
VOLUME 1566
52-Week high 56.60
52-Week low 21.75
P/E 66.23
Mkt Cap.(Rs cr) 241
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 36.50
CLOSE 37.65
VOLUME 1566
52-Week high 56.60
52-Week low 21.75
P/E 66.23
Mkt Cap.(Rs cr) 241
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

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

Company director report

FY2020 represents fiscal year 2019-20 from 1 April 2019 to 31 March 2020 andanalogously for and FY2019 previously such labeled years.

 

Dear Shareholders

The Directors present the 100th Annual Report of The Indian Wood Products Co. Limited(IWP or the Company) along with Audited Financial Statements for the Financial Year endedMarch 31 2020. The Board congratulates every stakeholder on completing a journey of 100years a milestone which very few in the world could achieve. The

Board expresses its thanks for the faith and confidence that you have placed in IWPover these years.

1. FINANCIAL HIGHLIGHTS/PERFORMANCE OF THE COMPANY

Key financial performance of the Company for the FY2020 are as under: (` inLakhs)

Standalone

Consolidated

Particulars
FY2020 FY2019 FY2020 FY2019
Revenue From Operations 19491.15 20159.40 19491.15 20159.40
Profit Before 1047.64 2563.28 981.05 2472.68
Tax Expenses 288.66 778.88 288.66 778.88
Profit After Tax (PAT) 758.99 1784.40 692.39 1693.80
Earnings Per Shares 1.19 2.79 1.08 2.65
Equity Share Capital 1279.75 1279.75 1279.75 1279.75
Other Equity / Reserves And Surplus 34178.90 33651.07 33759.40 33311.10

2. COVID-19

In the month of February FY2020 the COVID-19 pandemic developed rapidly into a globalcrisis forcing governments to shut all economic activity. On March 24 2020 theGovernment of India ordered a nationwide lockdown for 21 days which further got extendedtill May 3 2020 to prevent community spread of COVID-19 in India resulting in significantreduction in economic activities.

Considering the global health crises and the guideline issued by the Government ofIndia the Company immediately shifted focus to ensuring the health and well-being of allemployees. Operations of the Company have been suspended immediately following thegovernment guidelines. The operations of the Company were under complete suspension uptoMay 4 2020. With lifting of lockdown partially by the government with guideline forstarting commercial activities the operations of the Company were resumed partially incompliance with

Covid-19 guidelines.

Proper safety measures has been taken at all plant locations of IWP which included (i)proper sanitization at a periodical interval; (ii) thermal screening of all employeesbefore entering the premises (iii) strict social distancing maintained at work place and(iv) mandatory face mask and hand sanitization of employees.

The lockdown and suspension of commercial activities across the country has resulted insignificant fall in the demand for our products. Further due to sudden operation shutw.e.f. March 24 2020 for a period of more than 45 days the inventory lying in theprocess stuck up. Due to long stoppage in plant the quality of a portion of materialsadversely affected resulting in significant wastage of materials.

After the commencement of commercial activities across the country the demand of ourproduct has started improving gradually. With the revival of operations we can expectdemand to be revived in the second half of the year 2020-21.

Recognizing importance of human immunity IWP has successfully launched a new productin its Spice Segment i.e. Shakti Kavach - an immunity booster. Shakti Kavach helps inenhancing immunity. Shakti Kavach is mixture of exotic natural Spices blended carefully toenhance human immunity.

3. DIVIDEND

The Board of Directors recommends a final

Re. 0.10 (Ten Paisa Only) per equity shares i.e. 5% on the paid-up value of theequity shares for FY2020. Dividend is subject to approval of shareholders at the ensuingAnnual General Meeting (AGM) and shall be subject to deduction of income tax at source.The dividend if approved at the ensuing 100th AGM will be paid to those shareholderswhose names appear on the register of members of the Company as on September 18 2020. TheAGM is scheduled to be held on September 25 2020 through video conferencing (VC) or otheraudiovisual means.

4. SHARE CAPITAL

There is no Change in the Share Capital of Company during FY 2020. The paid-up ShareCapital of the Company as on March 31 2020 comprises of 63972720 Equity shares of Rs.2/- each.

5. TRANSFER TO RESERVES

The closing balance of the retained earnings of the Company for FY 2020 after allappropriation and adjustments was Rs. 34178 Lakhs.

6. REVIEW OF OPERATIONS AND STATE OF AFFAIRS

IWP one of the leading manufacturers of Katha in India and leading the Katha industryfor more than 50 years. Financial Year 2020 has witnessed a turbulent time effectingindustry across segment. IWP Katha challengeshas witnessed mainlysignificant due to higherunfair competition from unorganized segment of the industry because of Higher GST ratescurrently at 18%.

During the FY 2019 the Company had received a license to establish and operatemanufacturing unit of Katha & Cutch in union territory of Jammu & Kashmir. Thetrial production was started on July 11 2019 and it was expected that the fullcommercial production can commence by September 2019 on receipt of requisite registrationand approvals. However due to revocation of Article 370 followed by Pandemic COVID-19the requisite registration and approvals from relevant government authorities could not bereceived as per expected timeline. The Company has received necessary approvals andpermission in June 2020 and commercial production of Katha & Cutch at Samba plant inUnion Territory of Jammu & Kashmir has commenced thereafter. We expect to achieve fullcapacity utilization dividend of at Samba plant in Union Territory of Jammu & Kashmirby the 2nd quarters of the FY2021.

IWP introduced Spices in the FY2019 is now become more preferred in the markets itoperates. At present IWP Spices are available in Delhi Haryana Assam and Uttar Pradesh.Though the Spice Division has grown rapidly and created a niche in the market however inthe process for building our brand higher schemes were offered to have higher level ofpenetration. The Company is aggressively marketing its spices and considering theacceptability by the end user we are expecting a significant growth in Spice Division incoming years.

During the year under review the Company has achieved sales volume of 3934.84 MT Kathaas compare to 3844.25 MT in FY 2019 thereby registering a nominal growth even during theturbulence time. The lower price realization of Katha affected the turnover marginally.

The Company has recorded turnover of Rs. 19465.77 in FY2020 as compared with Rs.20049.83 in FY2019. 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

 

?anagement Discussion and Analysis Report" as a separate section in thisAnnual Report.

7. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTSOR TRIBUNALS

No significant and material orders the Regulators Courts or Tribunals impacting thegoing concern status of the Company and its operation in the future. For further detailson Indirect Tax Cases please refer Note No. 48 to the notes to the accounts.

8. ALTERATION OF MEMORANDUM AND ARTICLES OF ASSOCITION

During the FY2020 the company had not altered any of its clauses in Memorandum andArticle of Association.

9. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THECOMPANY BETWEEN THE END OF THE FINANCIAL YEAR AND DATE OF THIS REPORT

Material changes and commitments affecting the financial position of the Companybetween the end of the financial year and date of this report are given below:

Global Pandemic – COVID-19 - The outbreak of Coronavirus (COVID-19) pandemicglobally and in

India is causing significant disturbance and of economic activity. In many countriesbusinesses are being forced to cease or limit their operations for long or indefiniteperiods of time. Measures taken to contain the spread of the virus including travel bansquarantines social distancing and closures of non-essential services have triggeredsignificant disruptions to businesses worldwide resulting in an economic slowdown.

COVID-19 is significantly impacting business operation of the companies by way ofinterruption in production supply chain disruption unavailability of personnel closure/ lockdown of production facilities etc. On March 24 2020 the Government of Indiaordered a nationwide lockdown for 21 days which further got extended till May 3 2020 toprevent community spread of COVID-19 in India resulting in significant reduction ineconomic activities. Further during March 2020 / April 2020 there has been significantvolatility in our products price and absolutely no demand for our products resulting inuncertainty and reduction in production.

10. HOLDING SUBSIDIARIES ASSOCIATES & JOINT VENTURE

Your Company has no holding subsidiary or associates' company as on 31 March 2020 TheCompany has one overseas joint venture namely M/s. Agro Spice & Trading Pte LimitedSingapore as on 31 March 2020 which is engaged in the business of trading of spices. PTSumatra Resources International and PT Thea Universal Trade are subsidiaries of the saidjoint venture M/s. Agro Spice & Trading Pte Limited. PT Sumatra ResourcesInternational is incorporated and engaged in the business of manufacturing of Catechinsfrom Gambier with the use of innovative technology.

A statement containing the salient features of the financial statement of joint ventureCompany in the prescribed format AOC-1 is annexed herewith as ?nnexure - 1". Furtherpursuant to the provisions of Section 136 of the Companies Act 2013 the standalonefinancial statements of the Company consolidated financial statements along with relevantdocuments and separate audited accounts in respect of joint venture are available on thewebsite of the Company at www.iwpkatha.com under investors' section. These documents willalso be available for inspection till the date of the AGM during the business hours at theRegistered Office of the Company.

11. 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 FY2020are Indian Accounting Standard (INDAS) complied.

12. 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 discuss 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 andresponsibilities within which they perform their duty; b) All the Banking transactions areunder joint authority and no individual authorization is given; c) Maker-checker system isin place. d) Any deviations from the previously approved matter require fresh priorapproval.

M/s. P Suman & Co. Chartered Accountants appointed to carry out Internal Audit ofthe Company for the FY2020-21.

13. LISTING STATUS

The Company's equity shares are listed on BSE Limited under Script Code 540954 and ISINNo. INE586E01020. The Company has paid the Annual Listing Fees for the FY2021.

14. 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 2020.

15. 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 a separate section in this Annualreport which forms an integral part of this report.

16. 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 compliance withthe requirements of Corporate Governance is included as a separate section and form anintegral part of this report.

17. 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 accountingstandards had been followed along with proper explanation relating to materialsdepartures; ii) The Directors had selected such accounting policies and applied themconsistently and made judgments and estimates that are reasonable and prudent so as togive a true and fair view of the state of affairs of the company at the end of thefinancial year and the Profit of the Company for that period; iii) The Directors had takenproper and care for the maintenance of adequate accounting records in accordance with theprovisions of the Companies Act 2013 for safeguarding the assets of the Company and forpreventing and detecting fraud and other irregularities; iv) That the Directors hadprepared the annual accounts on a going concern basis; v) That the Directors had laid downinternal financial controls in the Company that are adequate and were operatingeffectively; and vi) The Directors have devised proper systems to ensure Compliance withthe provisions of all applicable laws and that such systems are adequate and operatingeffectively.

18. 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 the people.

Company's CSR policy covers activities in the field of eradication of extreme hungerand poverty promotion of education promotion of gender equality empowerment of womenimprovement 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.

The Company has created a trust in the name of IWP CSR Trust for CSR activities. TheCompany with the approval of CSR Committee has submitted IWP CSR Trust deed datedFebruary 22 2020 to the Additional Registrar II Kolkata but the same is registered onlyon March 16 2020. Thereafter due to COVID-19 the entire Country was under lockdown andas such the copy of the registered deed is received on June 10 2020. During FY2020 incompliance with Section 135 of the Act an amount of Rs. 47.04 Lakhs is required to bespent by the Company in CSR activities. The Company has spent Rs. 1.16 Lakhs as CSRactivities towards distribution of foods to the migrane workers under pandamic Covid-19which includes Rs. 1.00 Lakh through Jan Kalyan Nyas a charitable trust and Rs. 0.16 Lakh(unto Marth 31 2020) directly by the Company against the budget of Rs. 5.00 Lakhs.Unspend balance amount of CSR expenditure was transferred to IWP CSR Trust for spending inthe CSR activities. The CSR Policy may be accessed on the Company's website at:http://www.iwpka tha.com/files/IWP_CSR_

Policy.pdf

The Annual Report on CSR activities is annexed herewith as Annexure - 2 and forms apart of this Annual Report.

19. DIRECTORS AND KEY MANAGERIAL PERSONNEL

In accordance with the provisions of Section 152 of the Companies Act 2013 and underthe Articles of Association of the Company Mr. Bharat Mohta (DIN 00392090) Director ofthe Company retire by rotation and being eligible offer himself for re-appointment. Mr.Vinod Mimani (DIN: 00053976) was appointed as

Independent Director of the Company for a term of 5 years on 95th AGM held onSeptember 28 2015. His present term of appointment is coming to an end on the ensuingAGM. 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. Vinod Mimani an IndependentDirectors for a Second Term of 5 (Five) years from September 25 2020 till September 242025 subject to the approval by the shareholders. He shall not be liable to retire byrotation. The criteria for selection of Directors and remuneration policy are disclosed inthe 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

Brief profiles of Mr. Vinod Mimani and Mr. Bharat Mohta are given in the Chapter onCorporate Governance and the Notice convening the 100th AGM for reference of theshareholders.

Pursuant to the provisions of Section 203 of the Act the

Key Managerial Personnel of the Company as on March

31 2020 are: Mr. Anup Gupta Company Secretary and Mr. R K Agarwal Chief FinancialOfficer. There is no change in the KMPs during the year under review.

20. 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 criteria ofindependence laid down in Section 149(6) of the Companies Act 2013 read with Regulation16(1)(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015(the Listing Regulations) as amended.

In the opinion of the Board of Directors all Independent

Directors of the Company fulfills the conditions specified in the Act and Rules madethereunder.

21. 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 the performance andeffectivefunctioning of the Board and its Committees. The evaluation process inter aliaconsiders attendance of Directors at Board and committee meetings acquaintance withbusiness communicating inter se board members the time spent by each of the Boardmembers core competencies personal characteristics accomplishment of specificresponsibilities 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

Committees effectiveness of Committee meetings etc.

The report on performance evaluation of the Individual Directors was reviewed by theChairman of the Board and feedback was given to Directors.

22. MEETING OF THE BOARD OF DIRECTORS

During the year under review the Board met 4 (Four) 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.

23. MEETING OF THE INDEPENDENT DIRECTORS

During FY2020 one meeting of Independent Directors was held without the presence ofthe Executive Directors or Management Personnel on March 18 2020. At such meeting theIndependent Directors have discussed among other matters the challenges faced by the

Company growth strategies flow of information the Board strategy leadershipstrengths compliance governance HR related matters and performance of ExecutiveDirectors.

24. AUDIT COMMITTEE

The Audit Committee of the Board comprises of:

Name of Directors Category
Mr. Sanjay Kumar Maheswary Independent Director
Mr.VinodKumarMaheshwary 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.

25. VIGIL MECHANISM

To meets the requirement under Section 177(9) and (10) of the Companies Act 2013 andRegulation 22 of the Listing Regulations the Company has adopted a vigil mechanism namedWhistle Blower Policy for directors and employees to report genuine concerns which shallprovide adequate safeguards against victimization of persons who use such mechanism. Underthis policy we encourage our employee to report any reporting of fraudulent financial orother information to stakeholders any conduct that results in violation of the Company'sCode of Business Conduct to management

(on an anonymous basis if employees so desire). Likewise under this policy we haveprohibited discrimination retaliation or harassment of any kind against any employee whobased on the employee's reasonable belief that such conduct or practice have occurred orare occurring reports that information or participates in the said investigation.

No individual in the Company has been denied access to the Audit Committee or itsChairman during the FY2020.

26. AUDITOR AND AUDITORS' REPORT

M/s. Agrawal 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. Theto 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 the ensuing AGM. During the year M/s. Agrawal Sanjay& Company informed that they have change their firm name under the same registrationnumber as M/s. Agrawal Tondon & Co. Consequently M/s. Agrawal Tondon & Co.Chartered Accountants continue to be the statutory auditors of the company till theconclusion of 102nd AGM as approved by shareholders at 97th AGM held on September 182017. The Statutory Audit Report does not contain any qualification reservation or adverseremark or disclaimer made by Statutory Auditors. The notes to the accounts referred to inthe Auditors' Report are self-explanatory and therefore do not call for any furthercomments.

27. SECRETARIAL AUDIT REPORT

Pursuant to the provisions of Section 204 of the Companies Act 2013 and Rules madethereunder the Company had appointed CS Md. Shahnawaz (Membership No. 21427 CP No.15076) Practicing the Company Secretary to carry out the Secretarial Audit of theCompany for the FY2020. The Secretarial Audit Report submitted by him for FY2020 isannexed herewith marked as Annexure - 3 to this Report.

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

28. 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).

29. 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.

30. 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.

31. RISK MANAGEMENT POLICY

Your Company's Risk Management Framework is designed to enable risks to be identifiedand mitigated appropriately. The Risk Management framework seeks to create transparencyminimize adverse impact on the business objectives and enhance the Company's competitiveadvantage.

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.

32. 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.

33. EXTRACT OF ANNUAL RETURN

The Extract of the Annual Return in prescribed Form No. MGT – 9 as required undersection 92(3) of the Companies Act 2013 is included in this report and annexed herewithas ‘Annexure-6' and forms a part of the Board's Report.

34. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS

TheCompanyhasnotgivenanyLoanorGuaranteecovered under the provisions of Section 186 ofthe Companies Act 2013. The details of Investments are disclosed in the Note

No. 4 to the standalone financial statements which are within the prescribed statutorylimits.

35. CREDIT RATING

During the year under review ICRA Limited (ICRA) has affirmed the long-term CreditRating of [ICRA] BBB+

(pronounced ICRA triple B Plus) and a short-term rating of [ICRA] A2 (pronounced ICRA Atwo). The outlook of the Long-Term Rating is stable

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

Pursuant to the applicable provisions of the Companies Act 2013 read with the IEPFAuthority (Accounting Audit Transfer and Refund) Rules 2016 (?he IEPF Rules") allunpaid or unclaimed dividends are required to be transferred by the Company to the IEPFestablished by the Government of India after the completion of assessed seven years.Further according to the Rules the shares on which dividend has not been paid or claimedby the shareholders for seven consecutive years are also to be transferred to the demataccount of the IEPF Authority. During the year the Company has transferred the unclaimedand unpaid dividend of Rs.120358/-. Further 30735 corresponding equity shares on whichdividend were unclaimed for seven consecutive years were also transferred as per therequirement of the IEPF rules.

The details are provided in the Shareholder information section on our website atwww.iwpkatha.com.

37. 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 of relatedparty 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

38. 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 atworkplaceinlinewiththeprovisionsofSexualHarassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013 and the rules framed thereunder. The Company has setup Internal Complaint Committee (ICC) under Sexual Harassment of Women at Workplace(Prevention Prohibition and Redressal) Act 2013 along with its relevant Rules. TheCommittee met once during the FY2020 on February 17 2020.

There was no compliant pending at the beginning of the FY2020. No complaints have beenreceived by the Committee during the FY2020.

39. 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.

40. 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 necessary emphasis on continuous development of itsHuman Resources. The belief ?reat People create Great Organization" has been at thecore of the Company's approach to its people.

41. 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. ? Nofraud has been reported by the Auditors to the Audit Committee or the Board.

42. 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 Directors of The Indian Wood Products Co. Ltd.

K K Mohta
Kolkata Chairman & Managing Director
3 July 2020 Din No : 00702306

.