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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 2021.

1. Financial Summary

(Rs in Lakhs)

PARTICULARS Financial year ended
31.03.2021 31.03.2020
Revenue from Operations 8344.76 9239.08
Operational Expenditure 7852.03 8640.49
Operating profit before Depreciation Interest Tax & Exceptional Item 492.73 598.59
Finance Cost 160.84 222.38
Depreciation and amortization expense 228.99 214.21
Other Income 25.66 67.70
Exceptional Items - -
Profit Before Tax 128.56 229.70
a) Current Tax 38.57 86.45
b) Deferred Tax & Others (9.95) (24.29)
Profit After Tax 99.94 167.54
Total Comprehensive Income 103.96 100.99

2. Company's Performance

During the year 2020-21 the company achieved gross revenue from operations of Rs.8344.76 Lakhs as against Rs. 9239.08 Lakhs and Profit after Tax of Rs. 99.94 Lakhs for theyear under review as against Rs. 167.54 Lakhs during the previous year. The reduction insales during the year was mainly due to COVID-19 pandemic which affected the economy. Thesegment wise performance of the Company is detailed under the Section ManagementDiscussion and Analysis which forms part of this Annual Report.

3. Change in Share Capitals

During the year no shares have been issued by the Company.

4. Appropriation made from the profits

a. Transfer to Reserves: Transfer to Capital Redemption Reserve-NIL

b. Dividend

The Board recommends equity dividend of 8% for the year 2020-21 subject to the approvalof Annual General Meeting.

5. Transfer of Unpaid/ Unclaimed Dividend to Investor Education and Protection Fund(IEPF)

Pursuant to the provisions of Section 124(5) of the Companies Act 2013 ("theAct") unclaimed/ unpaid dividend of Rs 507911/- which was lying in the UnpaidDividend Account for the financial year 2012-13 was transferred during the year underreview to IEPF.

Reminders were sent to the Shareholders who have not claimed the dividends for earlieryears to claim the same from the Company failing which the unclaimed dividend lying inthe unpaid account for seven years will be transferred to IEPF after the due date fortransfer. Unclaimed dividend in respect of the financial year 2013-14 will be due fortransfer to IEPF on 4th November 2021.

6. Transfer of Equity Shares to Investor Education Protection Fund Authority (IEPFA)

In terms of Section 124(6) of the Act read with Rule 6 of the IEPFA (Accounting AuditTransfer and Refund) Rules 2016 (as amended from time to time) shares on which dividendhas not been paid or claimed by a shareholder for a period of seven consecutive years ormore shall be credited to the Demat Account of IEPFA within a period of thirty days ofsuch shares becoming due for transfer. Upon transfer of such shares all benefits (likedividend bonus split consolidation etc.) if any accruing on such shares shall also becredited to the Account of IEPF and the voting rights on such shares shall remain frozentill the rightful owner claims the shares. Shares which were transferred to the DematAccount of IEPFA can be claimed back by the shareholder by following the procedureprescribed under the aforesaid rules. During the year under review the Company hastransferred 35480 equity shares to IEPFA as dividend had not been encashed or claimed onthe above shares during the seven consecutive years from the financial Year 2012-13 to2018-19.

7. Public Deposit

The Company has not accepted any deposit within the meaning of Chapter V of the Act andthe Rules framed thereunder.

8. 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.

There are no material changes and commitments affecting the financial position of theCompany occurred between the end of the financial year to which this financial statementsrelate and the date of report.

9. Change in the Nature of Business if any

There was no change in the nature of business of the Company during the Financial Year2020-21.

10. 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.

11. Board of Directors & it's Committees

a. Composition of the Board of Directors

The present Board consists of Shri T Balakrishnan as Chairman Smt Pushya SitaramanSmt Radha Unni Shri Prasanth Raghunathan (Nominee Director w.e.f 29th June2020) and Shri Thiruvengadam Parthasarathi (w.e.f 29th June 2020) asdirectors. Shri P K Mayan Mohamed is the present Managing Director. Shri T BalakrishnanSmt Pushya Sitaraman and Smt Radha Unni are the independent directors of the Company. TheCompany has also complied with Section 149(1) of the Companies Act regarding appointmentof women director.

Shri. Prasanth Raghunathan (DIN: 02113647) was appointed as Nominee Director of KSIDCin place of Shri. Jyothi kumar B P on 29th June 2020 and Mr. Thiruvengadam Parthasarathi(DIN: 00016375) also joined the Board of Directors on 29th June 2020.

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 2020-21 on29th June 2020 13th August 2020 12th November 2020 and12th February 2021.

During the year under review meetings of Sub- Committees of the Board were also held.The intervening gap between the meetings was within the period prescribed under the Actand the Listing Regulations. The details of the Meetings are given in the Report onCorporate Governance which forms part of this Report.

Pursuant to the requirements of Schedule IV to the Act and the Listing Regulations aseparate Meeting of the Independent Directors of the Company was held on February 122021 and the Directors reviewed and assessed the matters enumerated under ScheduleIV(VII)(3) to the Act and Regulation 25(4) of the Listing Regulations. All the IndependentDirectors attended the meeting.

e. Committees of the Board.

The sub-committees of the Board comprise of Audit Committee Nomination &Remuneration Committee and Stakeholders Relationship Committee and the same is dealt within the Corporate Governance Report which forms part of this Annual Report.

f. Performance Evaluation

The Board of Directors has carried out an annual evaluation of its own performanceBoard Committees and individual Directors pursuant to applicable provisions of the Act andthe corporate governance requirements as prescribed by applicable Listing Regulations2015.

The performance of the Board was evaluated after seeking inputs from all the Directorspresent in the meeting on the basis of criteria such as the board composition andstructure effectiveness of board processes information and functioning etc.

The Nomination and Remuneration Committee had evaluated the performance of individualDirectors on the basis of criteria such as the contribution of the individual Director tothe board and committee meetings like preparedness on the issues to be discussedmeaningful and constructive contribution and inputs in meetings etc.

The Securities and Exchange Board of India (SEBI) vide circularSEBI/HO/CFD/CMD/CIR/2017/004 dated 5th January 2017 issued a Guidance Note on BoardEvaluation about various aspects involved in the Board Evaluation process to benefit allstakeholders. While evaluating the performance the above guidance note was considered.Performance evaluation of Independent Directors was carried out by the entire boardexcluding the Independent Director being evaluated.

The details of program for familiarization of independent directors of your company areavailable on your company's website www.wipltd.in

g. Directors Responsibility Statement

Pursuant to the provisions under Section 134(5) of the Act with respect to Directors'Responsibility Statement the Directors confirm:

• That In the preparation of the Annual Accounts the applicable accountingstandards have been followed and that no material departures have been made from the same;

• That they have 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 ofthe profits of the Company for that period;

• That they have taken proper and sufficient care 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;

• That they have prepared the annual accounts on a going concern basis;

• That they have laid down internal financial controls for the Company and suchinternal financial controls are adequate and operating effectively; and

• That they have devised proper systems to ensure compliance with the provisionsof all applicable laws and such systems are adequate and operating effectively

h. Directors and Key Managerial Personnel

a. The Company has received declarations from all the Independent Directors of theCompany confirming that they meet with the criteria of the independence as prescribed bothunder section 149(6) of the Companies Act 2013 and under Regulation 16 (1)(b) of SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015.

b. In accordance with the provisions of the Companies Act 2013 Mr. P K Mayan Mohammedwas reappointed as Managing Director of the Company for the period of 3 years Smt. RadhaUnni was appointed as independent director for a period of 5 years and Mr. ThiruvengadamParthasarathi was appointed as Non-Executive Non-Independent Director in the AGM held onSeptember 2020.

c. Pursuant to the provisions of Section 203 of the Act the Key Managerial Personnel("KMP") of the Company during the year were - Shri. P K Mayan Mohamed ManagingDirector and Shri. R Balakrishnan CFO& Company Secretary.

12. Audit Related Matters

a. Statutory Auditors

M/s. Sankar & Moorthy Chartered Accountants Kannur (Firm Registration Number -003575S) were appointed as Statutory Auditors of the Company for a period of fiveconsecutive years at the Annual General Meeting (AGM) of the Company held on September 132017 to hold office from the conclusion of 72nd AGM till the conclusion of 77th AGM to beheld in the year 2022 on a remuneration to be fixed by the Board of Directors.

Re-appointment was made subject to ratification by the Members at every subsequent AGMheld during the tenure of re-appointment. Pursuant to the amendment made to Section 139 ofthe Act by the Companies (Amendment) Act 2017 effective from May 07 2018 therequirement of seeking ratification of the members for the appointment / re-appointment ofthe Statutory Auditors has been withdrawn from the Statute. Hence the resolution seekingratification by the members for re-appointment of statutory Auditor at the ensuing AGM isnot being sought.

The Auditors' Report for the financial year 2020-21 does not contain any qualificationreservation or adverse remark. The Auditors' Report is enclosed with the financialstatements in the Annual Report.

b. Secretarial Auditors

The Board of Directors pursuant to the provisions of Section 204 of the Companies Act2013 appointed Mr. Sandeep Kumar S Practising Company Secretary Kochi as theSecretarial Auditor of the Company to carry out the Secretarial Audit for the FinancialYear 2020-21. The Secretarial Audit Report submitted by them in the prescribed form MR-3is attached as Annexure-1 to this Report.

The Secretarial Auditors has confirmed that the Company has complied with theprovisions of applicable act rules etc The Company's reply to the observation made is asfollows.

i. The entire shareholding of Promoters and Promoter Groups are not in dematerialisedform.

The Company had requested several times to the shareholders coming under the promotergroup for demating the shares and some of them are in the process of dematerialization.During the financial year 352270 shares were dematerialized and efforts are being made todematerialize the remaining physical shares. Some of the shareholders under the promotergroup had expired and the transmissions of shares have not yet taken place.

ii. Updation of charges maintained by the 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 relevant time. The audited Balance sheet does not show any such loan outstanding.

13. Reporting of Frauds.

During the year under review neither the statutory auditors nor the secretarialauditors has reported to the Audit Committee under Section 143(12) of the Act anyinstances of fraud committed against the Company by its officers or employees.

14. 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.

The Company has devised the Nomination and Remuneration Policy for the selectionappointment and remuneration of Directors Key Managerial Personnel and also remunerationof other employees including Senior Management employees who have the capacity and abilityto lead the Company towards achieving sustainable development. The extract of Nominationand Remuneration Policy is provided in the Corporate Governance Report and forms part ofBoard's Report.

The Criteria for appointment and remuneration of Directors is as under:

(i) Criteria for Appointment of Managing Director / Whole Time Director/ Director:

The Nomination and Remuneration Committee shall identify persons of integrity whopossess relevant expertise and experience particularly in Industry leadership qualitiesrequired for the position and shall take into consideration recommendation if anyreceived from any member of the Board.

(ii) Criteria for Appointment of Independent Director:

The Independent Director shall be of high integrity with relevant expertise andexperience so as to have as diverse Board with Directors having expertise in the fields ofmanufacturing marketing finance taxation law governance and general management.

Nomination Remuneration and Evaluation policy is available on our websitewww.wipltd.in.

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 websitewww.wipltd.in.

c. Corporate Social Responsibility Policy

The Corporate Social Responsibility Rules 2014 are not applicable to the Company forfinancial year 2020-21.

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 behaviors 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.

15. Other Matters

a. Significant Changes in Key Managerial Ratios & Return on Net Worth

As per amendment made under Schedule V read with Regulation 34(3) to the ListingRegulations details of significant changes (i.e.change of 25% or more as compared to theimmediately previous financial year) in Key Financial Ratios and any changes in Return onNet Worth of the Company including explanations thereof are given below:

Particulars Standalone
2020-2021 2019-2020
Debtors Turnover Ratio 4.81 4.96
Inventory Turnover Ratio 5.81 5.29
Interest Coverage 1.77 2.30
Current Ratio 3.67 3.00
Operating Profit Margin 5.90% 6.49%
Net Profit Margin 1.55% 2.49%
Return on Net Worth 2.21% 3.80%

b. Internal Financial Controls

The Company has in place adequate systems of internal control commensurate with itssize and the nature of its operations. These have been designated to provide reasonableassurance with regard to recording and providing reliable financial and operationalinformation complying with applicable statutes safeguarding assets from unauthorizeduse executing transactions with proper authorization and ensuring compliance of corporatepolicies.

The Audit Committee of the Board of Directors of the Company reviews the Audit Reportssubmitted by the internal auditors. Suggestions for improvement are considered and theAudit Committee follows up on corrective action and reviews the positive remedial actionstaken the Audit Committee also meets Statutory Auditors to ascertain inter - alia theirviews on the adequacy of internal control systems and keeps the Board of Directorsinformed of its major observations periodically.

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

In accordance with Section 136(1) of the Act the Annual Report of your Companycontaining inter alia financial statements including consolidated financial statementshas been placed on the Company's website www.wipltd.in Further the financial statementsof the subsidiaries have also been placed on the Company's website.

Consolidated Financial Statements of the Company are prepared in accordance with IndianAccounting Standards (IND AS) notified under Companies (Indian Accounting Standards)Rules 2015 (as amended from time to time) and presentation requirements of Division II ofSchedule III to the Act (Ind AS compliant Schedule III) as applicable to theconsolidated financial statements and forms an integral part of this Report.

Pursuant to Section 129(3) of the Act read with Rule 5 of the Companies (Accounts)Rules 2014 a statement containing salient features of the financial statements ofSubsidiary for the Financial Year 2020-21 is given in Form AOC-1 which forms an integralpart of this Annual Report and is given as Annexure -2

The audited financial statements including the consolidated financial statements of theCompany audited financial statements in respect of the subsidiary company shall also bekept open for inspection at the Registered Office of the Company from 11.00 A.M. to 1.00P.M. for a period of 21 days up to the date of the ensuing AGM. The aforesaid documentsrelating to subsidiary Company can be made available to any member interested in obtainingthe same upon a request made to the Company.

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

The Financial Statements were prepared based on IND-AS. The Company has not revised theFinancial Statements or Board's Report in respect of any of the three preceding financialyears.

e. Employee Stock Option

The Company does not have an Employee stock option Scheme.

f. Code of Conduct

In compliance with Regulation 26(3) of the Listing Regulations and the Act the Companyhas framed and adopted Code of Conduct ("the Code") for Directors and SeniorManagement. The Code provides guidance on ethical conduct of business and compliance oflaw. The Code is available on the Company's website www.wipltd.in

All Members of the Board and Senior Management personnel have affirmed the compliancewith the Code as on March 312021. A declaration to this effect signed by the ManagingDirector in terms of the Listing Regulations is given in the Report of CorporateGovernance forming part of this Annual Report.

g. Extract of Annual Return

As per the requirements of Section 92(3) of the Act and Rules framed thereunder theextract of the annual return for FY 2020-21 is available on the Company's Websitewww.wipltd.in

h. 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.

i. Particulars of Loans Guarantees and investments

During the year under review no loans guarantees and investments were made.

j. 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 arm's length basis Form AOC-2is not applicable to the Company.

In accordance with the requirements of the Listing Regulations the Company has alsoadopted the Policy on Materiality and dealing with Related Party Transactions and the samehas been placed on the website of the Company at www.wipltd.in. The Company does not havea material unlisted subsidiary as defined under Regulation 16(1 )(c) of the ListingRegulations.

k. Listing of shares

The equity shares of the Company are listed with National Stock Exchange of India Ltd.The listing fee for the financial year has been paid to the stock exchange.

l. 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 Act2013 read with Rule 8(3) of the Companies (Accounts) Rules 2014 is furnished in Annexure3 and forms part of this Report.

m. 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. The information required under Section 197(12) of theCompanies Act 2013 read with Rule 5(1) of the Companies (Appointment and remuneration ofmanagerial personnel) Rules 2014 in respect of the company have been given in the Annexure-4.

n. Disclosure as per Sexual Harassment of Women at Workplace (Prevention Prohibitionand Redressal) Act 2013.

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 in compliance with the provisions of section 4 of the SexualHarassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013 toinquire into complaints of sexual harassment and recommend appropriate action. The policyhas been circulated among the employees of the Company and the same is exhibited in thenotice Board of the Company. During the year under review the Company has not receivedany complaint of sexual harassment.

o. The Company has complied with the applicable secretarial standards.

p. Maintenance of Cost Records:

The Company is not required to maintain cost accounting records as per Section 148(1)of the Companies Act 2013 for this accounting year.

16. Code of Practices and Procedures for Fair Disclosure of Unpublished Price SensitiveInformation

The Board has formulated code of Practices and Procedures for Fair Disclosure ofUnpublished Price Sensitive Information ("Fair Disclosure Code") for fairdisclosure of events and occurrences that could impact price discovery in the market forthe Company's securities and to maintain the uniformity transparency and fairness indealings with all stakeholders and ensure adherence to applicable laws and regulations.The copy of the same is available on the website of the Company at www.wipltd.in.

17. Prevention of Insider Trading

The Board has formulated code of conduct for regulating monitoring and reporting oftrading of shares by Insiders. This code lays down guidelines procedures to be followedand disclosures to be made by the insiders while dealing with shares of the Company andcautioning them on consequences of non-compliances.

18. 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.

On Behalf of the Board of Directors
Kannur T Balakrishnan
14.06.2021 Chairman

.