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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 2019.

1. Financial Summary (Rs. in Lakhs)

PARTICULARS

Financial Year Ended

31.03.2019 31.03.2018
Revenue from Operations(Net of Excise Duty) 9797.53 8799.68
Operational Expenditure 9047.98 8512.87
Operating profit before Depreciation Interest Tax &
Exceptional and Extraordinary Item 749.55 286.81
Finance Cost 294.25 353.49
Depreciation and amortization expense 205.18 203.78
Exceptional Items- Income - 93.27
Other Income 51.60 278.31
Profit Before Tax 301.72 101.12
a) Current Tax 77.87 -
b) Deferred Tax & Others 8.72 (82.88)
Profit After Tax 215.13 184.00
Total Comprehensive Income 225.26 140.57

2. Company’s Performance

During the year 2018-19 the company achieved gross revenue from operations of Rs.9797.53 Lakhs as against Rs.9001 Lakhs and Profit after Tax of Rs 215.13 Lakhs for theyear under review as against Rs 184Lakhs during the previous year. The segment wiseperformance of the Company is detailed under the Section Management Discussion andAnalysis 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 CapitalRedemption Reserve-NIL b. Dividend

The Board of Directors is pleased to recommend a dividend of Rs 0.90 (90 paise) perequity share of Rs 10/- per share (9% per equity share of Rs 10/- each). The dividend ifdeclared as recommended would involve an outflow of Rs 92.09 Lakhs including DividendDistribution Tax if approved by the Shareholders at the ensuing Annual General Meeting.Dividend would be payable to all the Shareholders/Beneficial Owners whose names appear inthe Register of Members as on the record date.

5. Transfer of Unpaid/ Unclaimed Dividend & Share Application Money to InvestorEducation and Protection Fund (IEPF)

Pursuant to the provisions of Section 124(5) of the Companies Act 2013 ("theAct") unclaimed/ unpaid dividend of Rs 479117/- which was lying in the UnpaidDividend Account for the financial year 2010-11 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 2011-12 will be due fortransfer to IEPF on September 20 2019.

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 65365 equity shares to IEPFA as dividend had not been encashed or claimed onthe above shares during the seven consecutive years from the financial Year 2010-11 to2017-18

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 Year2018-19.

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 andCompany’s operations 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 Shri Y H Malegam SmtPushya Sitaraman Shri B Jyothikumar (Nominee Director) and Shri Ranjit Kuruvilla asdirectors. Shri P K Mayan Mohamed is the present Managing Director. Shri Y H Malegam ShriT Balakrishnan and Smt Pushya Sitaraman are the independent directors of the Company TheCompany has also complied with Section 149(1) of the Companies Act regarding appointmentof women director.

b. Details of Directors & KMP

Details of the same have been given in Corporate Governance Report. c. Declaration byIndependent 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 2018-19 on26th May 2018 13th August 2018 13thNovember 2018 and 12th February 2019.

During the year under review four Board meetings were held and meetings of Sub-Committees of the Board were also held. The intervening gap between the meetings waswithin the period prescribed under the Act and the Listing Regulations. The details of theMeetings are given in the Report on Corporate 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 122019 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 except Mrs. Pushya Sitaraman 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

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 evaluation of various Sub-Committees ofthe 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.

Performance evaluation of independent directors

The performance 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 program forfamiliarization of independent directors of your company are available on yourcompany’s website www.wipltd.in

g. Directors Responsibility Statement

Pursuant to the provisions under Section 134(5) of the Act with respect toDirectors’ 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 fromall the Independent Directors of the Company confirming that they meet with the criteriaof the independence as prescribed both under section 149(6) of the Companies Act 2013 andunder Regulation 16 (1)(b) of SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015. b. In accordance with the provisions of the Companies Act 2013 theIndependent Directors namely Shri Y H Malegam (DIN No.00092017) Shri T Balakrishnan (DINNo.00052922) and Smt Pushya Sitaraman (DIN No.06537196) were appointed for a period of 5years in the AGM held in September 2014. The Board recommends the reappointment of Shri TBalakrishnan and Pushya Sitaraman for a further period of 5years subject to the approvalof the Shareholders by Special Resolution. Shri Y H Malegam has informed his inability tocontinue as director due to health reasons. The Board placed on record the valuable adviceand service rendered by Shri Y H Malegam during his period of directorship.

Shri PK Mayan Mohamed was re-appointed as Managing Director in the AGM held on28.09.2018 for a period of three years. Shri Ranjit Kuruvilla Non-Executive Director(DINNo: 00246757) of the Company retires by rotation at the forthcoming Annual General Meetingin accordance with provisions of the Companies Act 2013 and the Articles of Associationof the Company and being eligible offers himself for re-appointment. c. Pursuant to theprovisions of Section 203 of the Act the Key Managerial Personnel ("KMP") ofthe Company during the year were – Shri. P K Mayan Mohamed Managing Director Shri.R Balakrishnan CFO& Company Secretary.

12. Audit Related Matters a. Statutory Auditors

M/s. Sankar & Moorthy Chartered Accountants Kannur with 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 re-appointment of the StatutoryAuditors has been withdrawn from the Statute. Hence the resolution seeking ratificationby the members for re-appointment of statutory Auditor at the ensuing AGM is not beingsought.

The Auditors’ Report for the financial year 2018-19 does not contain anyqualification reservation or adverse remark. The Auditors’ Report is enclosed withthe financial statements in the Annual Report.

b. 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 2018-19.The Secretarial Audit Report submitted by them in the prescribedform MR-3 is 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 madeis as follows. i. The entire shareholding of Promoters and Promoter Groups are not indematerialised form.

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. Insome of the case shareholders under the promoter group had expired and the transmissionsof shares have not yet taken place. ii. Updation of charges maintained by the Ministry ofCorporate 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.

c. Cost Audit

The provisions of cost audit under Section 148 of the Companies Act 2013 are notapplicable to the company for the current year.

d. Internal Audit

The company has appointed M/s. Varma & Varma Chartered Accountants as internalauditor for the year.

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. Nomination Remuneration and Evaluation policy is available on ourwebsite www.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 2018-19.

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 codeof conduct 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. 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 – aliatheir views on the adequacy of internal control systems and keeps the Board of Directorsinformed of its major observations periodically. b. Financial Position and Performance ofSubsidiaries 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 financialstatements of the subsidiary 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 2018-19 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.

c. 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 precedingfinancial years.

d. Employee Stock Option

The Company does not have an Employee stock option Scheme.

e. 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 31 2019. 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.

f. Extract of Annual Return

The details forming part of the extract of the Annual Return in form MGT-9 is availablein the Company’s Website www.wipltd.in

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 under review 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 nomaterially related party transactions made by the Company with Directors Key ManagerialPersonnel who 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 FormAOC-2 is 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.

j. 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.

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 section134 (3)(m) of the Companies Act 2013read with Rule 8(3) of the Companies (Accounts) Rules 2014 is furnished in Annexure 3and 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. 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 theannexure-4

m. 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 Sexual Harassment ofWomen at Workplace (Prevention Prohibition and Redressal) Act 2013 to inquire intocomplaints of sexual harassment and recommend appropriate action. The policy has beencirculated among the employees of the Company and the same is exhibited in the noticeBoard of the Company. During the year under review the Company has not received anycomplaint of sexual harassment.

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

o. Maintenance of Cost Records:

The Company is not required to maintain cost accounting records as per Section 148(1)of the Companies Act2013 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.

For and on behalf of the Board of Directors
Sd/-
Place: Kochi T. Balakrishnan
Date : 21.05.2019 Chairman