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Directors Report of The Western India Plywood Ltd.
Mar 31, 2024
Your Board of directors have pleasure in presenting the 79T^ Annual report on the business and operations of the company, together with the audited accounts for the financial year ended March 31, 2024.
1. FINANCIAL HIGHLIGHTS
The company''s performance for the financial year ended March 31*:, 2024 is summarized below.
|
f? ill Lakhs) |
||
|
PARTICULARS |
Financial |
ear ended |
|
31.03.2024 |
31.03.2023 |
|
|
Revenue from Operations |
10769 |
10667 |
|
Other Income |
54 |
69 |
|
Total income |
10823 |
10736 |
|
PBIDT |
802 |
840 |
|
P15DT |
684 |
700 |
|
Depreciation |
147 |
129 |
|
Profit Before lax |
537 |
571 |
|
Taxes |
155 |
158 |
|
Profit After Tax |
382 |
413 |
|
Dividend |
12% |
10% |
The Highlights of the Company''s performance (Standalone) for the year ended March 31, 2024 are as under:
⢠During the financial year ended on March 31, 2024 the company achieved turnover of Rs. 10769 Lakhs as against turnover of Rs. 10667/- Lakhs achieved during the previous year, which is an increase in turnover by Rs. 102/- lakhs.
⢠The Profit before lax (PBT) for the financial year 2023-24 is Rs 537 Lakhs against Rs 571 Lakhs in the year 2022-23.
⢠The net worth of the company stands at Rs 5120 Lakhs at the end of financial year 2023-24 as compared to Rs 4858 Lakhs at the end of financial year 2022-23.
2. DIVIDEND
The Board of directors at their meeting held on May 29, 2024. has recommended payment of Rs 1.20/- (12%) only per equity share of the face value of 10/- (Rupees Ten only) each as final dividend for the financial year ended March 31. 2024. The payment of final dividend is subject to the approval of the shareholders at the ensuing Annual General Meeting (AGM) of the company.
The dividend on equity shares for the financial year 2023-24 would aggregate to Rs. 101.84 Lakhs.
In view of* the changes made under the Income-tax Act. 1961, by the Finance Act. 2020. dividend paid or distributed by the company shall be taxable in the hands of the shareholders. The company shall, accordingly, make the payment of the final dividend after deduction of tax at source.
3. EXPORT HOUSE AND AUTHORISED ECONOMIC OPERATOR STATUS
In accordance with provisions of Foreign Trade Policy, your company continues to enjoy â the One Star Export House" status. Your Company is also an Authorised Economic-Operator (AEO) Tier I which helps your company in faster processing clearance of cargo, deferred payment of duty, direct port delivery/ entry and other benefits.
4. MATERIAL CHANGES AND COMMITMENTS
No material changes and commitments have occurred after the close of the year till the date of this report which may affect the financial position of the company.
During the year, the company has not accepted deposits from the public falling within the ambit of Section 73 of The Companies Act, 2013 (âAct") and the Companies (Acceptance of Deposits) Rules, 2014.
Credit rating is done by CARE India Limited and the present rating is BBB.
7. PARTICULARS OF LOAN, GUARANTEES OR INVESTMENTS WITH RELATED PARTIES
Details of loans, guarantees and investments covered under the provisions of Section 186 of The Companies Act, 2013 have been provided in the notes to the financial statements forming part of this annual report.
8. SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE
The Company has I wholly owned subsidiary and 3 fellow subsidiaries as on March 31, 2024.
9. FINANCIAL PERFORMANCE OF COMPANY''S SUBSIDARIES
A list of body corporates which are subsidiaries of the company is provided as part of the notes to consolidated financial statements.
Pursuant to Section 129(3) of The Companies Act, 2013 read with Rule5 of the Companies (Accounts) Rules, 2014, as statement containing salient features of the financial position of each of the subsidiaries including capital, reserves, total assets, total liabilities, details of investment, turnover, etc. in the prescribed Form AOC-1 forms a part of the annual report. In accordance with Section 136 of the Act, the audited financial statements, including the consolidated financial statement and related information of the company and the financial statements of each of the subsidiary companies are available on our website www.wipltd.in.
Any member desirous of making inspection or obtaining copies of the said financial statements may write to the company secretary & compliance officer at sccrctarial.wcstcrnplvfrfgrnail.com
These documents will also be available for inspection during business hours at the registered office of the company.
Equity Shares
The paid up equity share capital as on March 31. 2024 was Us. 848.73 Lakhs. There was no change in the share capital during the year under review.
Sweat Equity Shares
In terms of sub-rule (13) of Rule 8 of Companies (Share Capital and Debentures) Rules. 2014. the company has not issued any sweat equity shares.
Differential Voting Rights
In terms of Rule 4(4) of companies (Share Capital and Debenture Rules, 2014). the company has not issued any share with differential voting rights.
Employee Stock Options
In terms of Rule 12(9) of companies (Share Capital and Debenture Rules, 2014), the company has not issued any employee stock options.
In terms of regulation 34 of SEB1 (Listing Obligations & Disclosure Requirements) Regulations, 2015. a separate section on corporate governance along with a certificate from the auditors confirming compliance is annexed and forms part of the annual report.
12. 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 (âthe Act") unclaimed/ unpaid dividend of Rs. 637283 /- which was lying in the unpaid dividend account for the financial year 2015-16 was transferred, during the year under review, to IEPF. Reminders were sent to the shareholders who have not claimed the dividends for earlier years to claim the same from the company failing which, the unclaimed dividend lying in the unpaid account for seven years will be transferred to IEPF after the due date for transfer.
13. 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, Audit, Transfer and Refund) Rules, 2016, (as amended from time to time), shares on which dividend has not been paid or claimed by a shareholder for a period of seven consecutive years or more shall be credited to the demat account of IEPFA within a period of thirty days of such shares becoming due for transfer. Upon transfer of such shares, all benefits (like dividend, bonus, split consolidation etc.), if any, accruing on such shares shall also be credited
to the account of I EPF and the voting rights on such shares shall remain frozen till the rightful owner claims the shares. Shares which were transferred to the demat account of IEPFA can be claimed back by the shareholder by following the procedure prescribed under the aforesaid rules. During the year under review, the company has transferred 39850 equity shares which were held by 35 shareholders to IEPFA as dividend had not been encashed or claimed on the above shares during the seven consecutive years from the financial year 2015-16.
14. CHANGE IN THE NATURE OF BUSINESS, IF ANY
There was no change in the nature of business of the company during the financial year 2023-24.
15. BOARD DIVERSITY
The Board comprises of adequate number of members with diverse experience and skills, such that it best serves the governance and strategic needs of the company. The directors are persons of eminence in areas such as business, industry, finance, law. administration, economics etc. and bring with them experience and skills which add value to the performance of the Board. The directors are selected purely on the basis of merit with no discrimination on race, colour, religion, gender or nationality.
The present Board consists of Shri T Balakrishnan as chairman, Smt Pushya Sitaraman, Sint Radha Unni. Shri Prasanth Raghunathan (nominee director) and Shri Thiruvengadam Parthasarathi as director. Shri P K Mayan Mohamed is the present managing director. Shri T Balakrishnan, Smt Pushya Sitaraman and Smt Radha Unni are the independent directors of the company. The company has also complied with Section 149(1) of The Companies Act regarding appointment of women director.
The term of the independent directors namely Shri T Balakrishnan, Smt Pushya sitaraman and Smt Radha Unni expires at the 79* ACM. These directors have completed 2 terms as Independent Directors and hence cannot be reappointed. The Board placed on record the valuable contribution made by these directors during their tenure.
16. DECLARATION BY INDEPENDENT DIRECTORS
The company has received the following declarations from all independent directors confirming that:
a. They meet the criteria of independence as prescribed under the provisions of the Act. read with the schedule and rules issued there tinder, and the listing regulations. There has been no change in the circumstances affecting their status as independent directors of the company; and
b. They have registered themselves with the independent director''s database maintained by the IICA.
None of the directors of the company are disqualified for being appointed as directors as specified in Section 164(2) of the Act and Rule 14(1) of the Companies (Appointment and Qualification of Directors) Rules, 2014.
I''he Board of directors of rhe company met 5 times during the financial year 2023-24 on 29.05.2023, 12.08.2023. 13.11.2023. 23.01.2024 & 12.02.2024.
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 Act and the listing regulations. The details of the meetings 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, a separate meeting of the independent directors of the company was held on February 12. 2024, and the directors reviewed and assessed the matters enumerated under Schedule IV(VII)(3) to the Act and Regulation 25(4) of the listing regulations. All the independent directors attended the meeting.
18. BOARD COMMITTEES & NUMBER OF MEETINGS OF BOARD COMMITTEES
The Board has the following Committees: -
a. Audit Committee
b. Nomination and Remuneration Committee
c. Stakeholders Relationship Committee
d. Corporate Social Responsibility Committee.
A detailed disclosure on the Board, it''s committees, its composition, the detailed charter and brief terms of reference, number of Board and committee meetings held, and attendance of the directors at each meeting is provided in the report on corporate governance.
19. INTERNAL FINANCIAL CONTROL AND ITS ADEQUECY
WIP has laid down an adequate system of internal controls, policies and procedures for ensuring orderly and efficient conduct of the business, including adherence to the companyâs policies, safe guarding of its assets, prevention and detection of frauds and errors, accuracy and completeness of the accounting records and timely preparation of reliable financial disclosures.
The current system of internal financial control is aligned with the statutory requirements. Effectiveness of internal financial control is ensured through management reviews, controlled self-assessment and independent testing by the internal auditor.
During the year under review, neither the statutory auditor nor the secretarial auditor has reported to the audit committee under Section 143(12) of The Companies Act, 2013, any instances of the fraud committed by the company, its officers and employees, the details of which would need to be mentioned in the Board report.
21. ANY REVISION MADE IN THE FINANCIAL STATEMENTS OR BOARDS REPORT
The financial statements were prepared based on IND-AS. The company has not revised the financial statements or Board''s report in respect of any of the three preceding financial years.
22. CODE OF CONDUCT
In compliance with Regulation 26(3) of the listing regulations and the Act, the company has framed and adopted code of conduct (âthe Code") for directors and senior management. The code provides guidance tin ethical conduct of business and compliance of law. The code is available on the company''s website www.wipltd.in.
All members of the Board and senior management personnel have affirmed the compliance with the code as on March 31, 2024. A declaration to this effect, signed by the managing director in terms of the listing regulations is given in the report of corporate governance forming part of this annual report.
23. 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. NSE Symbol: WIPL
24. SECRETARIAL STANDARDS
The company has complied with all the applicable provisions of secretarial standard on meetings of Board of directors(SS- I), revised secretarial standard on general meetings (SS-2) and other voluntarily adopted secretarial standards such as secretarial standard on dividend (SS-3) and secretarial standard on report of the Board of directors($S-4) issued by Institute of Company Secretaries of India.
25. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND THE COMPANY''S OPERATIONS IN FUTURE
There are no significant and material orders passed by the regulators or courts or tribunal impacting the going concern status and the companyâs operation in future.
26. VIGIL MECHANISM
The company has a robust vigil mechanism through its whistle blower policy approved and adopted by the Board of directors of the company in compliance with the provisions of Section 177(10) of the Act and Regulation 22 of the listing regulations.
The policy provides adequate protection to the directors, employees and business associates who report unethical practices and irregularities. Any incidents that are reported are investigated and suitable action is taken in line with the whistle blower policy.
Further, the mechanism adopted by the company encourages a whistle blower to report genuine concerns or grievances and provides for adequate safeguards against victimisation of the whistle blower who avails of such mechanism as well as direct access to the chairman of the audit committee. The functioning of the vigil mechanism is reviewed by the audit committee from time to time. None of the whistle blowers have been denied access to the audit committee of the Board.
The details of the whistle blower policy are explained in the corporate governance report and also posted on the website of the company at the link www.wipltd.in
27. PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
The company has zero tolerance towards sexual harassment at the workplace and towards this end. has adopted a policy in line with the provisions of Sexual Harassment of Women at Workplace (Prevention. Prohibition and Redressal) Act, 2013 and the Rules made thereunder. All employees (permanent, contractual, temporary and trainees) are covered under the said policy. During the financial year under review, the company has not received any complaint of Sexual Harassment of Women at workplace.
The company has complied with the provisions relating to the constitution of internal committee (IC) under the Sexual Harassment of Women at Workplace (Prevention. Prohibition and Redressal) Act, 2013 to redress complaints received regarding sexual harassment.
28. DIRECTORS AND KEY MANAGERIAL PERSONNEL
Your Directors arc pleased to inform that based on the recommendations of the Nomination and Remuneration Committee as well as Board of Directors, the shareholders by passing ordinary resolution dated 29th September, 2023 have reappointed Mr. P K Mayan Mohamcd as Managing Director of the Company for a period of three years with effect from 13.08.2023 and Ms Radha Uuni has been reappointed as Independent Director of the Company w.e.f 29.09.2023 for a period of I year.
Mr. Thiruvengadam Parthasarathi retires by rotation and being eligible, offers himself for re-appointment. A resolution seeking Shareholderâs approval for his reappointment along with other required details forms pari of notice.
The company has received declaration from all Independent Directors of the company confirming that they meet with the criteria of independence as laid down under Section 149(6) of the Companies Act. 2013 as Regulation I6(l)(b) of the Listing Regulations, 2015.
The Company is committed to maintain the highest standards of Corporate Governance requirement set out by the SEBI. The Company has complied with the requirement of Corporate Governance as stipulated under the Regulations, 2015 and accordingly, the report on corporate governance forms part of this Annual report. The requisite certificate from the Auditors of the Company confirming compliance with the conditions of the corporate governance is attached to the Report on Corporate Governance.
a. Retirement by Rotation
The independent directors hold office for a fixed term of not exceeding five years from the date of their appointment and are not liable to retire by rotation.
b. Key Managerial Personnel
The key managerial personnel of the company as on March 31, 2024 arc:
|
SI. No |
Name |
Designation |
|
1 |
P K Mayan Mohammed |
Managing Director |
|
2 |
R Balakrishnan |
CFO & Company Secretary |
29. POLICY ON DIRECTOR S APPOINTMENT AND REMUNERATION
The Company has devised the Nomination and Remuneration Policy lor the selection, appointment and remuneration of Directors. Key Managerial Personnel and remuneration of other employees including senior management personnel who have the capacity and ability to lead the company towards achieving sustainable development.
The remuneration policy is directed towards rewarding performance, based on review of achievements. It is aimed at attracting and retaining high calibre talent. The nomination and remuneration policy is displayed on the Companyâs website viz. www.wipltd.in Presently, the company docs not have a stock options scheme for its directors.
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 who possesses relevant expertise and experience particularly in Wood industry, leadership qualities required for the position and shall take into consideration recommendation, if any. received from any member of the Board.
(ii) Criteria for Appointment of Independent Director:
The independent Director shall be of high integrity with relevant expertise and experience so as to have a diverse Board with directors having expertise in the fields of manufacturing, marketing, finance, taxation, law, governance and general .
In terms of the provisions of Section 134(3)(p) ofThe Companies Act, 2013 and Regulation 17(10) of the SEB1 (Listing Obligations and Disclosure Requirements) Regulations, 2013, the Board has carried out an annual performance evaluation of its own performance, individual directors, chief financial officer, company secretary as well as the evaluation of the working of its Board committees. Performance evaluation of independent directors was done by the entire Board, excluding the independent directors being evaluated. The manner m which the evaluation has been carried out has been explained in the corporate governance report.
The above criteria are broadly based on the guidance note on Board evaluation issued by the Securities and Exchange Board of India on January 5, 2017.
31. REMUNERATION OF DIRECTORS, KEY MANAGERIAL PERSONNEL AND SENIOR MANAGEMENT
The remuneration paid to Directors, Key Managerial Personnel and Senior Management is in accordance with the Nomination and Remuneration Policy formulated in accordance with Section 178 of the Act and Regulation 19 read with Schedule II of the SEB1 (Listing Obligations and Disclosure Requirements) Regulations, 2015. Further details on the same are given in the Corporate Governance report which forms part of this annual report.
The annual return of the company as on March 31. 2023 m Form MGT - 9 is in accordance with Section 92(3) of the Act read with the Companies (Management and Administration) Rules, 2014.and is available on the website of the company at www.vvipltd.in
33. RELATED PARTY TRANSACTIONS
All transactions with related parties during the financial year 2023-24 were reviewed and approved by the audit committee and are in accordance with the policy on dealing with materiality of related party transactions and the Related Party Frame work, formulated and adopted by the Company. Prior omnibus approval of the Audit Committee is obtained on a yearly basis for the transactions which are of unforeseen and repetitive nature. The transactions entered into pursuant to the omnibus approval so granted arc audited and a statement giving details of all related party transactions is placed before the audit committee for their approval on a quarterly basis.
All contracts/arrangements/transaetions entered into by the company during the year under review with related parties were in the ordinary course of business and on armâs length basis in terms of provisions of the Act.
There are no materially significant related party transactions that may have potential conflict with interest of the company at large. There were no transactions of the company with any person or entity belonging to the promoter / promoter(s) group which individually holds 10% or more shareholding in the company
The details of the related party transactions as per Indian Accounting Standards (IND AS) - 24 are set out in Note 29 to the Standalone Financial Statements of the Company.
34. CORPORATE SOCIAL RESPONSIBILITY
The Companyâs social initiatives empower society at large and provide a holistic growth platform. The Company believes that Corporate Social Responsibility (CSR) projects undertaken by it should be sustainable with the long-term purpose of improving the quality of livelihood of the less privileged. The funds on CSR projects/ activities are spent very carefully to ensure that the desired objectives arc achieved. CSR activities has been segregated as to have a reach in different areas such as promoting education, improving health care, sustainability, rural development.
The Board of Directors of the company has approved a Corporate Social Responsibility (CSR) Policy based on the recommendation of the CSR Committee. The brief outline of the CSR policy of the Company and the initiatives undertaken by the company on CSR activities during the year are set out in Annexure - 5 . The terms of reference of the Corporate Social Responsibility Committee, number and dates of meeting held, composition and attendance of the members during the financial year ended 3111 March, 2024 are given separately in Corporate Governance Report.
35. HUMAN RESOURCES AND INDUSTRIAL RELATIONS
Our employees are our key strength, which has led us to achieve the results and various milestones in our organization''s journey. The company believes that attracting, developing and retaining talent is crucial to organizational success. The company has several initiatives and programs to ensure employees experience a holistic and fulfilling career with WIP.
The company is constantly engaged in building employee competence in all areas of the business. The behavioral and functional competency frame work is being institutionalized, with due focus on developing leadership capability; technical and functional expertise; and research capabilities of employees to develop in-house products with impeccable safety, quality and reliability standards. Several management development tools are being practiced for competency building amongst all levels of employees and focused succession planning and talent pool building is in progress. Coaching and mentoring program are being imparted for employees occupying critical roles and positions. For new talent, structured and rigorous on-boarding and induction process is being followed to assure adhering to safety and quality standards from day one in the organization. Management development programs are continuously planned and executed to leadership capability of employees. The company is maintaining smooth Industrial relation and statutory compliance at all plants and offices.
The Board of Directors has carried out an annual evaluation of its own performance. Board committees and individual Directors pursuant to applicable provisions of the Act and the corporate governance requirements as prescribed by applicable regulations of Listing Regulations, 2015
The Board as a whole functions cohesively. The committees function well in their respective areas, and the recommendations of the Committees are considered and have been accepted by the Board. The Directors bring to the table their knowledge and experience. Independent Directors are rated high in understanding your Company''s business and expressing their views freely during deliberations. Executive Directors are action-oriented and good in implementing Board decisions. The Chairman leads the Board effectively and encourages active participation and contribution from all the members.
The performance of the Board was evaluated after seeking inputs from all the Directors present in the meeting based on criteria such as the Board composition and structure, effectiveness of Board processes, information and functioning etc.
The Nomination and Remuneration Committee had evaluated the performance of individual Directors based on criteria such as contribution of the individual Director of the Board and committee meeting like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc.
Performance evaluation of Independent Directors was carried out by the entire Board. A meeting of the Independent Director for the year 2023-2024 was held on I2lb February, 2024 to review the performance of the Non-independent Directors, tile Board as a whole and the chairman on the Parameters of effectiveness and to assess the quality, quantity and timeliness of the flow of information between the Management and the Board. The same were discussed in the Board meeting that followed the meeting of the Independent Direc tors, at which the performanc e of the Board, its committees, and individual Directors were also discussed. The Directors expressed their satisfaction with the evaluation process.
37. AUDITORS AND AUDITORS REPORT Statutory Auditors
The Board of directors reappointed M/s. Sankar A Moorthy. Chartered Accountants (Firm Registration No. 003575S) for a second term of 5(Five) years from the conclusion of the 77th Annual General Meeting till the conclusion of 82nd Annual General Meeting to be held in the year 2027.
Statutory Audit Report
The M/s. Sankar & Moorthy, Chartered Accountants (Firm Registration No. 003575S) has issued an unmodified opinion on the Financial Statements, both standalone and consolidated for the financial year ended March 31. 2024. The said Auditors'' Report(s) for the financial year ended March 31, 2024 on the financial statements of the Company forms part of this annual report.
Internal Auditor
Pursuant to the provisions of Section 130 of The Companies Act. 2013 and The Companies (Accounts) Rules, 2014. during the year under review the internal audit of the functions and activities of the company was undertaken on quarterly basis by M/s Varnia A Varma. Chartered Accountants.
There were no adverse remarks or qualification on accounts of the company from the internal auditors.
Secretarial Auditors
The secretarial audit for the year 2023-24 was undertaken by Shri Sandeep Kumar S, Practicing Company Secretary, the secretarial auditor of the company.
The secretarial audit report for the financial year ended March 31, 2024 under the Act, read with Rules made thereunder and Regulation 24A of the Listing Regulations records of the company is annexed herewith as âAnnexure 1â.
The Board of directors, on the recommendation of the audit committee, has re-appointed Shri Sandeep Kumar S, Practicing Company Secretary. F.rnakulam to conduct the secretarial audit of the Company for FY 2024-25. They have confirmed their eligibility for the reappointment.
Secretarial Audit Report
The Secretarial Auditors has confirmed that the company has complied with the provisions of applicable Act. rules, etc and made following observations and the company''s reply is as follows:
i. The entire shareholding of Promoters and Promoter Groups are not in dematerialised form.
The company had requested several times to the shareholders coming under the promoter group for demating the shares and some of them are in the process of dematerialization. During the financial year 287280 shares were dematerialized and
efforts arc being made to dematerialize the remaining physical shares. Some of the shareholders under the promoter group 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 the lenders are no longer in existence. It is presumed that all relevant forms were filed at the relevant time. The audited Balance sheet docs not show any such loan outstanding.
38. ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
The information on conservation of energy, technology absorption and foreign exchange earnings and out go stipulated under Section 134(3)(m) of The Companies Act. 2013 read with Ruk\8 of The Companies (Accounts) Rules, 2014. is annexed here with as âAnncxure 3".
39. STATEMENT OF MANAGEMENT S RESPONSIBILITY FOR CONSOLIDATED FINANCIAL STATEMENTS
The Holding Company''s Board of Directors are responsible for the preparation and presentation of these consolidated financial statements in terms of the requirements of the Act that give a true and fair view of the consolidated financial position, consolidated financial performance including other comprehensive income, consolidated cash flows and consolidated statement of changes in equity of the group in accordance with the accounting principles generally accepted in India, including the Indian Accounting Standards (Ind AS) specified under Section 133 of the Act read with the Companies (Indian Accounting Standards) Rules, 2015, as amended. The respective Board of directors of the companies included in the Group are responsible for maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the group and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgmentâs and estimates that are reasonable and prudent; and the design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the consolidated financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error, which have been used for the purpose of preparation of the consolidated financial statements by the directors of the holding company, as aforesaid. In preparing the consolidated financial statements, the respective Board of directors of the companies included in the group are responsible for assessing the ability of the group to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the group or to cease operations, or has no realistic alternative but to do so. Those respective Boards of directors of the companies included in the group arc also responsible for overseeing the financial reporting process of the group.
40. MANAGEMENT DISCUSSION AND ANALYSIS REPORT
A detailed review of operations, performance and future outlook of your company and its businesses is given in the management discussion and analysis, which forms part of this Report as stipulated under Regulation 34(2)(e) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations. 2015.
41. DIRECTORâS RESPONSIBILITY STATEMENT
Pursuant to Section I34(3)(c) of The Companies Act, 2013 the Board of Directors hereby confirms that:
i. In the preparation of the annual accounts of the company for the year ended March 31. 2024. the applicable accounting standards had been followed and there are no departures;
ii. Accounting policies have been selected and applied consistently and judgments and estimates made that are reasonable and prudent so as to give true and fair view of the state of affairs of the company at the end of the financial year March 31. 2024 and of the profit of the company for that year ended on that date:
iii. Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and detecting fraud and other irregularities;
iv. Annual accounts for the year ended March 31. 2024 have been prepared on a going concern basis.
v. Internal financial controls were in place and that the financial controls were adequate and were operating effectively.
vi. Systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.
42. PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016.
No application has been made under the Insolvency and Bankruptcy Code; hence the requirement to disclose the details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year along with their status as at the end of the financial year is not applicable.
43. 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.
44. CODE OF PRACTICES AND PROCEDURES FOR FAIR DISCLOSURE OF UNPUBLISHED PRICE SENSITIVE INFORMATION
The Board has formulated code of practices and procedures for fair disclosure of unpublished price sensitive information (âFair Disclosure Code") for fair disclosure of events and occurrences that could impact price discovery in the market for the companyâs securities and to maintain the uniformity, transparency and fairness in dealings 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
45. PREVENTION OF INSIDER TRADING
The Board lias formulated code of conduct for regulating, monitoring and reporting of trading of shares by insiders. This code lays down guidelines, procedures to be followed and disclosures to be made by the insiders while dealing with shares of the company and cautioning them on consequences of non-compliances.
As required Regulation 17(8) read with Schedule II of the SF.BI (Listing Obligations and Disclosure Requirements) Regulations. 2015, the CEO/CFO certification is attached with the annual report.
47. COMPLIANCE WITH THE INSTITUTE OF COMPANY SECRETARIES OF INDIA(âICSr) SECRETARIAL STANDARDS:
The relevant Secretarial Standards issued by the ICSI related to the Board Meetings and General Meeting have been complied with by the Company.
No disclosure or reporting is required in respect of the following items as there were no transaction on these items during the year under review:
a. Details relating to deposit and unclaimed deposits or interest thereon
b. Issue of equity shares with differential rights as to dividend or voting
c. Issue of shares (including sweat equity shares) and Employees stock option Scheme of the Company under any scheme
d. None of the managerial personnel, ie. Managing Director of the Company is in receipt of remuneration / commission from subsidiary Companies of the Company.
e. No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern and Company''s operation in future.
Certain statements in the "Directorâs Report & Management discussion and Analysisâ describing the Companyâs views about the Industry, expectations/ predictions, objectives etc., may be forward looking within the meaning of applicable laws and regulations. Actual results may differ materially from those expressed in the statement. Companyâs operations may inter alia affect with the supply and demand situation, input prices and their availability, changes in Government regulations, taxes, exchange fluctuations and other factors such as Industrial relations and economic developments etc. Investors should bear the above in mind.
49. APPRECIATION & ACKNOWLEDGEMENT
The Board of directorsâ place on record sincere gratitude and appreciation lor all the employees at all levels for their hard work, solidarity, cooperation and dedication during the year. The Board conveys its appreciation for its customers, shareholders, suppliers as well as vendors, bankers, business associates, regulatory and government authorities for their continued support.
Mar 31, 2023
Your board of directors have pleasure in presenting the 78th annual report on the business and operations of the company, together with the audited accounts for the financial year ended March 31, 2023.
1. FINANCIAL HIGHLIGHTS
The company''s performance for the financial year ended 31st March 2023 is summarized below.
|
PARTICULARS |
Financial year ended |
|
|
31.03.2023 |
31.03.2022 |
|
|
Revenue from Operations |
10667 |
9855 |
|
Operational Expenditure |
9827 |
9346 |
|
Operating Profit Before Depreciation, Interest, Tax & Exceptional Item |
840 |
509 |
|
Finance Cost |
140 |
131 |
|
Depreciation and amortization expense |
129 |
211 |
|
Other Income |
69 |
31 |
|
Profit Before Tax |
571 |
198 |
|
a) Current Tax |
132 |
62 |
|
b) Deferred Tax & Others |
26 |
(6) |
|
Profit After Tax |
413 |
142 |
|
Total Comprehensive Income |
397 |
80 |
RESULTS OF OPERATIONS
The Highlights of the Company''s performance (Standalone) for the year ended March31,2023 are as under:
⢠During the financial year ending on March 31,2023 the company achieved turnover of '' 10667.45 Lakhs as against turnover of '' 9855.18 Lakhs achieved during the previous year, which is an increase in turnover by 8%
⢠The Profit before Tax (PBT) for the financial year 2022-23 is '' 571 Lakhs against '' 198 Lakhs in the year 2021-22.
⢠The net worth of the company stands at '' 4858 Lakhs at the end of financial year 2022-23 as compared to '' 4528 Lakhs at the end of financial year 2021-22.
2. DIVIDEND
The board of directors at their meeting held on May 29, 2023, has recommended payment of '' 1/- (10%) only per equity share of the face value of '' 10/-(Rupees Ten only) each as final dividend for the financial year ended march 31, 2023. The payment of final dividend is subject to the approval of the shareholders at the ensuing Annual General Meeting (AGM) of the company. The dividend on equity shares for the financial year 2022-23 would aggregate to '' 84.9 Lakhs.
In view of the changes made under the Income-tax Act, 1961, by the Finance Act, 2020, dividends paid or distributed by the company shall be taxable in the hands of the shareholders. The company shall, accordingly, make the payment of the final dividend after deduction of tax at source.
3. MATERIAL CHANGES AND COMMITMENTS
No material changes and commitments have occurred after the close of the year till the date of this report which may affect the financial position of the company.
4. DEPOSITS
During the year, the company has not accepted deposits from the public falling within the ambit of Section 73 of The Companies Act, 2013 ("Act") and the Companies (Acceptance of Deposits) Rules, 2014.
5. CREDIT RATINGS
Credit rating is done by CARE India Limited and the present rating is BBB-.
6. PARTICULARS OF LOAN, GUARANTEES OR INVESTMENTS WITH RELATED PARTIES
Details of loans, guarantees and investments covered under the provisions of Section 186 of The Companies Act, 2013 have been provided in the notes to the financial statements forming a part of this annual report.
7. SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE
The company has 1 wholly owned subsidiary and 3 fellow subsidiaries as on March 31, 2023.
8. FINANCIAL PERFORMANCE OF COMPANY''S SUBSIDARIES
A list of body corporates which are subsidiaries and joint ventures of the company is provided as part of the notes to consolidated financial statements.
Pursuant to Section 129(3) of The Companies Act, 2013 read with Rule5 of the Companies (Accounts) Rules, 2014, as statement containing salient features of the financial position of each of the subsidiaries including capital, reserves, total assets, total liabilities, details of investment, turnover, etc. in the prescribed Form AOC-1 forms a part of the annual report.
In accordance with Section 136 of the Act, the audited financial statements, including the consolidated financial statement and related information of the company and the financial statements of each of the subsidiary companies are available on our website www.wipltd.in .Any member desirous of making inspection or obtaining copies of the said financial statements may write to the company secretary & compliance officer at secretarial.westernply@gmail.com These documents will also be available for inspection during business hours at the registered office of the company.
9. SHARECAPITAL Equity Shares
The paid up equity share capital as on March 31, 2023 was '' 848.73 Lakhs. There was no change in the share capital during the year under review.
Sweat Equity Shares
In terms of sub-rule (13) of Rule 8 of Companies (Share Capital and Debentures) Rules, 2014, the company has not issued any sweat equity shares.
Differential Voting Rights
In terms of Rule 4(4) of companies (Share Capital and Debenture Rules, 2014), the company has not issued any share with differential voting rights.
Employee Stock Options
In terms of Rule 12(9) of companies (Share Capital and Debenture Rules, 2014), the company has not issued any employee stock options.
10. CORPORATE GOVERNANCE
In terms of regulation 34 of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015. A separate section on corporate governance along with a certificate from the auditors confirming compliance is annexed and forms part of the annual report.
11. TRANSFER OF UNPAID/ UNCLAIMED DIVIDEND & SHARE APPLICATION MONEY TO INVESTOR EDUCATION AND PROTECTION FUND (IEPF)
Pursuant to the provisions of Section 124(5) of The Companies Act, 2013 ("the Act") unclaimed/ unpaid dividend of ''625218 /- which was lying in the unpaid dividend account for the financial year 2014-15 was transferred, during the year under review, to IEPF.
Reminders were sent to the shareholders who have not claimed the dividends for earlier years to claim the same from the company failing which, the unclaimed dividend lying in the unpaid account for seven years will be transferred to IEPF after the due date for transfer. Unclaimed dividend in respect of the financial year 2015-16 will be due for transfer to IEPF on 03.11.2023.
12. 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, Audit, Transfer and Refund) Rules, 2016, (as amended from time to time), shares on which dividend has not been paid or claimed by a shareholder for a period of seven consecutive years or more shall be credited to the demat account of IEPFA within a period of thirty days of such shares becoming due for transfer. Upon transfer of such shares, all benefits (like dividend, bonus, split consolidation etc.), if any, accruing on such shares shall also be credited to the account of IEPF and the voting rights on such shares shall remain frozen till the rightful owner claims the shares. Shares which were transferred to the demat account of IEPFA can be claimed back by the shareholder by following the procedure prescribed under the aforesaid rules. During the year under review, the company has transferred 25550 equity shares which were held by 27 shareholders to IEPFA as dividend had not been encashed or claimed on the above shares during the seven consecutive years from the financial year 2014-15.
13. CHANGE IN THE NATURE OF BUSINESS, IF ANY
There was no change in the nature of business of the company during the financial year 2022-23.
14. BOARD DIVERSITY
The board comprises of adequate number of members with diverse experience and skills, such that it best serves the governance and strategic needs of the company. The directors are persons of eminence in areas such as business, industry, finance, law, administration, economics etc. and bring with them experience and skills which add value to the performance of the board. The directors are selected purely on the basis of merit with no discrimination on race, colour, religion, gender or nationality.
The present board consists of Shri T Balakrishnan as chairman, Smt Pushya Sitaraman, Smt Radha Unni, Shri Prasanth Raghunathan (nominee director) and Shri Thiruvengadam Parthasarathias as director. Shri P K Mayan Mohamed is the present managing director. Shri T Balakrishnan, Smt Pushya Sitaraman and Smt Radha Unni are the independent directors of the company. The company has also complied with Section 149(1) of The Companies Act regarding appointment of women director.
15. DECLARATION BY INDEPENDENT DIRECTORS
The company has received the following declarations from all the independent directors confirming that:
a. They meet the criteria of independence as prescribed under the provisions of the Act, read with the schedule and rules issued there under, and the listing regulations. There has been no change in the circumstances affecting their status as independent directors of the company; and
b. They have registered themselves with the independent director''s database maintained by the IICA.
None of the directors of the company are disqualified for being appointed as directors as specified in Section 164(2) of the Act and Rule 14(1) of the Companies (Appointment and Qualification of Directors) Rules, 2014.
16. BOARD MEETINGS
The board of directors of the company met 5 times during the financial year 2022-23 on 20-052022, 13.08.2022, 29.09.2022, 14.11.2022 and 14.02.2023.
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 act and the listing regulations. The details of the meetings 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, a separate meeting of the independent directors of the company was held on February 14, 2023, and the directors reviewed and assessed the matters enumerated under Schedule IV(VII)(3) to the Act and Regulation 25(4) of the listing regulations. All the independent directors attended the meeting.
17. BOARD COMMITTEES & NUMBER OF MEETINGS OF BOARD COMMITTEES
The board has the following Committees: -
a. Audit Committee
b. Nomination and Remuneration Committee
c. Stakeholders Relationship Committee
A detailed disclosure on the Board, it''s committees, its composition, the detailed charter and brief terms of reference, number of board and committee meetings held, and attendance of the directors at each meeting is provided in the report on corporate governance.
18. INTERNAL FINANCIAL CONTROL AND ITS ADEQUACY
WIP has laid down an adequate system of internal controls, policies and procedures for ensuring orderly and efficient conduct of the business, including adherence to the company''s policies, safe guarding of its assets, prevention and detection of frauds and errors, accuracy and completeness of the accounting records and timely preparation of reliable financial disclosures. The current system of internal financial control is aligned with the statutory requirements. Effectiveness of internal financial control is ensured through management reviews, controlled self-assessment and independent testing by the internal auditor.
19. REPORTING OF FRAUDS
During the year under review, neither the statutory auditor nor the secretarial auditor has reported to the audit committee under Section 143(12) of The Companies Act, 2013, any instances of the fraud committed by the company, its officers and employees, the details of which would need to be mentioned in the board report.
20. ANY REVISION MADE IN THE FINANCIAL STATEMENTS OR BOARDS REPORT
The financial statements were prepared based on IND-AS. The company has not revised the financial statements or board''s report in respect of any of the three preceding financial years.
21. CODE OF CONDUCT
In compliance with Regulation 26(3) of the listing regulations and the Act, the company has framed and adopted code of conduct ("the Code") for directors and senior management. The code provides guidance on ethical conduct of business and compliance of law. The code is available on the company''s website www.wipltd.in
All members of the board and senior management personnel have affirmed the compliance with the code as on March 31,2023. A declaration to this effect, signed by the managing director in terms of the listing regulations is given in the report of corporate governance forming part of this annual report.
22. 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.
23. SECRETARIAL STANDARDS
The company has complied with all the applicable provisions of secretarial standard on meetings of board of directors(SS-1), revised secretarial standard on general meetings (SS-2) and other voluntarily adopted secretarial standards such as secretarial standard on dividend (SS-3) and secretarial standard on report of the board of directors (SS-4) issued by Institute of Company Secretaries of India.
24. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND THE COMPANY''S OPERATIONS IN FUTURE
There are no significant and material orders passed by the regulators or courts or tribunal impacting the going concern status and the company''s operation in future.
25. VIGIL MECHANISM
The company has a robust vigil mechanism through its whistle blower policy approved and adopted by the board of directors of the company in compliance with the provisions of Section 177(10) of the Act and Regulation 22 of the listing regulations.
The policy provides adequate protection to the directors, employees and business associates who report unethical practices and irregularities. Any incidents that are reported are investigated and suitable action is taken in line with the whistle blower policy.
Further, the mechanism adopted by the company encourages a whistle blower to report genuine concerns or grievances and provides for adequate safeguards against victimisation of the whistle blower who avails of such mechanism as well as direct access to the chairman of the audit committee. The functioning of the vigil mechanism is reviewed by the audit committee from time to time. None of the whistle blowers have been denied access to the audit committee of the board.
The details of the whistle blower policy are explained in the corporate governance report and also posted on the website of the company at the link www.wipltd.in
26. PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
The company has zero tolerance towards sexual harassment at the workplace and towards this end, has adopted a policy in line with the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act,2013 and the Rules made thereunder. All employees (permanent, contractual, temporary and trainees) are covered under the said policy. During the financial year under review, the company has not received any complaint of Sexual Harassment of Women at workplace.
The company has complied with the provisions relating to the constitution of internal committee (IC) under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 to redress complaints received regarding sexual harassment.
27. DIRECTORS AND KEY MANAGERIAL PERSONNEL
a. Retirement by Rotation
The independent directors hold office for a fixed term of not exceeding five years from the date of their appointment and are not liable to retire by rotation.
b. Key Managerial Personnel
The key managerial personnel of the company as on March 31, 2023 are:
|
Sl. No |
Name |
Designation |
|
1 |
P K Mayan Mohammed |
Managing Director |
|
2 |
R Balakrishnan |
CFO & Company Secretary |
28. BOARD EVALUATION
In terms of the provisions of Section 134(3)(p) of The Companies Act, 2013 and Regulation17(10) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the board has carried out an annual performance evaluation of its own performance, individual directors, chief financial officer, company secretary as well as the evaluation of the working of its board committees. Performance evaluation of independent directors was done by the entire board, excluding the independent directors being evaluated. The manner in which the evaluation has been carried out has been explained in the corporate governance report.
The above criteria are broadly based on the guidance note on board evaluation issued by the Securities and Exchange Board of India on January 5, 2017.
29. NOMINATION & REMUNERATION POLICY
On the recommendation of the nomination and remuneration committee, the board has framed a nomination and remuneration policy. This policy, inter-alia, provides (a) the criteria for determining qualifications, positive attributes and independence of directors (b) a policy on remuneration for directors, key managerial personnel and other employees and (c) details of the employee stock option scheme. The policy is directed towards a compensation philosophy and structure that will reward and retain talent and provides for a balance between fixed and incentive pay, reflecting short and long-term performance objectives appropriate to the working of the company and its goals. This remuneration policy is placed on the company''s website https://wipltd.in
30. REMUNERATION OF DIRECTORS, KEY MANAGERIAL PERSONNEL AND SENIOR MANAGEMENT
The remuneration paid to the Directors, Key Managerial Personnel and Senior Management is in accordance with the Nomination and Remuneration Policy formulated in accordance with Section 178 of the Act and Regulation 19 read with Schedule II of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Further details on the same are given in the corporate governance report which forms part of this annual report.
The information required under Section 197 of the Act read with companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of directors/ employees of the company is available on the website of the company at www.wipltd.in
31. ANNUAL RETURN
The annual return of the company as on March 31,2023 in Form MGT - 9 is in accordance with Section 92(3) of the Act read with the Companies (Management and Administration) Rules, 2014, and is available on the website of the company at www.wipltd.in
32. REMUNERATION DETAILS OF DIRECTORS, KEY MANAGERIAL PERSONNEL AND EMPLOYEES
None of the directors, key managerial personnel and other employees is in receipt of remuneration exceeding the limits prescribed under Sections 134 and 197 of The Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 as amended. The information required under Section 197(12) of The Companies Act 2013
read with Rule 5(1) of the Companies (Appointment and remuneration of managerial personnel) Rules, 2014 in respect of the company have been given in the Annexure - 4
33. RELATED PARTY TRANSACTIONS
All transactions with related parties during the financial year 2022-23 were reviewed and approved by the audit committee and are in accordance with the policy on dealing with materiality of related party transactions and the Related Party Frame work, formulated and adopted by the Company. Prior omnibus approval of the Audit Committee is obtained on a yearly basis for the transactions which are of un foreseen and repetitive nature. The transactions entered into pursuant to the omnibus approval so granted are audited and a statement giving details of all related party transactions is placed before the audit committee for their approval on a quarterly basis.
All contracts/arrangements/transactions entered into by the company during the year under review with related parties were in the ordinary course of business and on arm''s length basis in terms of provisions of the Act.
There are no materially significant related party transactions that may have potential conflict with interest of the company at large. There were no transactions of the company with any person or entity belonging to the promoter(s)/promoter(s) group which individually holds 10% or more shareholding in the company.
The details of the related party transactions as per Indian Accounting Standards (IND AS) - 24 are set out in Note 29 to the Standalone Financial Statements of the Company. Form AOC-2 pursuant to Section 134(3)(h) of The Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014 is set out in the "Annexure A" to this report.
The company in terms of Regulation 23 of the Listing Regulations submits within 15 days from the date of publication of its standalone and consolidated financial results for the half year, disclosures of related party transactions on a consolidated basis, in the form at specified in the relevant accounting standards to the stock exchanges. The said disclosures can be accessed on the website of the company at www.wipltd.in
34. HUMAN RESOURCES AND INDUSTRIAL RELATIONS
Our employees are our key strength, which has led us to achieve the results and various milestones in our organization''s journey. The company believes that attracting, developing and retaining talent is crucial to organizational success. The company has several initiatives and programs to ensure employees experience a holistic and fulfilling career with WIP.
The company is constantly engaged in building employee competence in all areas of the business. The behavioral and functional competency frame work is being institutionalized, with due focus on developing leadership capability; technical and functional expertise; and research capabilities of employees to develop in-house products with impeccable safety, quality and reliability standards. Several management development tools are being practiced for competency building amongst all levels of employees and focused succession planning and talent pool building is in progress. Coaching and mentoring program are being imparted for employees occupying critical roles and positions. For new talent, structured and rigorous on-
boarding and induction process is being followed to assure adhering to safety and quality standards from day one in the organization. management development programs are continuously planned and executed to hone leadership capability of employees. The company is maintaining smooth Industrial relation and statutory compliance at all plants and offices.
With a focus on digitalization, we are also implementing several robust HR practices and processes to enhance employee experience, engagement and enablement to deliver exemplary results.
35. AUDITORS AND AUDITORS REPORT Statutory A uditors
The board of directors had reappointed M/s. Sankar & Moorthy, Chartered Accountants (Firm Registration No. 003575S) for a second term of 5(Five) years from the conclusion of the 77th Annual General Meeting till the conclusion of 82nd Annual General Meeting to be held in the year 2027.
Statutory Audit Report
The M/s. Sankar & Moorthy, Chartered Accountants (Firm Registration No. 003575S) has issued an unmodified opinion on the Financial Statements, both standalone and consolidated for the financial year ended March 31, 2023. The said Auditors'' Report(s) for the financial year ended March 31, 2023 on the financial statements of the Company forms part of this annual report.
Internal Auditor
Pursuant to theprovisions of Section139 of The Companies Act, 2013 and The Companies (Accounts) Rules, 2014, during the year under review the internal audit of the functions and activities of the company was undertaken on quarterly basis by M/s Varma & Varma, Chartered Accountants.
There were no adverse remarks or qualification on accounts of the company from the internal auditors.
Secretarial Auditors
The secretarial audit for the year 2022-23 was undertaken by Shri Sandeep Kumar S, Practicing Company Secretary, the secretarial auditor of the company.
The secretarial audit report for the financial year ended March 31, 2023 under the Act, read with Rules made thereunder and Regulation 24A of the Listing Regulations records of the company is annexed herewith as "Annexure 1".
The board of directors, on the recommendation of the audit committee, has re-appointed Shri Sandeep Kumar S, Practicing Company Secretary, Ernakulam to conduct the secretarial audit of the Company for FY 2023-24. They have confirmed their eligibility for the re-appointment.
Secretarial Audit Report
The Secretarial Auditors has confirmed that the company has complied with the provisions of applicable Act, rules, etc. The company''s reply to the observation made is as follows:
i. The entire shareholding of Promoters and Promoter Groups are not in dematerialised form.
The company had requested several times to the shareholders coming under the promoter group for demating the shares and some of them are in the process of dematerialization. During
the financial year shares were dematerialized and efforts are being made to dematerialize the remaining physical shares. Some of the shareholders under the promoter group 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 the lenders are no longer in existence. It is presumed that all relevant forms were filed at the relevant time. The audited Balance sheet does not show any such loan outstanding.
37. ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
The information on conservation of energy, technology absorption and foreign exchange earnings and out go stipulated under Section 134(3)(m) of The Companies Act, 2013 read with Rule 8 of The Companies (Accounts) Rules, 2014, is annexed here with as "Annexure 3".
38. STATEMENT OF MANAGEMENT''S RESPONSIBILITY FOR CONSOLIDATED FINANCIAL STATEMENTS
The Holding Company''s Board of Directors are responsible for the preparation and presentation of these consolidated financial statements in terms of the requirements of the act that give a true and fair view of the consolidated financial position, consolidated financial performance including other comprehensive income, consolidated cash flows and consolidated statement of changes in equity of the group in accordance with the accounting principles generally accepted in India, including the Indian Accounting Standards (Ind AS) specified under Section 133 of the Act read with the Companies (Indian Accounting Standards) Rules 2015, asamended. The respective board of directors of the companies included in the Group are responsible for maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the group and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgment''s and estimates that are reasonable and prudent; and the design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the consolidated financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error, which have been used for the purpose of preparation of the consolidated financial statements by the directors of the holding company, as aforesaid. In preparing the consolidated financial statements, the respective board of directors of the companies included in the group are responsible for assessing the ability of the group to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the group or to cease operations, or has no realistic alternative but to do so. Those respective board of directors of the companies included in the group are also responsible for overseeing the financial reporting process of the group.
39. MANAGEMENT DISCUSSION AND ANALYSIS REPORT
A detailed review of operations, performance and future outlook of your company and its businesses is given in the management discussion and analysis, which forms part of this Report
as stipulated under Regulation 34(2)(e) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
40. DIRECTOR''S RESPONSIBILITY STATEMENT
Pursuant to Section 134(3)(c) of The Companies Act, 2013 the Board of Directors hereby confirms that:
i. In the preparation of the annual accounts of the company for the year ended March 31, 2023, the applicable accounting standards had been followed and there are no departures;
ii. Accounting policies have been selected and applied consistently and judgments and estimates made that are reasonable and prudent so as to give true and fair view of the state of affairs of the company at the end of the financial year March 31,2023 and of the profit of the company for that year ended on that date;
iii. Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and detecting fraud and other irregularities;
iv. Annual accounts for the year ended March 31, 2023 have been prepared on a going concern basis.
v. Internal financial controls were in place and that the financial controls were adequate and were operating effectively.
vi. Systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.
41. PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016.
No application has been made under the Insolvency and Bankruptcy Code; hence the requirement to disclose the details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year along with their status as at the end of the financial year is not applicable.
42. 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.
43. CODE OF PRACTICES AND PROCEDURES FOR FAIR DISCLOSURE OF UNPUBLISHED PRICE SENSITIVE INFORMATION
The board has formulated code of practices and procedures for fair disclosure of unpublished price sensitive information ("Fair Disclosure Code") for fair disclosure of events and occurrences that could impact price discovery in the market for the company''s securities and to maintain the uniformity, transparency and fairness in dealings 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
44. PREVENTION OF INSIDER TRADING
The board has formulated code of conduct for regulating, monitoring and reporting of trading of shares by insiders. This code lays down guidelines, procedures to be followed and disclosures
to be made by the insiders while dealing with shares of the company and cautioning them on consequences of non-compliances.
45. CEO/CFO CERTIFICATION
As required Regulation 17(8) read with Schedule II of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the CEO/CFO certification is attached with the annual report.
46. APPRECIATION & ACKNOWLEDGEMENT
The board of directors'' place on record sincere gratitude and appreciation for all the employees at all levels for their hard work, solidarity, cooperation and dedication during the year. The board conveys its appreciation for its customers, shareholders, suppliers as well as vendors, bankers, business associates, regulatory and government authorities for their continued support.
On behalf of the Board of Directors
Kannur T Balakrishnan
13.08.2023 Chairman
Mar 31, 2012
Dear Members,
The Board of Directors are pained to inform the shareholders of the sad
demise of our beloved Chairman, Shri PCD Nambiar, on 27/05/2012. Shri
PCD Nambiar joined the Company as Director in 1983 and his vast
experience in the fields of Banking, Finance & Management contributed
substantially to the management and development of the Company.
FINANCIAL RESULTS :
Your Directors have pleasure in presenting the 67th Annual Report on
the business and operations of your Company along with the audited
accounts for the year ended 31st March, 2012.
(Rs. in lakhs)
2011-12 2010-11
Gross Sales 10081.30 9472.12
Other Operating Revenue 16.07 14.59
Less : Excise Duty 833.02 785.83
Revenue from Operations (Net) 9264.35 8700.88
Other Income 23.97 34.30
Profit Before Tax 685.94 406.47
less : Provision for Tax 89.42 99.37
Profit for the Year 596.2 307.10
The Company has achieved during the year a Turnover of Rs. 100.81
Crores as against Rs.94.72 Crores in the Previous Year. The Company has
already chalked out action plans to further improve performance in
terms of Turnover and profit. As indicated last year, the Malaysian
Joint Venture Company commenced its operations in February, 2012. Our
Company has started receiving Veneers from them. This will improve the
Turnover of Plywood during the year 2012-1 3. The price of raw
materials, Fuels etc are going up very high and the Company is unable
to increase the price of its finished products correspondingly.
However, various value added products are being introduced to fetch a
better price.
The Company has maintained satisfactory relationship with Bankers and
Term Lending Institutions. The Company has been regular in discharging
all its interest and repayment obligations to these Banks and
Institutions.
DIVIDEND
The Board of Directors recommends the dividend due, on Preference
Shares upto 3 1/03/2012, which works out to Rs. 13.87 Lakhs. The Board
also recommends payment of dividend of 12% on equity shares, which
works out to Rs. 101.85 Lakhs. The Dividend Tax payable comes to Rs.
18.77 Lakhs.
TRANSFER TO RESERVES
An amount of Rs. 15 Lakhs has been transferred to General Reserves.
DIRECTORS
Shri V Ramachandran and Shri Bhaskar Menon retire by rotation and are
eligible for re-appointment.
SUBSIDIARY COMPANIES
The Audited consolidated financial statements incorporating the
accounts for the subsidiary Companies viz Southern Veneers & Wood Works
Ltd, Kohinoor Saw Mills Co Ltd and Era And WIP Timber J V Sdn Bhd,
Malaysia for the period ended 31/03/2012 are attached.
In April, 2012, the Company has acquired 89% shares of M/s Mayabandar
Doors (P) Ltd, Mysore at a cost of Rs.580 Lakhs. M/s Mayabandar Doors
(P) Ltd, is an established Company manufacturing Doors and this will
help to boost the sales of some of our products.
The company shall furnish hard copy of the annual account of the
subsidiary companies to any shareholder on demand. The annual accounts
of the subsidiary companies is also open for inspection by any
shareholder at the registered office of the company.
PERSONNEL
During the year under report, there were no employees drawing
remuneration in excess of the limit specified under Section 217(2) (A)
of the Companies Act and general Circular No.23/201 I dated 02/ 05/201
I of the Ministry of Corporate Affairs.
CORPORATE GOVERANCE
Pursuant to clause 49 of the listing agreement with Stock Exchange,
Management Discussion and Analysis, Corporate Governance Report and
Auditors'' Certificate regarding compliance of conditions of Corporate
Governance have been incorporated in the Annual Report. Your Company is
committed to good Corporate Governance practices and to follow the
guidelines provided by SEBI and Stock Exchange from time to time.
DIRECTORS'' RESPONSIBILITY STATEMENT
In accordance with the Provisions of the Companies Act, 1956 and based
on the information provided by the management, your Directors state
that :
a) In the preparation of the Annual Accounts, the applicable accounting
standards have been followed and there are no material departures.
b) They have selected such accounting policies and applied them
consistently and made judgments and estimates that are reasonable and
prudent so as to give a true and fair view of the state of affairs of
the Company as on 31.03.2012 and of the profit of the Company for the
year ended on that date.
c) Proper and sufficient care has been taken for the maintenance of
adequate accounting records in accordance with the provisions of the
Companies Act, 1956. There are adequate systems and controls for safe
guarding the assets of the Company and for preventing and detecting
frauds and other irregularities,
d) The Annual Accounts of the Company have been prepared on a going
concern basis.
AUDITORS
M/s Varma & Varma, Chartered Accountants, Cochin, the Statutory
Auditors, retire at the ensuing Annual General Meeting and are eligible
for re-appointment. Your Directors recommend re- appointment of the
statutory Auditors till the conclusion of the next Annual General
Meeting.
INSURANCE
The assets of the Company are adequately insured against fire and such
other risks as are considered necessary by the management.
PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY UPGRADATION AND
FOREIGN EXCHANGE EARNING AND OUTGO
The report required to be made pursuant to Clause (e) of Section (I) of
Section 217 of the Companies Act, 1956 read with the Companies
(Disclosure of particulars in the report of Board of Directors) Rules,
1988 and forming part of the Directors Report is given in Annexure to
this report.
INTERNAL CONTROL SYSTEM
The Company has adequate internal control procedures commensurate with
its size and nature of the business. The Audit Committee of Directors,
constituted under Section 292A and as per Clause 49 of the Listing
Agreement, reviews the report of the Internal Auditors and quarterly
results published as per the Listing Agreement. The Board believes that
appropriate procedure and monitoring mechanisms are in place.
REDEMPTION OF PREFERENCE SHARES
The Company had issued redeemable preference shares to IFCI Ltd for
Rs.2 Crores, out of which Rs. I Crore was redeemed on 07.12.2009 and
balance Rs. I Crore on 28.05.201 I along with the accumulated dividend
till the date of redemption. The Company had transferred Rs. I Crore
each to Capital Redemption Reserve Account out of the profit of the
years 2009-10 & 2010-1 I respectively.
ACKNOWLEDGEMENT
We would like to acknowledge with gratitude the support and
co-operation extended by shareholders, vendors, media, banks and
financial institutions and look forward to their continued support. We
appreciate the continued co-operation received from various regulatory
authorities including the Registrar of Companies, Securities and
Exchange Board of India, Stock Exchanges and Depositories. We also
recognize and appreciate the sincere hard work, loyalty and efforts of
the employees and look forward to their continued support.
Place : Cochin V RAMACHANDRAN
Date : 29.05.2012 CHAIRMAN
Mar 31, 2011
The Directors take great pleasure in presenting the 66th Annual Report
on the business and operations of your Company along with the audited
accounts for the year ended 31st March 2011.
(Rs. in lakhs)
2010-11 2009-10
Gross sale including excise duty/
income from operation 9472.12 8972.89
Less: Excise Duty 785.83 552.23
Net sales 8686.29 8420.66
PBDIT 1211.31 1630.49
Less Interest 336.34 438.22
Less: Depreciation 468.50 465.40
Profit before tax and non-recurring items 406.47 726.87
Less: Provision for taxes 99.37 352.55
Profit after taxes 307.10 374.32
Less: Proposed dividend 105.47 110.95
Less: Dividend Distribution tax 17.11 18.43
Net profit 184.52 244.94
BUSINESS AND OPERATIONS
During the year 2010-11, the Company achieved a turnover of
Rs.94.72crores and a profit before tax of Rs.4.06crores. The Company
has already chalked out various action plans for further improvement in
turnover and profit. The construction boom in several areas of Kerala
has helped the wood based panel industry to improve production and
demand for the related products has seen an upward trend. The Company
hopes that the availability of quality material for plywood production
will improve shortly when the Malaysian Joint venture Company commences
the despatch of veneers from 2011-
12. This will enhance the plywood production and turnover
substantially. Also, various value added products are being introduced
which would give the Company higher returns.
The Company has maintained a satisfactory relationship with Bankers and
Term Lending Institutions and has been regular in paying interest,
installments etc
DIVIDEND
The Board of Directors recommends a dividend due on Preference share up
to 31.03.2011 which works out to Rs.20.60lakhs. The Board also
recommends payment of dividend of 10% on equity shares, which works out
to Rs.84.87lakhs.
REDEMPTION OF PREFERENCE SHARES
The Company had issued redeemable preference shares to IFCI Ltd. for
Rs. 2Cr, out of which Rs.1Cr was redeemed on 7.12.2009 and balance Rs.
1Cr on 28.05.2011 along with the accumulated dividend till the date of
redemption. The Company had transferred Rs. 1Cr each to Capital
Redemption Reserve Account out of the profit of the years2009-10 &
2010-11 respectively.
DIRECTORS
Shri. P.C.D Nambiar and Shri. N.L Vaidyanathan retire by rotation and
are eligible for re appointment. Your Directors has passed the
necessary resolutions for their re-appointment. Mr. Y.H Malegam, a
leading Chartered Accountant and an eminent financial expert, has
joined our Board as Additional Director. The appointment of Mr. Y.H
Malegam as Director is being placed before shareholders for their
approval at the ensuing AGM. Mr. G.S.A Saldanha has resigned from the
Board due to poor health. The Board places on record its appreciation
of the valuable services rendered by Mr. G.S.A Saldanha during his
tenure as Director of the Company for 35 years.
SUBSIDIARY COMPANIES:
The Audited consolidated financial statement incorporating the accounts
of subsidiary Companies, namely Southern Veneers and Woodworks Limited,
and the Kohinoor Saw Mill Company Limited, for the period ended
31.03.2011 are attached as per Accounting Standard 21.
INDUSTRIAL RELATIONS:
Industrial relations remained peaceful throughout the year with no work
interruptions of any kind.
PERSONNEL:
There were no employees drawing remuneration in excess of the limit
specified under Section 217(2) (A) of the Companies Act during the year
under report, as per general Circular No.23/2011 dt. 02.05.2011 of the
Ministry of Corporate Affairs.
CORPORATE GOVERNANCE:
Pursuant to clause 49 of the listing agreement with Stock Exchanges,
Management Discussion and Analysis, Corporate Governance Report and
Auditors Certificate regarding compliance of conditions of corporate
governance have been incorporated in the Annual Report. Your Company is
committed to good corporate governance practices and to follow the
guidelines provided by SEBI and stock exchanges from time to time.
DIRECTORS'' RESPONSIBILITY STATEMENT:
In accordance with the provisions of the Companies Act, 1956 and based
on the information provided by the management, your Directors state
that:
a) In the preparation of the Annual Accounts, the applicable accounting
standards have been followed along with proper explanation relating to
material departures.
b) They have selected such accounting policies and applied them
consistently and made judgments and estimates that were reasonable and
prudent so as to give a true and fair view of the state of affairs of
the Company as on 31.03.2011 and of the profit of the Company for the
year ended on that date.
c) Proper and sufficient care has been taken for the maintenance of
adequate accounting records in accordance with the provisions of the
Companies Act, 1956 for safe guarding the assets of the Company and for
preventing and detecting frauds and other irregularities.
d) The Annual Accounts of the Company have been prepared on a going
concern basis.
AUDITORS
M/s Varma & Varma, Chartered Accountants, Kochi, the Statutory
Auditors, retire at the ensuing Annual General Meeting and are eligible
for re-appointment. Your Directors recommend re- appointment of the
statutory Auditors till the conclusion of the next Annual General
Meeting.
INSURANCE
The assets of the Company are adequately insured against fire and such
other risks as are considered necessary by the management.
PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY UPGRADATION AND
FOREIGN EXCHANGE EARNING AND OUTGO:
The report required to be made pursuant to Clause (e) of section (1) of
section 217 of the Companies Act, 1956 read with the Companies
(Disclosure of particulars in the report of Board of Directors) Rules,
1988 and forming part of the Directors Report is given in Annexure to
this report,
INTERNAL CONTROL SYSTEM
The Company has adequate internal control procedures commensurate with
its size and nature of the business. The Audit Committee of Directors,
constituted under Section 292A and as per Clause 49 of the Listing
Agreement, reviews the report of the Internal Auditors and quarterly
results published as per the Listing Agreement. The Board believes that
appropriate procedure and monitoring mechanisms are in place.
ACKNOWLEDGEMENT
We would like to acknowledge with gratitude the support and
co-operation extended by shareholders, vendors, media, banks and
financial institutions and look forward to their continued support. We
appreciate the continued co-operation received from various regulatory
authorities including the Registrar of Companies, Securities and
Exchange Board of India, Stock Exchanges and Depositories. We also
recognize and appreciate the sincere hard work, loyalty and efforts of
the employees and look forward to their continued support.
Place: Cochin Shri. P.C.D.Nambiar
Date: 28.05.2011 Chairman
Mar 31, 2010
The Directors take great pleasure in presenting the 65th Annual Report
on the business and operations of your Company along with the Audited
accounts for the year ended 31 st March 2010.
(Rs. in lakhs)
2009-10 2008-09
Gross sale including excise duty/income
from operation 9019.84 9267.67
Less: Excise Duty 552.23 573.94
Net sales 8467.61 8693.73
PBDIT 1630.49 1743.08
Less: Interest 438.22 447.30
Lese: Depreciation 465.40 467.30
Profit before tax and non-recurring items 726.87 828.48
Less: Provision for taxes 352.55 280.32
Profit after taxes 374.32 548.16
Less: Proposed dividend_ 110.95 316.35
Less: Dividend Distribution tax 18.43 53.76
Net profit 244.94 178.05
BUSINESS AND OPERATIONS
During the year 2009-10, the Company achieved a turnover of Rs.90.20
Crores and a profit before tax of Rs.7.27 Crores. This performance is
slightly less than last year and has been mainly occasioned by the wide
recession in the construction industry. Also the Companys exports have
come down from Rs. 17.79 crores to Rs. 12.45 crores. The domestic
turnover has, however, shown an improvement due to the aggressive
marKeting efforts made by the Company. The marKet is showing sign of a
short recovery and there is hope for a better performance in 2010-1 I.
As in the past, the Company continued to face the shortage of the most
important raw material, namely, quality timber. In order to overcome
this problem, the Company initiated steps to form a majority Malaysian
owned joint venture Company in Kuela Lumpur where WIP setup a new
factory for the joint venture to manufacture veneers. This factory is
expected to go into production in September 2010 and the veneer
produced will be exported to us, thus enabling the Company to utilize
its full manufacturing capacity for plywoods.
In order to follow a policy of cent percent utilization of wood, the
Company started making use of waste sawdust as raw material for
manufacturing briquettes during the year 2009-10. The briquettes were
burned in the Companys boilers, thereby saving a substantial amount on
fuel cost and also reducing pollution.
The Company saved a substantial amount on interest costs by converting
the rupee worKing capital loan from banks to FCNR (B) loans. These cost
cutting measures initiated by the Company helped to maintain the profit
in spite of adverse market conditions.
DIVIDEND
The Board of Directors recommends a dividend due on Preference share up
to 31.03.2010 which works out to Rs26.08 lakhs. The Board also
recommends payment of a dividend of 10% on equity shares, which works
out to Rs. 84.87 lakhs.
DIRECTORS
Shri. Renjit Kuruvila and Shri. Bhaskar Menon retire by rotation and
are eligible for re appointment. Your Directors have passed the
necessary resolutions for their re-appointment. The Board has also
re-appointed Shri.P.K.Mohamed as Managing Director for a period of 3
years from 15.01.2010, subject to approval of the shareholders.
SUBSIDIARY COMPANIES:
The Annual Audited Accounts of the subsidiary Companies viz. M/s.
Southern Veneers and Woodworks Limited and The Kohinoor Saw Mill
Company Limited, for the period ended 31.03.2010, together with
enclosures and others reports, are attached, as required under section
212 of the Companies Act. The audited consolidated financial statements
as per Accounting Standard 21 are also attached.
INDUSTRIAL RELATIONS
Industrial relations remained peaceful throughout the year with no worK
interruptions of any kind.
PERSONNEL:
There were no employees drawing remuneration in excess of the limits
specified under Section 217(2A) of The Companies Act during the year
under report.
CORPORATE GOVERNANCE:
Pursuant to clause 49 of the listing agreement with Stock Exchanges,
Management Discussion and Analysis, Corporate Governance Report and
Auditors Certificate regarding compliance of conditions of corporate
governance have been incorporated in the Annual Report. Your Company is
committed to good corporate governance practices and to follow the
guidelines provided by SEBI and stock exchanges from time to time.
DIRECTORS RESPONSIBILITY STATEMENT:
In accordance with the provisions of the Companies Act, 1956 and based
on the information provided by the management, your Directors state
that:
a) In the preparation of the Annual Accounts, the applicable accounting
standards have been followed along with proper explanation relating to
material departures.
b) They have selected such accounting policies and applied them
consistently and made judgments and estimates that were reasonable and
prudent so as to give a true and fair view of the state of affairs of
the Company as on 31.03.2010 and of the profit of the Company for the
year ended on that date.
c) Proper and sufficient care has been taken for the maintenance of
adequate accounting records in accordance with the provisions of the
Companies Act, 1956 for safe guarding the assets of the Company and for
preventing and detecting frauds and other irregularities.
d) The Annual Accounts of the Company have been prepared on a going
concern basis.
AUDITORS
M/s Varma & Varma , Chartered Accountants, Kochi, the Statutory
Auditors, retire at the ensuing Annual General Meeting and are eligible
for re-appointment. Your Directors recommend re- appointment of the
statutory Auditors till the conclusion of the next Annua! General
Meeting.
INSURANCE
The assets of the Company are adequately insured against fire and such
other risks as are considered necessary by the management.
PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY
UPGRADATION AND FOREIGN EXCHANGE EARNING AND OUTGO: The report required
to be made pursuant to Clause(e) of section (I) of Section 217 of the
Companies Act , 1956 read with the Companies (Disclosure of particulars
in the report of Board of Directors) Rules, 1988 and forming part of
the Directors Report is given in Annexure A to this report,
INTERNAL CONTROL SYSTEM
The Company has adequate internal control procedures commensurate with
its size and nature of the business. The Audit Committee of directors,
constituted under Section 292A and as per Clause 49 of the Listing
Agreement, reviews the report of the Internal Auditors and quarterly
results published as per the Listing Agreement. The Board believes that
appropriate procedure and monitoring mechanisms are in place.
ACKNOWLEDGEMENT
We would like to acknowledge with gratitude the support and
co-operation extended by shareholders, vendors, media, banks and
financial institutions and look forward to their continued support. We
appreciate the continued co-operation received from various regulatory
authorities including the Registrar of Companies, Securities and
Exchange Board of India, Stock Exchanges and Depositories. We also
recognize and appreciate the sincere hard worK, loyalty and efforts of
the employees and look forward to their continued support.
Place: Calicut Shri.P.C.D. Nambiar
Date: 27.05.2010 Chairman
Mar 31, 2009
The Directors take great pleasure in presenting the 64th Annual Report
on the business and operations of your company along with the audited
accounts for the year ended 31st March, 2009.
FINANCIAL RESULTS
(Rs. in lakhs)
2008-09 2007-08
Gross sales including excise duty/
income from operation 9267.67 8160.52
Less: Excise Duty 573.94 635.19
Net sales 8693.73 7525.33
PBDIT 1743.08 1607.97
Less: Interest 447.30 556.66
Less: Depreciation 467.30 465.99
Profit before tax and non-recurring items 828.48 585.32
Less: Non recurring item - 99.64
Profit before tax 828.48 485.68
Less: Provision for taxes 280.32 232.42
Profit after taxes 548.16 253.26
Less: Proposed dividend on Pref.shares 316.35
Less: Dividend Distribution tax 53.76
Net profit 178.05 253.26
OPERATIONS:
The Company has achieved a turnover of Rs.92.67 crores and a profit
before tax of Rs.8.28 crores.
A higher turnover and profit was expected during the financial year.
However, being dependent on constructional activities which have been
severally affected by the economic meltdown, the company too has felt
the repercussions of the global recession since quite a number of
overseas orders have been delayed or cancelled. However steps have been
taken by your company to negate the adverse effects in the year(s) to
come and the condition is found to be improving.
The main problem being faced by the Company continues to be
availability of quality timber. However, the company is hopeful of
overcoming this problem by obtaining regular supply of quality raw
material through their joint venture undertaking at Malaysia, viz. Era
& WIP (JV) SDN.BHD., which is scheduled to commence operations during
the course of the year 2009-10. This will in turn enable the Company
to utilize its full manufacturing capacity and thereby increase
turnover and profit.
The Company has maintained satisfactory relationship with Bankers and
Term Lending Institutions. The Company has been reguLar in the
discharge of its interest and repayment obligations to these Banks and
Institutions.
DIVIDEND
The Board of Directors recommend the dividend due on Preference shares
up to 31.3.2009 which works out to Rs.316.35 lakhs. This has been
provided in the accounts.
DIRECTORS
Shri. N. L. Vaidyanathan and Shri.V. Ramachandran retire by rotation
and are eligible for re- appointment. Your Directors had passed the
necessary resolutions for reappointment. The Board reappointed Shri.
P.K. Mayan Mohamed as Whole time Director for a period of 5 years from
15.6.2009 subject to approval of shareholders.
SUBSIDIARY COMPANIES:
The Annual Audited Accounts of the subsidiary companies viz. M/s.
Southern Veneers and Woodworks Limited and The Kohinoor Saw Mill
Company Limited, for the period ended 31st March 2009, together with
enclosures and other reports, are attached, as required under Section
212 of the Companies Act. The audited consolidated financial
statements as per Accounting Standard 21 are also attached.
INDUSTRIAL RELATIONS:
Industrial relations remained peaceful throughout the year with no work
interruptions of any kind.
PERSONNEL:
There were no employees drawing remuneration in excess of the limits
specified under section 217(2A) of The Companies Act during the year
under report.
CORPORATE GOVERNANCE:
Pursuant to clause 49 of the Listing agreement with Stock Exchanges,
Management Discussion and Analysis, Corporate Governance Report and
Auditors Certificate regarding compliance of conditions of corporate
governance have been incorporated in the Annual Report. Your Company is
committed to good corporate governance practices and to follow the
guidelines provided by SEBI and stock exchanges from time to time.
DIRECTORS RESPONSIBILITY STATEMENT:
In accordance with the provisions of the Companies Act, 1956 and based
on the information provided by the management, your Directors state
that:
a) in the preparation of the annual accounts, the applicable accounting
standards have been followed along with proper explanation relating to
material departures;
b) they have selected such accounting policies and applied them
consistently and made judgments and estimates that were reasonable and
prudent so as to give a true and fair view of the state of affairs of
the Company as at March 31, 2009 and of the Profit of the Company for
the year ended on that date;
c) proper and sufficient care has been taken for the maintenance of
adequate accounting records in accordance with the provisions of the
Companies Act, 1956 for safe guarding the assets of the Company and for
preventing and detecting frauds and other irregularities;
d) the annual accounts of the Company have been prepared on a going
concern basis.
AUDITORS
M/s. Varma & Varma, Chartered Accountants, Kochi, the Statutory
Auditors, retire at the ensuing Annual General Meeting and are eligible
for reappointment. Your Directors recommend the reappointment of the
Statutory Auditors till the conclusion of the next Annual General
Meeting.
INSURANCE
The assets of the Company are adequately insured against fire and such
other risks as are considered necessary by the Management.
PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY UPGRADATION AND
FOREIGN EXCHANGE EARNINGS AND OUTGO:
The report required to be made pursuant to Clause (e) of Section (1) of
Section 217 of the Companies Act, 1956 read with the Companies
(Disclosure of particulars in the report of Board of Directors) Rules,
1988 and forming part of the Directors Report is given in Annexure A
of this report.
INTERNAL CONTROL SYSTEM
The Company has adequate internal control procedures commensurate with
its size and nature of the business. The Audit Committee of Directors,
constituted under Section 292A and as per Clause 49 of the Listing
Agreement, reviews the report of the Internal Auditors and quarterly
results published as per the listing agreement. The Board believes that
appropriate procedure and monitoring mechanisms are in place.
ACKNOWLEDGEMENT
We would like to acknowledge with gratitude the support and
co-operation extended by shareholders, vendors, media, banks and
financial institutions and look forward to their continued support. We
appreciate the continued co-operation received from various regulatory
authorities including the Registrar of Companies, Securities and
Exchange Board of India, Stock Exchanges and Depositories. We also
recognize and appreciate the sincere hard work, loyalty and efforts of
the employees and look forward to their continued support.
For and on behalf of the Board
Place: Chennai P.K MOHAMED P.K MAYAN MOHAMED
Date : 25.6.2009 Managing Director Executive Director
Mar 31, 2008
The Directors take great pleasure in presenting the 63rd Annual Report
on the business and operations of your Company, together with the
audited accounts for the year ended 31st March, 2008.
FINANCIAL RESULTS
(Rs.in lakhs)
2007-08 2006-07
Gross Sales including Excise Duty/
Income from operation 8160.52 7192.55
Less: Excise Duty 635.19 852.42
Net Sales 7525.33 6340.13
Profit before depreciation and interest 1607.97 1516.14
Less: Interest 556.66 578.91
Less: Depreciation 465.99 466.07
Profit before tax and non-recurring items 585.32 471.16
Add / (Less): Non recurring item (99.64) 12.82
Profit before tax 485.68 483.98
Less: Provision for tax 227.32 56.30
Profit after taxes 258.36 427.68
The Company has achieved a turnover of Rs. 81.60 Crores and a profit
before tax and non recurring items of Rs. 5.85 Crores.
Even though the Company could achieve a turnover of Rs. 81.60 Crores
during the year, there was no corresponding increase in the net profit
due to the high cost of raw material, fuel etc.
The main problem faced by the Company is non availability of quality
timber. In order to sort out this issue, the Company has entered into a
joint venture with a Malaysian Company. The Company is hopeful of
starting operation of this joint venture during 2008-09 and regular
flow of quality raw material will be ensured. This would enable the
Company to utilize its full capacity and thereby increase turnover and
profit.
A major fire accident took place at the factory godown on 1st December,
2007 and the Company lost stock worth approximately Rs. 99.64 Lakhs.
The Company has submitted an insurance claim for the above amount and
the same is under process by the Insurance Company. This has affected
the net profit of the Company.
After providing depreciation and other adjustments, the net profit for
the year was Rs. 258.36 Lakhs. The Company has already chalked out
various action plans to further improve performance in terms of
turnover and profit. The newly started Pre-compressed Press Board
factory is performing well.
The Company has maintained satisfactory relationship with Bankers and
Term Lending Institutions. The Company has been regular in the
discharge of its interest and repayment obligations to these Banks and
Institutions.
DIVIDEND
In view of inadequate profit and as a matter of prudence and in the
long term interest of the Company, no dividend is declared by the
Directors.
DIRECTORS
Shri.P.C.D.Nambiar and Shri.G.S.A.Saldanha retire by rotation and are
eligible for re-appointment. Your Directors had passed the necessary
resolutions for reappointment. Shri. Manoj Joshi joined the Board on 1
9.03.2008 as Nominee Director of KSIDC in place of Shri. P.H. Kurian.
Shri. P.K. Mohamed was re-appointed as Managing Director for a period
of 2 years, subject to the approval of shareholders.
SUBSIDIARY COMPANIES
The Annual Audited Accounts of the subsidiary companies viz. M/s.
Southern Veneers and Woodworks Limited and The Kohinoor Saw Mill
Company Limited, for the period ended 31st March 2008, together with
enclosures and other reports, are attached, as required under Section
21 2 of the Companies Act. The Audited Consolidated Financial
Statements as per Accounting Standard 21 are also attached.
INDUSTRIAL RELATIONS
Industrial relations remained peaceful throughout the year with no work
interruptions of any kind.
PERSONNEL
There were no employees drawing remuneration in excess of the limits
specified under section 217(2) of the Companies Act during the year
under report.
CORPORATE GOVERNANCE
Pursuant to Clause 49 of the Listing Agreement with Stock Exchanges,
Management Discussion and Analysis, Corporate Governance Report and
Auditors Certificate regarding compliance of conditions of Corporate
Governance have been incorporated in the Annual Report. Your Company is
committed to good corporate governance practices and to follow the
guidelines provided by SEBI and Stock Exchanges from time to time.
DIRECTORS RESPONSIBILITY STATEMENT
Your Directors hereby confirm:
a) that in the preparation of the Accounts for the period ended 31st
March, 2008, applicable Accounting Standards have been followed along
with proper explanation relating to material departures, wherever
necessary.
b) that the Directors have selected such accounting policies and
applied them consistently and made judgments and estimates that are
reasonable and prudent so as to give a true and fair view of the state
of affairs of the Company at the end of the financial year and of the
profits of the Company for the period ended 31st March, 2008.
c) that the Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 1956, for safeguarding the assets of
the Company and for preventing and detecting fraud and other
irregularities.
d) that the Directors have prepared the Annual Accounts on a going
concern basis.
AUDITORS
M/s. Varma & Varma, Chartered Accountants, Kochi, the Statutory
Auditors, retire at the ensuing Annual General Meeting and are eligible
for re-appointment. Your Directors recommend the re-appointment of the
Statutory Auditors till the conclusion of the next Annual General
Meeting.
INSURANCE
The assets of the Company are adequately insured against fire and such
other risks as are considered necessary by the Management.
PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY UPGRADATION AND
FOREIGN EXCHANGE EARNINGS AND OUTGO
The report required to be made pursuant to Clause (e) of Section (1) of
Section 217 of the Companies Act, 1 956 read with the Companies
(Disclosure of particulars in the report of Board of Directors) Rules,
1988 and f6rming part of the Directors Report is given in Annexure A
of this report.
INTERNAL CONTROL SYSTEM
The Company has adequate internal control procedures commensurate with
its size and nature of the business. The Audit Committee of Directors
reviews the report of the Internal Auditors and quarterly financial
results as per the Listing Agreement. The Board believes that
appropriate procedures and monitoring mechanisms are in place.
INVESTOR EDUCATION AND PROTECTION FUND
The Company has transferred an amount of Rs. 51,844/- on 12.12.2007 to
IEPF being the unclaimed dividend for 1999-2000.
ACKNOWLEDGEMENT
Your Directors, wish to place on record their deep appreciation of the
valuable support extended by the Financial Institutions and Banks. They
also wish to record their appreciation of the devoted services rendered
by the Officers, Staff and Workers of the Company. Your Directors also
record their thanks to the shareholders for their continued support and
confidence reposed in the Management.
For and on behalf of the Board,
Sd/-
Place : Chennai P.C.D.Nambiar
Date : 25.07.2008 Chairman
Mar 31, 2007
The Directors have pleasure in presenting their report and audited
accounts for the financial year 2006-07.
FINANCIAL RESULTS
(Rs. in lakhs)
2006-07 2005-06
(12 month) (6 month)
Gross sales including excise duty/ income
from operation 7192.55 3280.91
Less: Excise duty 852.42 371.73
Net Sales 6340.13 2909.18
Profit before depreciation and interest 1516.14 643.26
Less: Interest 578.91 207.95
Less: Depreciation 466.07 225.00
Profit before tax and non-recurring items 471.16 210.31
Add: Non recurring item 12.82 346.34
Profit before tax 483.98 556.65
Less: Provision for taxes 56.30 29.56
Profit after tax 427.68 527.09
The Company has achieved a turn over of Rs.71.93 crores and a profit
before tax of Rs.483.98 lakhs. After providing depreciation and other
adjustments, the net profit for the year was Rs.427.68 lakhs. The
Company has already chalked out various action plans to further improve
performance in terms of turnover and profit. The ongoing construction
boom has driven the wood based panel industry into high growth and
demand for construction linked wood based products continues to rise.
However the availability of quality raw materials continues to be grim.
Your Company is taking many proactive steps to source the required
materials from available sources and also exploring setting up a Joint
Venture Company Overseas.
The Company has maintained satisfactory relationship with bankers and
term lending institutions. The Company has been regular in the
discharge of its interest and repayment obligations to these Banks and
institutions.
A term loan of Rs. 20 crores was availed from KSIDC to part settle the
dues to IFCI.
DIVIDEND
In order to conserve the resources of the Company for further business
as part of our ongoing programme of diversification, the Board is not
proposing any dividend for the year under review.
DIRECTORS
Sri.V.Ramachandran and Sri.Bhaskar Menon retire by rotation and are
eligible for re-appointment. Your Directors had passed the necessary
resolution for reappointment.
Mr.P.H.Kurian, IAS, joined the Board on 31.08.2006 as nominee Director
of KSIDC in place of Mr.A.J.Pai. IFCI had withdrawn the nomination of
Mr.N.U.Nampoothiri as director on 23.02.2007 The Board wishes to place
on record its appreciation of the significant contributions made by
Mr.A.J.Pai and Mr.N.U.Nampoothiri during their tenure as Directors of
the Company.
Mr.Ranjith Kuruvilla was appointed as Additional Director in the Board
on 25.01.2007 The appointment of Mr.Ranjith Kuruvilla as Director is
being placed before the shareholders for their approval at the ensuing
AGM.
SUBSIDIARY COMPANIES:
The Annual Audited Accounts of the subsidiary companies viz. M/s.
Southern Veneers and Woodworks Limited and The Kohinoor Saw Mill
Company Limited for the period ended 31st March 2007 together with
enclosures and other reports are attached, as required under Section
212 of the Companies Act. The audited consolidated financial statements
as per accounting standard 21 are also attached.
INDUSTRIAL RELATIONS:
Industrial relations remained peaceful throughout the year with no work
interruptions of any kind.
PERSONNEL:
There were no employees drawing remuneration in excess of the limits
specified under section 217(2) of
The Companies Act during the year under report.
CORPORATE GOVERNANCE:
Pursuant to clause 49 of the Listing agreement with Stock Exchanges,
Management Discussion and Analysis,
Corporate Governance Report and Auditors Certificate regarding
compliance of conditions of Corporate Governance have been incorporated
in the Annual Report. Your Company is committed to good Corporate
Governance practices and to follow the guidelines provided by SEBI and
Stock Exchanges from time to time.
DIRECTORS RESPONSIBILITY STATEMENT:
Your Directors hereby confirm:
a) that in the preparation of the Accounts for the period ended 31st
March, 2007, applicable Accounting Standards have been followed along
with proper explanation relating to material departures, wherever
necessary.
b) that the Directors have selected such accounting policies and
applied them consistently and made judgments and estimates, that are
reasonable and prudent so as to give a true and fair view of the state
of affairs of the Company at the end of the financial year and of the
profits of the Company for the period ended 31st March, 2007.
c) that the Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of The Companies Act 1956 for safeguarding the assets of the
Company and for preventing and detecting fraud and other
irregularities.
d) that the Directors have prepared the Annual Accounts on a going
concern basis.
AUDITORS
M/s.Varma & Varma, Chartered Accountants, Kochi, the Statutory
Auditors, retire at the ensuing Annual General Meeting and are eligible
for reappointment. Your Directors recommend the reappointment of the
Statutory Auditors till the conclusion of the next Annual General
Meeting.
INSURANCE
The assets of the Company are adequately insured against fire and such
other risks as are considered necessary by the Management.
PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY UPGRADATION AND
FOREIGN EXCHANGE EARNINGS AND OUTGO
The report required to be made pursuant to Clause (e) of Section (1) of
Section 217 of the Companies Act, 1956 read with the Companies
(Disclosure of particulars in the report of Board of Directors) Rules,
1988 and forming part of the Directors Report is given in Annexure A
of this report.
INTERNAL CONTROL SYSTEM
The Company has adequate internal control procedures commensurate with
its size and nature of the business. The Audit Committee of Directors
reviews the report of the Internal Auditors and quarterly results
published as per the listing agreement. The Board believes that
appropriate procedure and monitoring mechanisms are in place.
INVESTOR EDUCATION AND PROTECTION FUND
The Company has transferred an amount of Rs.65,996/- on 16.11.2006 to
IEPF being the unclaimed dividend for 1998-99.
ACKNOWLEDGEMENT
Your Directors, wish to place on record their deep appreciation of the
valuable support extended by the Financial Institutions and Banks. They
also wish to record their appreciation of the devoted services rendered
by the Officers, Staff and workers of the Company. Your Directors also
record their thanks to the shareholders for their continued support and
confidence reposed in the Management.
For and on behalf of the Board,
Sd/- Sd/-
Place: Kannur P.K MOHAMED P.K MAYAN MOHAMED
Date : 11.06.2007 Managing Director Executive Director
Mar 31, 2006
Your Directors have pleasure in presenting their report and audited
accounts for the financial year 2005-06 (6 months).
(Rs. in lakhs)
2005-06 2004-2005
(6 months) (18 months)
Total Income 3627.25 #10101.46
Total expenditure, excluding depreciation 2846.40 9212.79
Prior period adjustments 17.48 0.47
Provision for taxation 29.56 12.46
Cash Profit for the period/year 751.29 875.74
Depreciation 225.00 657.21
Net Profit for the year 526.29 218.53
# Including interest on Term loan written back.
The financial year of the Company started from 1st October 2005 as the
previous year was extended upto 30th September 2005 with the permission
of Registrar of Companies. During six months period the Company could
achieve a turn over of Rs.32.81crores as compared to Rs.85.82 crores
during the previous 18 months period.
The Companys exports during this period were Rs.6.36 crores on FOB
basis.
The Companys efforts to neutralise cost increase and improve margins
together with purchasing efficiencies, improvement in manufacturing
yield and control helped in increasing the profitability. Aggressive
marketing efforts and relentless focus on quality have produced
satisfactory results.
The Company has successfully established itself in the export market in
more than 15 countries including USA, Tanzania, Denmark etc. Your
Directors are positive about future growth.
As per the terms of the settlement with IFCI, the Company issued
preference shares for Rs.9.23 crores on 31.3.2006. Also the Company
tied up with KSIDC for a term loan of Rs.20 crores at 9% interest in
order to settle the IFCIs dues thereby saving a substantial amount in
interest payment.
After providing depreciation and other adjustments, the net profit for
the 6 months period was Rs.526.29 lakhs as against Rs.218.53 lakhs
reported in the previous 18 months.
The Company commissioned the Precompressed Press Board plant on 1st
January 2006 and commercial production has started. This is part of the
diversification plan to concentrate on value added products. The full
impact of the working of this plant will register in the next financial
year.
The Company has already chalked out various action plans to improve
performance and reduce cost of production, especially the fuel cost.
DIVIDEND
In view of lack of distributable profits, your Directors are unable to
recommend any dividend for the period ending 31.3.2006
PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY UPGRADATION AND
FOREIGN EXCHANGE EARNINGS AND OUTGO
The report required to be made pursuant to Clause (e) of Section (1) of
Section 217 of the Companies Act, 1956 read with the Companies
(Disclosure of particulars in the report of Board of Directors) Rules,
1988 and forming part of the directors report is given in Annexure A
of this report.
DIRECTORS
Sri.P.C.D.Nambiar and Mr.N.L.Vaidyanathan retire by rotation and are
eligible for reappointment. Mr.Mayan Mohamed was appointed as Executive
Director at the Annual General Meeting held on 18th September 2001 for
a period of 5 years, as per the approval from Central government his
tenure will expire on 14.6.2006. The Remuneration Committee of the
Board of Directors has considered and recommended his re-appointment as
Executive Director with effect from 15.6.2006 for a further period of 3
years subject to approval of the shareholders and Central Govt. Your
Directors recommend for your approval necessary resolutions for the
re-appointment of the above Directors.
SUBSIDIARY COMPANIES:
The Annual Audited Accounts of the subsidiary companies viz. M/s.
Southern Veneers and Woodworks Limited and The Kohinoor Saw Mill
Company Limited for the period ended 31st March 2006 together with
enclosures and other reports are attached, as required under Section
212 of the Companies Act. The audited consolidated financial statements
as per accounting standard 21 are also attached.
INDUSTRIAL RELATIONS:
Industrial relations remained peaceful throughout the year with no work
interruptions of any kind.
PERSONNEL;
There were no employees drawing remuneration in excess of the limits
specified under section 217(2) of The Companies Act during the year
under report.
CORPORATE GOVERNANCE:
Pursuant to clause 49 of the Listing agreement with Stock Exchanges,
Management Discussion and analysis, corporate Governance Report and
Auditors Certificate regarding compliance of conditions of corporate
Governance have been incorporated in the Annual Report. Your Company
is committed to good corporate governance practices and to follow the
guidelines provided by SEBI and stock exchanges from time to time.
DIRECTORS RESPONSIBIUTY STATEMENT:
Your Directors hereby confirm:
a) That in the preparation of the Accounts for the period ended 31st
March, 2006, applicable Accounting Standards have been followed along
with proper explanation relating to material departures, wherever
necessary.
b) That the Directors have selected such accounting policies and
applied them consistently and made judgments and estimates that are
reasonable and prudent so as to give a true and fair view of the state
of affairs of the Company at the end of the financial year and of the
profit of the Company for the six months period ended 31st March, 2006.
c) That the Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of The Companies Act 1956 for safeguarding the assets of the
Company and for preventing and detecting fraud and other
irregularities.
d) That the Directors have prepared the accounts for the 6 months
period on a going concern basis.
AUDITORS
M/s.Varma & Varma, Chartered Accountants, Kochi, the Statutory
Auditors, retire at the ensuing Annual General Meeting and are eligible
for reappointment. Your Directors recommend the reappointment of the
Statutory Auditors till the conclusion of the next Annual General
Meeting.
INSURANCE
The assets of the Company are adequately insured against fire and such
other risks as are considered necessary by the Management.
INTERNAL CONTROL SYSTEM
The Company has adequate internal control procedures commensurate with
its size and nature of the business. The Audit Committee of Directors
reviews the report of the Internal auditors and quarterly results
published as per the listing agreement. The Board believes that
appropriate procedure and monitoring mechanisms are in place.
ACKNOWLEDGEMENT
Your Directors, wish to place on record their deep appreciation of the
valuable support extended by the financial Institutions and Banks. They
also wish to record their appreciation of the devoted services rendered
by the Officers, Staff and workers of the Company. Your Directors also
record their thanks to the shareholders for their continued support and
confidence reposed in the Management.
For and on behalf of the Board,
P.C.D.NAMBIAR
CHAIRMAN
ADDENDUM TO THE DIRECTORS REPORT
1. The Auditors have commented that, the extend of liability on
disputed Provided Fund damage/sales tax demands amounting to Rs.74.01
lakhs not provided for in the accounts. The Company has filed appeals
against the above disputed liability, which is pending disposal. The
company is confident of winning the appeals. Hence no liability on this
account is envisaged.
2. Leave encashment liability if it had been accounted for on acturial
valuation will not be material in nature.
For and on behalf of the Board
Kozhikode P.C.D. Nambiar
20-05-2006 CHAIRMAN
Sep 30, 2005
The Directors have pleasure in presenting their report and audited
accounts for the financial year 2004-2005 (18 months)
FINANCIAL RESULTS:
(Rs. in Lakhs)
2004-05 2003-04
(18 months) (12 months)
Total Income #10101.46 *5923.35
Total expenditure, excluding depreciation 9212.79 5908.97
Prior period adjustments 0.47 4.28
Provision for Taxation 12.46 -
Cash profit for the period/year 875.74 10.10
Depreciation 657.21 417.64
Net profit for the year 218.53 (407.54)
* Including insurance claim received
# Including interest on Term Loan written back.
OPERATIONS:
The financial year of the Company was extended by six months from 31st
March 2005 to 30th September 2005 with permission from the Registrar of
Companies. The Company could achieve a turnover of Rs.85.82 crores
during the year 2004-05 (18 months) as compared to Rs.49.93 crores
during the year 2003-04 (12 months). The Company's exports during the
year were Rs. 15.06 crores on FOB basis. Taking into account the
exports, the Company became entitled to One Star Export House
Certificate from the Ministry of Commerce, Govt. of India. The steep
increase in price of veneers, oil, diesel etc. had adversely affected
the working of the Company. The Company could not increase the price of
its finished products correspondingly due to stiff competition in the
market.
The Company had submitted proposal to IFCI for settlement of dues.
IFCI accepted the proposal and agreed to settle the account for
Rs.31.23 crores by payment of Rs.22 crores in cash and balance by issue
of preference shares. An amount of Rs.14.78 crores already debited as
interest has been written back and included in "Other Income" in the
Profit and Loss account.
After providing for depreciation and other adjustments the Net Profit
for the 18 months period was Rs.218.53 lakhs as against loss of
Rs.407.54 lakhs reported in previous 12 months.
FUTURE PLANS:
The Company has already chalked out action plans to improve
performance. Various value added products are being introduced to
compensate for the lower income from the traditional products.
Simultaneously, the Management has taken several steps to exercise
strict control on various items of expenses. The Company was able to
save a substantial amount in fuel cost by using agro firewood instead
of the costly furnace oil. There was an increase of Rs.3.67/ltr. in the
price of furnace oil from 1st April 2004 to 30th September 2005. Some
reduction in the cost of fuel was achieved by judicious use of the
furnace oil in spite of the increase in price of the item.
DIVIDEND:
In view of the lack of profits, your Directors are unable to recommend
any dividend for the accounting year ending 30.9.2005
PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY UPGRADATION AND
FOREIGN EXCHANGE EARNINGS AND OUTGO:
The report required to be made pursuant to Clause (e) of Section (1) of
Section 217 of the Companies Act, 1956 read with the Companies
(Disclosure of particulars in the Report of Board of Directors) Rules,
1988 and forming part of the Director's Report is given in Annexure A
of this report.
DIRECTORS:
With profound sorrow the Board records the sad demise of Sri. K L
Ramanathan, Director on 8th October, 2005. He served on the Board of
the Company from 1988 onwards and contributed significantly to the
development of the Company's business during his tenure as Director.
Sri.V.Ramachandran and Sri.G.S.A.Saldanha retire by rotation and are
eligible for re-appointment.
SUBSIDIARY COMPANIES:
The Annual Audited Accounts of the subsidiary companies viz.
M/s.Southern Veneers and Woodworks Limited and The Kohinoor Saw Mill
Company Limited for the period ended 30th September 2005 together with
enclosures and other reports are attached, as required under Section
212 of the Companies Act. Also the Audited consolidated financial
statements as per accounting standard 21 are also attached.
INDUSTRIAL RELATIONS:
Industrial relations remained peaceful throughout the year with no work
interruptions of any kind. A wage settlement upto 31.3.2008 was signed
with the Trade Unions.
PERSONNEL:
There were no employees drawing remuneration in excess of the limits
specified under section 217(2) of The Companies Act during the year
under report
CORPORATE GOVERNANCE:
Pursuant to clause 49 of the Listing agreement with Stock Exchanges,
Management Discussion and Analysis, Corporate Governance Report and
Auditors Certificate regarding compliance of Conditions of Corporate
Governance have been incorporated in the Annual Report.
DIRECTORS' RESPONSIBILITY STATEMENT:
The Directors hereby confirm:
a) That in the preparation of the Accounts for the period ended 30th
September, 2005, applicable Accounting Standards have been followed
along with proper explanation relating to material departures, wherever
necessary.
b) That the Directors have selected such accounting policies and
applied them consistently and made judgements and estimates that are
reasonable and prudent so as to give a true and fair view of the state
of affairs of the company at the end of the financial year and of the
profit of the company for the year ended 30th September, 2005.
c) That the Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of The Companies Act, 1956 for safeguarding the assets of
the Company and for preventing and detecting fraud and other
irregularities.
d) That the Directors have prepared the accounts for the 18 months
period on a going concern basis.
AUDITORS
M/s.Varma & Varma, Chartered Accountants, Kochi, the statutory
Auditors, retire at the ensuing Annual General Meeting and are eligible
for reappointment. Your Directors recommend the reappointment of the
Statutory Auditors till the conclusion of the next Annual General
Meeting.
INTERNAL CONTROL SYSTEM
The Company has adequate internal control procedures commensurate with
its size and nature of the business. The Audit committee of Directors
reviews the report of the Internal Auditors and quarterly results
published as per the listing agreement. The Board believes that
appropriate procedures and monitoring mechanisms are in place.
ACKNOWLEDGEMENT
The Directors wish to place on record their deep appreciation of the
valuable support extended by the Financial Institutions and Banks. They
also wish to record their appreciation of the devoted services rendered
by the Officers, Staff and workers of the Company. Your Directors also
record their thanks to the shareholders for their continued support and
confidence reposed in the Management.
For and on behalf of the Board
P. C. D. NAMBIAR
CHAIRMAN
Particulars required as per the Companies (Disclosure of particulars in
the Report of the Board of Directors) Rules, 1988.
A. R&D HIGHLIGHTS FOR 2004-2005:
1. Specific areas in which : Wood preservation, radiation curable
R&D carried out by the coatings, water based dispersion,
Company waste utilisation
2. Benefits derived as a : Value addition and cost reduction,
result of the above R&D
3. Future Plan of Action : Water based coatings and dispersion,
wood preservation and waste
utilization.
4. Expenditure on R&D :
a) Capital : Nil
b) Recurring : Rs. 4.64 Lakhs
c) Total : Rs. 4.64 Lakhs
d) Total R&D Expenditure
(% on total turnover) : 0.05%
TECHNOLOGY ABSORPTION, ADAPTATION AND INNOVATION:
1.Efforts, in brief made : A cheap and convenient glue line
towards Technology poison, water based PU coatings for
Absorption, Adaptation flooring application and an acrylic
and Innovation primer for stiffening fibre protrusions
on wood surface have been
developed and are in regular use.
Vermi-compost facility has been
expanded to 10 tons per batch.
Studies on utilisation of lignocellulosic
wastes as (a) adsorbent for organic
acids and textile dyes and (b) carrier
for mycofungicides have yielded
encouraging results. Acceleration of
Vermi-composting process using
specific tree leaves and pre-
degradation of chipwash residue with
fungi are being studied.
2. Benefits derived as a : Product/process improvement and
result of the above waste utilization. The R&D Centre
efforts e.g. product attracted post-graduate students
improvement, cost within and outside the state for
reduction, product training & project work,
development import
substitution etc.
B. FOREIGN EXCHANGE EARNINGS AND OUTGO
(Rs. in Lakhs)
2004-05 2003-04
Foreign Exchange
earned 1506.35 732.32
Expenditure in Foreign
Exchange
Foreign Travel 4.7 2.15
Commission 16.48 8.90
C. ISO CERTIFICATION:
The ISO 9002-1994 Certification awarded to the company in 1996 for the
quality management systems of Hardboard and WIPLAC pre-finished boards
has been re-certified in May, 1999 for another 3 years and the Company
has also received the same certification for its Plywood and Densified
wood, Flush doors and Block boards. The next re-certification for ISO
9001-2000 was done by M/s.Bureau Veritas Quality International and the
certificate for manufacturing and sales of Hardboard, WIPLAC,
pre-finished boards, Plywood, Blockboard, Flush door and densified Wood
products was issued for a period of 3 years from 25.10.2002, The
recertification audit for another 3 years is to be conducted by the end
of November 2005.
D. CONSERVATION OF ENERGY:
a) Energy Conservation measures taken:
1) Carried out an extensive survey of the weak/damaged capacitors in
various plants and 50% of them are replaced.
2) Introduced Variable Frequency Drives for No.1 Plant Wet forming
machine, 100HP ID fan in Thermax Boiler and three conveyor motors in
No.2 Plant.
3) Attended air/fuel ratio controls, efficient soot blowing etc. in
boilers.
4) In steam system correct sizing of traps, correct choice of traps,
group-trapping and insulation of steam lines/valves/tanks etc are done
to save energy.
5) Agro-waste boiler installed with a view to reduce furnace oil
consumption has been 'tried with different agro-wastes throughout the
year and has resulted in an appreciable saving of furnace oil for
hardboard manufacturing.
b) Additional Investments/Proposals being implemented for reduction of
consumption of energy:
Identified the areas where there are appreciable scope for Power factor
improvement in HT system of the plant. Received approval from CEI for
this proposal. This has to be implemented
C) Following action plans have to be implemented:
1) Energy audit with focus on steam energy is planned for Plywood
division.
2) Introduction of energy efficient equipments in the pulping machines
of Hardboard plant.
Mar 31, 2004
The Directors have pleasure in presenting their report and the Audited
Accounts for the year ended March 31, 2003.
FINANCIAL RESULTS: (Rs. in lakhs)
2002-2003 2001-2002
Total Income 5083.24 4425.55
Total expenditure, excluding 5069.62 4490.91
depreciation
Prior period adjustments 6.30 37.99
Cash profit for the year 7.32 (103.35)
Depreciation 468.27 560.20
Net loss for the year 460.95 663.55
OPERATIONS:
The total income including stock differential has recorded an increase
of Rs. 357.19 lakhs, which is a modest increase of 7.46% over the
previous year. The operations have registered a nominal cash profit of
Rs.7.32 lakhs compared to a cash loss of Rs. 103.35 lakhs in the
previous year. The level of cash profit would have been much higher had
it not been for the steep increase in power tariff in the State and the
ever escalating prices of all raw material inputs, the increase in cost
of which your Company could not pass on to the market on account of
stiff competition. However after providing for depreciation and other
prior period adjustments, the net loss of the year is Rs. 460.95 lakhs
compared to Rs. 663.55 lakhs in the previous year. The net loss for the
current year has been partially adjusted from the balance available in
the general reserves and the un-allocated portion has been carried over
to the Balance Sheet.
The Directors regret to report that a major fire accident occurred in
the factory on the 15th May, 2003. The fire gutted a substantial
portion of the finished products and also some of the machinery items
and equipments. With the concerted and timely efforts of all concerned,
the fire was brought under control after 40 hours. The Company
expresses its deep gratitude for the timely assistance of the
employees, local populance and especially the fire brigade without
whose whole-hearted cooperation and efforts, the loss in the fire would
have been far greater.
FUTURE PLANS:
In order to improve operations, the company has, already formulated an
aggressive marketing strategy especially for its premium products. The
Company will take steps to strengthen its various branches, depots and
marketing outlets for better and more efficient performance. Efforts
will also be made to increase the share of supply to the original
equipment manufacturers. The total exports made during the year ended
31st March, 2003 were for Rs. 700.77 lakhs compared to Rs. 184.80 lakhs
during the previous year, registering an increase of 380% over the
previous year. The Company has identified exports as a thrust area and
is taking steps to increase the exports in the coming years. Barring
unforeseen circumstances, the Company is hopeful that the performance
of your company will register considerable improvement in the current
year.
DIVIDEND:
In view of the lack of operating profits, your Directors are not
recommending any dividend for the accounting year ended 31-3-2003.
PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY UPGRADATION AND
FOREIGN EXCHANGE EARNINGS AND OUTGO:
The Report required to be made pursuant to Clause (e) of Sub-Section
(1) of Section 217 of The Companies Act, 1956 read with the Companies
(Disclosure of Particulars in the Report of Board of Directors) Rules,
1988 and forming part of the Directors Report is given in Annexure A of
this Report.
DIRECTORS:
It is with profound sorrow that the Board records the sad demise of
Shri B.A. Shariff, Director, on 28-8-2002. During his association with
the Company, his astute Management skills were very helpful in the
growth and success of the Company. His demise has left a void in the
Board, which can never be filled. The Board wishes to place on record
its deep appreciation of his valuable contribution to the Company,
which will always be remembered and cherished.
Directors, Shri P.C.D. Nambiar and Shri KL Ramanathan will retire by
rotation at the ensuing Annual General Meeting and are eligible for
reappointment.
SUBSIDIARY COMPANIES:
The, Annual Accounts of the subsidiary companies, viz. M/s Southern
Veneers and Woodworks Limited and The Kohinoor Saw Mill Company Limited
for the year ended 31st March, 2003 together- with Annexures and other
reports are attached, as required under Accounting Standard 22
prescribed by the Institute of Chartered Accountants of India. As per
the guidelines of Securities and Exchange Board of India, the effect of
taxes on income/expenditure of M/s Southern Veneers and Woodworks
Limited and the Kohinoor Saw Mill Company Limited have been integrated
and corresponding deferred tax liability created.
The Statement as required under Section 212 of The Companies Act
regarding the above subsidiaries is also annexed to this report.
REPHASEMENT
As you will kindly recall, in our last report, we had mentioned about
the possible rephasement of the term loan and consequential concessions
from Industrial Finance Corporation of India. Your Directors are happy
to report that the scheme has almost been finalized and it is expected
that the Company will be able to enter into the necessary agreement
with the institution shortly.
EXPORTS
The Company has done well in the field of exports. The total value of
exports done during the year 2002 -2003 amounted to Rs. 700.77 Lakhs
(FOB) against Rs. 184.80 Lakhs during the previous year. The Company's
products are in good demand in the overseas markets, particularly in
the. Middle East and Europe. However competition remained intense,
which constrained our efforts to recover higher value for the.
Company's products.
The Company is continuing to maintain its progress in exports during
the first three months of the current year. Particularly noteworthy is
the repeated orders being received from the Middle East for the
Densified wood items, though this segment remains volatile and highly
price sensitive.
INDUSTRIAL RELATIONS
Industrial relations remained peaceful throughout the year with no work
interruptions of any kind. Under the ISO programme, regular training
programmes were arranged at periodical intervals covering all levels of
workmen and staff. These training programmes helped to create proper
awareness and work culture among the workers and supervisory staff thus
helping to improve productivity.
Despite steady escalation in prices of raw materials and chemicals,
your Company anticipates better performance during the current year and
register improvement in the overall turnover of the Company through
judicious product mix and introduction of value added items in
different areas of production.
In the internal market, domestic competition has enlarged and remains
aggressive, compounded by imports of both Plywood and Hardboard. Net
realisation on exports being low for the products, the Company is
finding it difficult to increase its presence in the international
market beyond what has been achieved.
PERSONNEL:
There were no employees drawing remuneration in excess of the limits
specified under Section 217(2) of The Companies Act during the year
under report.
CORPORATE GOVERNANCE:
Pursuant to Clause 49 of the Listing Agreement with Stock Exchanges, a
Management Discussion and Analysis, Corporate Governance Report and
Auditors, Certificate regarding compliance of Conditions of Corporate
Governance. have been incorporated in the Annual Report.
DIRECTORS' RESPONSIBILITY STATEMENT:
The Directors hereby confirm -
a) That in the preparation of the Annual Accounts for the year ended
31st March, 2003, applicable Accounting Standards have been followed
along with proper explanation relating to material departures, wherever
necessary.
b) That the Directors have selected such accounting policies and
applied them consistently and made judgements and estimates that are
reasonable and prudent so as to give a true and fair view of the state
of affairs of the Company at the end of the financial year and of the
loss of the Company for the year ended 31st March, 2003.
c) That the Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of The Companies Act, 1956, for safeguarding the assets of
the Company and for preventing and detecting fraud and other
irregularities.
d) That the Directors have prepared the annual accounts on a going
concern basis.
AUDITORS:
M/s Varma & Varma, Chartered Accountants, Kochi, the Statutory
Auditors, retire at the ensuing Annual General Meeting and are eligible
for reappointment. Your Directors recommend the reappointment of the
Statutory Auditors till the conclusion of the next Annual General
Meeting.
INTERNAL CONTROL SYSTEM:
The Company has adequate internal control procedures commensurate with
its size and nature of the business. These Control procedures ensure
efficient use and protection of resources and compliance with
established Company procedures and Government statutes. The Company has
appointed a firm of Internal Auditors, M/s Krishnamoorthy and
Krishnamoorthy, which carries out independent periodic reviews. The
prime objective of such controls is to evaluate the functioning and
quality of internal controls and their adequacy and effectiveness. The
scope of internal audit covers a wide variety of operational and
financial matters and includes a follow up review of corrective actions
agreed for implementation. The Board believes that appropriate
procedures and monitoring mechanisms are in place. The adequacy of the
internal control system is reviewed by the Audit Committee of the Board
of Directors.
REPLIES TO AUDITORS OBSERVATIONS:
The Statutory Auditors of the company in their Report to the
Shareholders have made some comments and the replies of the Management
to the same are given below:
Note No. 2(g)(i): Remuneration Paid to the Managing Director:
Managing Director was reappointed at the meeting of the Board of
Directors held on 30th January, 2003 and necessary application have
been made to the Central Government for approval of the remuneration
payable to the Managing Director, which is pending with the Government.
Necessary resolution is being proposed at the ensuing Annual General
Meeting of the company for approval of the reappointment.
Note No. 2(g)(ii): Sundry debtors, loans and advances:
Regarding confirmation/reconciliation of sundry debtors, loans and
advances, sundry creditors, balance in control, agency/depot accounts,
the management is taking necessary corrective steps and do not consider
to have substantial effect on the operations of the company and the
working results. As stated in Para No. 13 of Schedule - 17(B) relating
to notes on accounts, the long outstanding dues amounting to Rs. 132.85
Lakhs for which suits have been filed for recovery are considered
realizable at this stage.
Note No. 2(g)(iii): Bank balance:
Confirmation has since been obtained regarding the bank balance as on
31-3-2003.
Note No. 2(g)(iv): Adjustments on restructuring of term loan:
As stated in Para 17 of Schedule 17(B) relating to notes on accounts,
the proposal for restructuring of the term loan availed by the company
from IFCI Limited is still under negotiation/settlement.
Note No. 2(g) (v): Accounting Policy No. 7 (c):
Leave encashment benefit payable is accounted on estimated basis as the
actual amount cannot be ascertained as the same depends upon the
decision of the employees either to avail the leave or to encash the
same and is not considered to have any major effect on the overall
operations of the company.
OTHER ISSUES
The Company has been trying to get Eucalyptus, the main raw material
for the Hardboard Plant, included as a Plantation wood in Chapter 44.07
read with Exemption Notification 6/2002 CF dt. 1-3-2002 as amended, so
as to make it eligible for exemption in tariff under Excise Duty. The
efforts are still being continued and the Company hopes that the
Central Government will see reason to accede to this request soon, in
order to provide the much needed relief to the industry which is
passing through difficult times.
The Company will continue to restructure the business aligning our
resources to areas where we have a sustainable competitive edge. Your
Company will continue to focus internally on productivity improvements,
optimal sourcing and cost containment, while ensuring a superior offer
to customers, to improve our resources and maintain our market
leadership position.
ACKNOWLEDGEMENT
The Directors wish to place on record their deep appreciation of the
valuable support extended by the Financial Institutions and Banks. They
also wish to record their appreciation of the devoted services rendered
by the Officers, Staff and Workers of the Company. Your Directors also
record their thanks to the Shareholders for their continued support and
confidence reposed in the Management.
For and on behalf of the Board
Chennai P. C. D. Nambiar
29th July, 2003 Chairman
Particulars required with the Companies (Disclosure of particulars in
the Report of the Board of Directors) Rules, 1988.
A. R & D HIGHLIGHTS FOR 2002 - 2003:
1) Specific areas in which R & D carried out by the Company:
Preservation of wood and wood panel products, synthetics-natural resin
adhesives, radiation curable coatings, waste utilization.
2) Benefits derived as a result of the above R & D:
Value addition to products and cost reduction.
3) Future Plan of Action:
Development of modified adhesives for plywood and hardboard, improved
base coat and U.V Curable top coat systems, waste utilization.
4) Expenditure on R&D:
a) Capital : NIL
b) Recurring : Rs. 2.19 lakhs
c) Total : Rs. 2.19 lakhs
d) Total R&D Expenditure (% on total Turnover): 4.45%
TECHNOLOGY ABSORPTION, ADAPTATION AND INNOVATION:
l) Efforts, in brief made towards Technology Absorption,Adaptation and
Innovation :
CNSL based resin system Developed earlier has been modified to obtain
increase shelf life. The capacity of pilot plan set up to generate
vermin compost from chip wash residue (wastes) from Hardboard plant has
been increased. Vermicompost obtained has been found to function
efficiently as "organic manure" for growing "green labelled"
vegetables. Water based polyurethane top coat for flooring and
furniture applications and water based sandable acrylic sealer
compatible with water bore polyurethane top coat for wooden flooring
have been developed.
2) Benefits derived as a result of the above efforts, e.g., product
improvement, cost reduction, product development, import substitution
etc.
A post graduate students from Maharaja College for Women, Perundurai,
Tamil Nadu, carried out project work in the utilization of Amino resins
in partial fulfilment M.Sc. Degree Course as part of Academy-Industry
interaction.
3) No technology has been imported during the last 5 years.
4) The company has not bought back any shares during the period under
report. Hence, the information relating to Section 217 (2B) is not
applicable to the Company.
B. FOREIGN EXCHANGE EARNINGS AND OUTGO:
(Rs. in lakhs)
2002 - 2003 2001 - 2002
Foreign Exchange Earned 700.77 184.80
Expenditure in Foreign Exchange:
Foreign Travel 1.82 0.78
Commission 0.81 NIL
C. ISO CERTIFICATION:
The ISO 9002 Certification awarded to the Company for the quality
management systems of Hardboard and WIPLAC pre-finished boards has been
re-certified in May, 1999 for another 3 years and the Company has also
received the same certification for its Plywood and Densified wood,
Flush doors and Blockboards. The next re-certification for ISO
9001-2000 was done by M/s Burea Veritas Quality International and the
certificate for manufacturing and sales of Hardboard, WIPLAC
pre-finished boards, Plywood, Blockboard, Flush-door and Densified Wood
products was issued for a period of 3 years from 25-10-2002.
D. CONSERVATION OF ENERGY: a) Energy conservation measures taken:
1) The internal energy audit cell has been reconstituted and energy
audit is being carried out.
2) Rescheduled running time of HT motors to achieve peak load
reduction.
3) Introduction of variable frequency drive for wet forming machine-wet
lap conveyor in No.3 HB line.
4) Air/steam leakages are identified and are corrected with minimum
investment.
5) Introduction of new capacitors in various utility points.
6) Partially loaded 3 Nos. of 500 KVA transformers were taken out of
service with a view to save power losses by using existing distribution
arrangements to cater the loads.
ADDITIONAL INVESTMENTS/PROPOSALS BEING IMPLEMENTED FOR REDUCTION OF
CONSUMPTION OF ENERGY:
1) Erection of agro-waste fuel boiler is being carried out to
substitute the oil fired boilers which are in service now.
2) Optimisation of exposed blower operation in hydraulic process of
Hardboard plant.
3) Rearrangement and retrofitting of pneumatic compressors to make it a
centralised pneumatic station with a view to achieve more flexibility
in operation and energy saving.
4) Introduce white water level monitoring and associated control system
in No.2 Hardboard line.
5) Implement the recommendations to be suggested by the on going energy
audit studies.
Mar 31, 2003
The Directors have pleasure in presenting their report and the Audited
Accounts for the year ended March 31, 2003.
FINANCIAL RESULTS:
(Rs. in Lakhs)
2002-2003 2001-2002
Total Income 5083.24 4425.55
Total expenditure, excluding 5069.62 4490.91
depreciation
Prior period adjustments 6.30 37.99
Cash profit for the year 7.32 (103.35)
Depreciation 468.27 560.20
Net loss for the year 460.95 663.55
OPERATIONS:
The total income including stock differential has recorded an increase
of Rs. 357.19 lakhs, which is a modest increase of 7.46% over the
previous year. The operations have registered a nominal cash profit of
Rs. 7.32 lakhs compared to a cash loss of Rs. 103.35 lakhs in the
previous year. The level of cash profit would have been much higher had
it not been for the steep increase in power tariff in the State and the
ever escalating prices of all raw material inputs, the increase in cost
of which your Company could not pass on to the market on account of
stiff competition. However after providing for depreciation and other
prior period adjustments, the net loss of the year is Rs. 460.95 lakhs
compared to Rs. 663.55 lakhs in the previous year. The net loss for the
current year has been partially adjusted from the balance available in
the general reserves and the un-allocated portion has been carried over
to the Balance Sheet.
The Directors regret to report that a major fire accident occurred in
the factory on the 15th May, 2003. The fire gutted a substantial
portion of the finished products and also some of the machinery items
and equipments. With the concerted and timely efforts of all concerned,
the fire was brought under control after 40 hours. The Company
expresses its deep gratitude for the timely assistance of the
employees, local populance and especially the fire brigade without
whose whole-hearted co-operation and efforts, the loss in the fire
would have been far greater.
FUTURE PLAN:
In order to improve operations, the company has, already formulated an
aggressive marketing strategy especially for its premium products. The
Company will take steps to strengthen its various branches, depots and
marketing outlets for better and more efficient performance. Efforts
will also be made to increase the share of supply to the original
equipment manufacturers. The total exports made during the year ended
31st March, 2003 were for Rs. 700.77 lakhs compared to Rs. 184.80 lakhs
during the previous year, registering an increase of 380% over the
previous year. The Company has identified exports as a thrust area and
is taking steps to increase the exports in the coming years. Barring
unforeseen circumstances, the Company is hopeful that the performance
of your company will register considerable improvement in the current
year.
DIVIDEND:
In view of the lack of operating profits, your Directors are not
recommending any dividend for the accounting year ended 31-3-2003.
PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY UPGRADATION AND
FOREIGN EXCHANGE EARNINGS AND OUTGO :
The Report required to be made pursuant to Clause (e) of Sub-Section
(1) of Section 217 of The Companies Act, 1956 read with the Companies
(Disclosure of Particulars in the Report of Board of Directors) Rules,
1988 and forming part of the Directors Report is given in Annexure A of
this Report.
DIRECTORS:
It is with profound sorrow that the Board records the sad demise of
Shri B.A. Shariff, Director, on 28-8-2002. During his association with
the Company, his astute Management skills were very helpful in the
growth and success of the Company. His demise has left a void in the
Board, which can never be filled. The Board wishes to place on record
its deep appreciation of his valuable contribution to the Company,
which will always be remembered and cherished.
Directors, Shri P.C.D. Nambiar and Shri KL Ramanathan will retire by
rotation at the ensuing Annual General Meeting and are eligible for
reappointment.
SUBSIDIARY COMPANIES:
The Annual Accounts of the subsidiary companies, viz. M/s Southern
Veneers and Woodworks Limited and The Kohinoor Saw Mill Company Limited
for the year ended 31st March, 2003 together with Annexures and other
reports are attached, as required under Accounting Standard 22
prescribed by the Institute of Chartered Accountants of India. As per
the guidelines of Securities and Exchange Board of India, the effect of
taxes on income/expenditure of M/s Southern Veneers and Woodworks
Limited and the Kohinoor Saw Mill Company Limited have been integrated
and corresponding deferred tax liability created.
The Statement as required under Section 212 of The Companies Act
regarding the above subsidiaries is also annexed to this report.
REPHASEMENT:
As you will kindly recall, in our last report, we had mentioned about
the possible rephasement of the term loan and consequential concessions
from Industrial Finance Corporation of India. Your Directors are happy
to report that the scheme has almost been finalized and it is expected
that the Company will be able to enter into the necessary agreement
with the institution shortly.
EXPORTS:
The Company has done well in the field of exports. The total value of
exports done during the year 2002 -2003 amounted to Rs. 700.77 Lakhs
(FOB) against Rs. 184.80 Lakhs during the previous year. The Company's
products are in good demand in the overseas markets, particularly in
the Middle East and Europe. However competition remained intense, which
constrained our efforts to recowi higher value for the Company's
products.
The Company is continuing to maintain its progress in exports during
the first three months of the current year. Particularly noteworthy is
the repeated orders being received from the Middle East for the
Densified wood items, though this segment remains volatile and highly
price sensitive.
INDUSTRIAL RELATIONS:
Industrial relations remained peaceful throughout the year with no work
interruptions of any kind. Under the ISO programme, regular training
programmes were arranged at periodical intervals covering all levels of
workmen and staff. These training programmes helped to create proper
awareness and work culture among the workers and supervisory staff thus
helping to improve productivity.
Despite steady escalation in prices of raw materials and chemicals,
your Company anticipates better performance during the current year and
register improvement in the overall turnover of the Company through
judicious product mix and introduction of value added items in
different areas of production.
In the internal market, domestic competition has enlarged and remains
aggressive, compounded by imports of both Plywood and Hardboard. Net
realisation on exports being low for the products, the Company is
finding it difficult to increase its presence in the international
market beyond what has been achieved.
PERSONNEL:
There were no employees drawing remuneration in excess of the limits
specified under Section 217(2) of The Companies Act during the year
under report.
CORPORATE GOVERNANCE:
Pursuant to Clause 49 of the Listing Agreement with Stock Exchanges, a
Management Discussion and Analysis, Corporate Governance Report and
Auditors' Certificate regarding compliance of Conditions of Corporate
Governance have been incorporated in the Annual Report.
DIRECTORS' RESPONSIBILITY STATEMENT:
Your Directors hereby confirm -
a) That in the preparation of the Annual Accounts for the year ended
31st March, 2003, applicable Accounting Standards have been followed
along with proper explanation relating to material departures, wherever
necessary.
b) That the Directors have selected such accounting policies and
applied them consistently and made judgements and estimates that are
reasonable and prudent so as to give a true and fair view of the state
of affairs of the Company at the end of the financial year and of the
loss of the Company for the year ended 31st March, 2003.
c) That the Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of The Companies Act, 1956, for safeguarding the assets of
the Company and for preventing and detecting fraud and other
irregularities.
d) That the Directors have prepared the annual accounts on a going
concern basis.
AUDITORS:
M/s Varma & Varma, Chartered Accountants, Kochi, the Statutory
Auditors, retire at the ensuing Annual General Meeting and are eligible
for reappointment. Your Directors recommend the reappointment of the
Statutory Auditors till the conclusion of the next Annual General
Meeting.
INTERNAL CONTROL SYSTEM:
The Company has adequate internal control procedures commensurate with
its size and nature of the business. These Control procedures ensure
efficient use and protection of resources and compliance with
established Company procedures and Government statutes. The Company has
appointed a firm of Internal Auditors, M/s Krishnamoorthy and
Krishnamoorthy, which carries out independent periodic reviews. The
prime objective of such controls is to evaluate the functioning and
quality of internal controls and their adequacy and effectiveness. The
scope of internal audit covers a wide variety of operational and
financial matters and includes a followup review of corrective actions
agreed for implementation. The Board believes that appropriate
procedures and monitoring mechanisms are in place. The adequacy of the
internal control system is reviewed by the Audit Committee of the Board
of Directors.
REPLIES TO AUDITORS OBSERVATIONS:
The Statutory Auditors of the company in their Report to the
Shareholders have made some comments and the replies of the Management
to the same are given below:
Note No. 2(g)(i): Remuneration Paid to the Managing Director:
Managing Director was reappointed at the meeting of the Board of
Directors held on 30th January, 2003 and necessary application have
been made to the Central Government for approval of the remuneration
payable to the Managing Director, which is pending with the Government.
Necessary resolution is being proposed at the ensuing Annual General
Meeting of the company for approval of the reappointment.
Note No. 2(g)(ii): Sundry debtors, loans and advances:
Regarding confirmation/reconciliation of sundry debtors, loans and
advances, sundry creditors, balance in control, agency/depot accounts,
the management is taking necessary corrective steps and do not consider
to have substantial effect on the operations of the company and the
working results. As stated in Para No. 13 of Schedule - 17 (B)
relating to notes on accounts, the long outstanding dues amounting to
Rs. 132.85 Lakhs for which suits have been filed for recovery are
considered realizable at this stage.
Note No. 2(g) (iii): Bank balance:
Confirmation has since been obtained regarding the bank balance as on
31-3-2003.
Note No. 2(g) (iv): Adjustments on restructuring of term loan:
As stated in Para 17 of Schedule 17(B) relating to notes on accounts,
the proposal for restructuring of the term loan availed by the company
from IFCI Limited is still under negotiation/settlement.
Note No. 2(g) (v): Accounting Policy No. 7 (c):
Leave encashment benefit payable is accounted on estimated basis as the
actual amount cannot be ascertained as the same depends upon the
decision of the employees either to avail the leave or to encash the
same and is not considered to have any major effect on the overall
operations of the company.
OTHER ISSUES :
The Company has been trying to get Eucalyptus, the main raw material
for the Hardboard Plant, included as a Plantation wood in Chapter 44.07
read with Exemption Notification 6/2002 CF dt. 1-3-2002 as amended, so
as to make it eligible for exemption in tariff under Excise Duty. The
efforts are still being continued and the Company hopes that the
Central Government will see reason to accede to this request soon, in
order to provide the much needed relief to the industry which is
passint through difficult times.
The Company will continue to restructure the business aligning our
resources to areas where we have a sustainable competitive edge. Your
Company will continue to focus internally on productivity improvements,
optimal sourcing and cost containment, while ensuring a superior offer
to customers, to improve our resources and maintain our market
leadership position.
In terms of provision of the Listing Agreement with the Stock Exchanges
at Cochin and Chennai, the Company had implemented the Code of
Corporate Governance introduced by the Securities and Exchange Control
Board of India (SEBI) during the last financial year.
The Board of Directors is pleased to present the Report on the
compliance of the said requirements for the current financial year
ending 31st March, 2003.
Particulars required with the Companies (Disclosure of particulars in
the Report of the Board of Directors) Rules, 1988.
A. R & D HIGHLIGHTS FOR 2002-2003:
1) Specific areas in : Preservation of wood and wood
which R&D panel products, synthetics-natural
carried out by resin adhesives, radiation curable
the Company coatings, waste utilization.
2) Benefits derived : Value addition to products and cost
as a result of the reduction.
above R&D
3) Future Plan of : Development of modified adhesives for
Action plywood and hardboard, improved base
coat and U.V. Curable top coat systems,
waste utilization.
4) Expenditure on R&D :
a) Capital : NIL
b) Recurring : Rs. 2.19 lakhs
c) Total : Rs. 2.19 lakhs
d) Total R&D
Expenditure : 4.45%
(% on total
Turnover)
TECHNOLOGY ABSORPTION, ADAPTATION AND INNOVATION:
1) Efforts, in brief : CNSL based resin system Developed
made towards earlier has been modified to obtain
Technology increase shelf life. The capacity of pilot
Absorption, plan set up to generate vermin compost
Adaptation and from chip wash residue (wastes) from
Innovation Hardboard plant has been increased.
Vermicompost obtained has been found
to function efficiently as "organic
manure" for growing "green labelled"
vegetables. Water based polyurethane top
coat for flooring and furniture applications
and water based sandable acrylic sealer
compatible with water bore polyurethane
top coat for wooden flooring have been
developed.
2) Benefits derived : A post graduate students from Maharaja
as a result of the College for Women, Perundurai, Tamil
above efforts, e.g., Nadu, carried out project work in the
product improvement, utilization of Amino resins in partial
cost reduction, fulfilment M.Sc. Degree Course as
product part of Academy-Industry interaction.
development,
import substitution
etc.
3) No technology has been imported during the last 5 years.
4) Your company has not bought back any shares during the period under
report. Hence, the information relating to Section 217 (2B) is not
applicable to the Company.
B. FOREIGN EXCHANGE EARNINGS AND OUTGO:
(Rs. in lakhs)
2002-2003 2001-2002
Foreign Exchange
Earned 700.77 184.80
Expenditure in Foreign
Exchange:
Foreign Travel 1.82 0.78
Commission 0.81 NIL
C. ISO CERTIFICATION:
The ISO 9002 Certification awarded to the Company for the quality
management systems of Hardboard and WIPLAC pre-finished boards has been
re-certified in May, 1999 for another 3 years and the Company has also
received the same certification for its Plywood and Densified wood,
Flush doors and Blockboards. The next re-certification for ISO
9001-2000 was done by M/s Burea Veritas Quality International and the
certificate for manufacturing and sales of Hardboard, WIPLAC
pre-finished boards. Plywood, Blockboard, Flush-door and Densified Wood
products was issued for a period of 3 years from 25-10-2002.
D. CONSERVATION OF ENERGY:
a) Energy conservation measures taken:
1) The internal energy audit cell has been reconstituted and energy
audit is being carried out.
2) Rescheduled running time uf HT motors to achieve peak load
reduction.
3) Introduction of variable frequency drive for wet forming machine-wet
lap conveyor in No. 3 HB line.
4) Air/steam leakages are identified and are corrected with minimum
investment.
5) Introduction of new capacitors in various utility points.
6) Partially loaded 3 Nos. of 500 KVA transformers were taken out of
service with a view to save power losses by using existing distribution
arrangements to cater the loads.
Mar 31, 2002
Your Directors have pleasure in presenting their report and the audited
accounts for the year ended March 31, 2002.
FINANCIAL RESULTS:
(Rs. in Lacs)
2001-2002 2000-2001
Total Income 4425.55 4795.81
Total expenditure, including 5051.11 5412.87
depreciation
Loss for the year 625.56 617.06
Prior period adjustments 37.99 181.69
Net loss for the year 663.55 798.75
OPERATIONS:
The industrial scenario in the country was generally sluggish and the
wood based industry faced depressed conditions during the year under
report. The unrestricted import of hardboard items during the year
adversely affected the demand for the Companys products. The Company
has taken necessary steps to strengthen the marketing network and to
improve profitability by the introduction of value added items. The
Company has suffered a net loss of Rs. 663.55 lacs, after providing
for depreciation on Fixed assets amounting to Rs. 560.20 lacs.
FUTURE PLANS:
As a result of the steps taken to improve the overall working of the
Company, the performance of your Company during the first quarter of
the current accounting year has improved compared to the corresponding
period of the previous year. It is hoped that the Companys position
will show improvement in the coming years.
DIVIDEND:
In view of the insufficient profits, your Directors are not
recommending any dividend for the accounting year ended 31-3-2002.
PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY UPGRADATION AND
FOREIGN EXCHANGE EARNINGS AND OUTGO:
Report required to be made pursuant to Clause (e) of Sub-Section (1) of
Section 217 of the Companies Act, 1956 read with the Companies
(Disclosure of Particulars in the Report of Board of Directors) Rules,
1988 and forming part of the Directors Report is given in Annexure A of
this Report.
DIRECTORS:
Directors, Mr. Y. H. Malegam and Mr. Prakash Kuruvilla resigned from
the Board for personal reasons.
The Board takes this opportunity to appreciate the significant
contribution made by Mr. Y. H. Malegam and Mr. Prakash Kuruvilla during
their tenure as Directors of the Company.
Mr. V. Ramachandran, Mr. G. S. A. Saldanha and Mr. B. A. Shariff retire
at the ensuing Annual General Meeting by rotation and are eligible for
reappointment.
SUBSIDIARY COMPANIES:
The Annual Accounts of subsidiary companies, viz. M/s Southern Veneers
and Woodworks Limited and The Kohinoor Saw Mill Company Limited for the
year ended 31st March, 2002 together with Annexures and other reports
are attached herewith. As required under Accounting Standard 22
prescribed by the Institute of Chartered Accountants of India, and as
per the guidelines of Securities and Exchange Board of India, the
effect of taxes on income/expenditure of M/s Southern Veneers and
Woodworks Limited and the Kohinoor Saw Mill Company Limited have been
integrated and corresponding deferred tax liability created as per the
guidelines.
The Statement as required under Section 212 of the Companies Act
regarding the above subsidiaries are also annexed to this report.
REPHASEMENT:
Following the submission of a rephasement plan, the main lender, the
Industrial Finance Corporation of India Ltd. (IFCI) have agreed to
grant a remission in interest rate and rephasing of the instalment
payments for an extended period, which will reduce the pressure on the
Company in respect of the long term liability to a considerable extent.
A similar exercise is being carried out with the Consortium Banks also.
PERSONNEL;
There were no employees drawing remuneration in excess of the limits
specified under Section 217 (2) of the Companies Act during the year
under report.
CORPORATE GOVERNANCE:
Pursuant to Clause 49 of the Listing Agreement with Stock Exchanges, a
Management Discussion and Analysis, Corporate Governance Report and
Auditors Certificate regarding compliance of Conditions of Corporate
Governance are made a part of the Annual Report.
DIRECTORS RESPONSIBILITY STATEMENT:
Your Directors hereby confirm-
a) That in the preparation of the Annual Accounts for the year ended
31st March, 2002, applicable Accounting Standards have been followed
along with proper explanation relating to material departures, wherever
necessary.
b) That the Directors have selected such accounting policies and
applied them consistently and made judgements and estimates that are
reasonable and prudent so as to give a true and fair view of the state
of affairs of the Company at the end of the financial year and of the
loss of the Company for the year ended 31st March, 2002.
c) That the Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 1956, for safeguarding the assets of
the Company and for preventing and detecting fraud and other
irregularities.
d) That the Directors have prepared the annual accounts on an ongoing
concern basis.
AUDITORS:
M/s Varma & Varma, Chartered Accountants, Kochi, the Statutory
Auditors, retire at the ensuing Annual General Meeting and are eligible
for reappointment. Your Directors recommend for the reappointment of
the Statutory Auditors till the conclusion of the next Annual General
Meeting.
OBSERVATION OF AUDITORS:
The observation made by the Statutory Auditors in their Audit Report is
self-explanatory and hence no further clarification/action is required.
ACKNOWLEDGEMENT:
Your Directors wish to place on record their deep appreciation of the
valuable support extended by the Financial Institutions and Banks. They
also wish to record their appreciation for the devoted services
rendered by the Officers, Staff and Workers of the Company. Directors
also record their thanks to the Shareholders for their continued
support and confidence reposed in the Management.
ANNEXURE TO DIRECTORS REPORT
Particulars required with the Companies (Disclosure of particulars in
the Report of the Board of Directors) Rules, 1988
A. R & D HIGHLIGHTS FOR 2001-2002:
1) Specific areas in which R&D carried out by the Company
Preservation of wood and wood panel products, synthetics-natural resin
adhesives, radiation curable coatings, waste utilization.
2) Benefits derived as a result of the above R&D
Value addition to products and cost reduction.
3) Future Plan of Action
Development of cheaper resin system for plywood and hardboard
production, waste utilization.
4) Expenditure on R&D:
a) Capital
b) Recurring: Rs. 4.37 lakhs
c) Total: Rs. 4.37 lakhs
d) Total R&D
Expenditure (% on total Turnover): 0.11%
TECHNOLOGY ABSORPTION, ADAPTATION AND INNOVATION:
1) Efforts, in brief made towards Technology Absorption,
Adaptation and Innovation
Resin System based on Cashewnut shell liquid was developed for use in
Hardboard production. It is cost effective and imparts marginal
reduction in water absorption.
2) Benefits derived as a result of the above efforts, e.g., product
improvement, cost reduction, product development, import substitution,
etc.
A method was devised to convert waste residue form DAP production into
fuel with high Calorific Value.
A new chemical treatment was developed to overcome UV curing adhesion
difficulties connected with Teak Veneers. This has resulted in an
improved product and better utilization of veneers. A pilot plant was
setup to convert Chipper residue (waste) from hardboard into
vermicompost (Organic Manure). Two post graduate students from
Maharajas College for Women, Perundurai, Tamil Nadu, carried out
project work in the utilization of phenolic resin and UV Curable
coatings in partial fulfilment of M. Sc. Degree Course as part of
Industry-Academy interaction.
3) No technology has been imported during the last 5 years.
4) As your company has not bought back any shares during the period
under report, the information relating to Section 217 (2B) is not
applicable to the Company.
B. FOREIGN EXCHANGE EARNINGS AND OUTGO:
(Rs. in Lakhs)
2001-2002 2000-2001
Foreign Exchange
Earned 184.80 89.39
Expenditure in Foreign Exchange:
Foreign Travel 0.78 0.90
Commission Nil 1.90
C. ISO CERTIFICATION:
The ISO 9002 Certification awarded to the Company for the quality
management systems of Hardboard and WIPLAC pre-finished boards has been
re-certified in May, 1999 for another 3 years and the Company has also
received the same certification for its Plywood and Densified wood,
Flush doors and Blockboards. The re-certification for ISO 9001-2000 is
in process.
D. CONSERVATION OF ENERGY:
a) Energy conservation measures taken:
1) Installed variable frequency drives for mating conveyors in No. II
Hardboard line to eliminate components like brakes, clutches, V-Belts
and inching motors. By retaining the existing motors, considerable
power saving has been achieved.
2) Optimised cooling tower operation by retrofitting and introduction
of energy savers in cooling fans.
3) Installed level monitoring and closed loop control system for white
water chest and achieved optimisation in white water usage.
4) Introduced automatic Delta Star running system for partial loaded
motors in Plywood and Hardboard plants.
5) Introduced cyclic switching off in one of the 3 Nos. 500 KVA
transformers feeding power to No. 1 Hardboard line.
6) A thorough illumination efficiency study has been conducted in
Hardboard factory and findings are being analysed for implementation in
a phased manner.
7) Optimisation of 12 - T Sterling Boiler installed in Hardboard plant
by replacing with higher capacity fuel injection nozzles and thereafter
shifting pulping machine additional loads to this Boiler.
8) Extensive study has been carried out in air/steam leakages and
correction with minimum investment resulted in appreciable savings.
ADDITIONAL INVESTMENTS/PROPOSALS BEING IMPLEMENTED FOR REDUCTION OF
CONSUMPTION OF ENERGY:
1) Propose to introduce demand side management (DSM) measures like
energy audits, fuel substitution and peak load reduction.
2) Propose to introduce variable speed drives for the existing blower
motors in the Boilers to regulate the air flow by replacing the
existing control by dampers to maintain temperature.
3) A detailed study has been carried out in the existing pneumatic
conveying system for veneer and identified a major saving with
introduction of new lesser capacity drives.
4) Introduce automatic power factor control system in load centre
substations.
5) Propose replacement of existing drives for Wet Forming Machine in
No. II Hardboard line with variable frequency drives.
For and on behalf of the Board
Bangalore P. C. D. Nambiar
21st June, 2002 Chairman
Mar 31, 2001
Your Directors present herewith the 56th Annual Report together with
the Audited Statement of Accounts for the year ended 31st March, 2001.
(Rs. in lakhs)
FINANCIAL RESULTS 2001 2000
Gross Profit before Interest and Depreciation 521.51 1457.27
Less: Interest 807.56 758.06
Depreciation 512.70 538.49
(798.75) 160.72
Less : Provision for Taxation - 20.00
(798.75) 140.72
Add : Undistributed Surplus brought forward 373.51 348.32
Add : Amount transferred from General Reserve 567.52 -
Less: Interim Dividend on Preference Shares 2.28 53.41
(including Tax on dividend)
Less: Capital Redemption Reserve account
-Amount transferred from Profit & Loss
Account 140.00 -
- 435.63
The Directors recommend the following
Appropriations:
General Reserve No. 1 - -
Dividend @ 6% including Tax on Dividend - 62.12
Balance carried forward - 373.51
- 435.63
WORKING OF THE COMPANY
Your Company achieved a turnover of Rs. 43.30 crores during the year as
against Rs. 49.19 crores during the previous year. The reduction in
turnover and consequential negative working result during the year were
due to the continuing recessionary conditions in the industry and also
due to labour unrest which culminated in a strike by workmen which
lasted for a period of 45 days. For these reasons, the overall
operations of the Compnay have been adversely affected during the year
under report.
The wood industry continued to experience sluggish market conditions.
Your company believes that this is a short term phenomenon and that the
long term prospects for this industry are bright. Your Directors are
hopeful that the Company's performance during the current year would
improve substantially.
CONSERVATION OF ENERGY, RESEARCH AND DEVELOPMENT ETC.
The prescribed details as required under Section 217(1)(e) of the
Companies Act, 1956 are set out in the annexure.
CORPORATE GOVERNANCE
Although the guidelines prescribed by SEBI on Corporate Governance are
not applicable to your Company for the year under report, effective
steps have been initiated to comply with the guidelines. Accordingly an
Audit Committee and an Investors/Shareholders Grievance Committee have
been formed.
DIRECTORS
It is with profound sorrow that the Board records the sad demise of Sri
A. K. Kaderkutty He was a legendary luminary in the wood processing
industry in the country and an internationally acknowledged authority
on the subject. He pioneered the wood processing industry in India and
made significant contributions to its development. He was committed to
indigenous development and self reliance and served as a beacon light
for industrialists, not only in the State of Kerala but in the entire
nation. His astute management skills, phenomenal ability to grasp
complex technical data with great ease and facility and his
innovativeness were largely instrumental in the growth and success of
the Company. His demise has left a void in the Company and in the
industrial community in Kerala which can never be filled. His
contribution to industry and society will always be remembered and
cherished.
Mr.A.J.Pai, Nominee of Kerala State Industrial Development Corporation
Ltd., Trivandrum and Mr. G. G. Nair, Nominee of Industrial Finance
Corporation of India Ltd. were inducted as Directors on 28-12-2000 and
13-2-2001 respectively They are not liable for retirement by rotation.
Mr. P. K. Mayan Mohamed, son of Mr. P. K.Mohamed, Managing Director was
inducted as additional director on 9th June, 2000 vacates his office at
the ensuing Annual General Meeting and is eligible for re- appointment.
Mr.Y. H. Malegam, Mr. K. B. Somana, Mr. Bhaskar Menon and Mr. N. L.
Vaidyanathan will retire at the ensuing Annual General Meeting by
rotation and are eligible for re-appointment.
DIRECTORS RESPONSIBILITY STATEMENT
1) The Directors confirm that, in the preparation of the balance sheet
and Profit & Loss Account of the Company, the applicable accounting
standards have been followed along with proper explanation relating to
material departures.
2) The Directors have selected such accounting policies and applied
them consistently and made judgements and estimates that are reasonable
and prudent so as to give a true and fair view of the state of affairs
of the Company at the end of the financial year and of the Loss of the
Company for that period.
3) The Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act 1956, for safeguarding the assets of
the Company and for preventing and detecting fraud and other
irregularities.
4) The Annual Accounts have been prepared on a going concern basis.
SUBSIDIARY COMPANIES
The Annual Accounts of two subsidiary companies M/s Southern Veneers
and Woodworks Ltd. and M/s The Kohinoor Saw Mill Company Ltd. as on
31st March, 2001 together with Reports of the Directors and Auditors to
the Shareholders are annexed thereto.
Statement as required under Section 212 of the Companies Act regarding
the above subsidiaries are also annexed to this report.
DIVIDEND
The Directors regret that because of the absence of profits they are
unable to declare any dividend on the preference or equity shares.
PERSONNEL
The particulars required under Section 217(2)(A) of the Companies Act,
1956 read with the Companies
(Particulars of Employees) Rules 1975 as amended are annexed to the
report.
AUDITORS
M/s Acharya & Co., Chartered Accountants, Bangalore had tendered their
resignation on 4th December, 2000 on personal grounds.
M/sVarma &Varma, Chartered Accountants, Kochi-16, were appointed as the
Statutory Auditors of the Company at the Extra Ordinary General Meeting
of the shareholders held on 19th February, 2001. They retire at the
forth- coming Annual General Meeting and are eligible for
re-appointment.
As required under Section 224 of the Companies Act, 1956, the Company
has obtained from them confirmation to the effect that their
re-appointment, if made, would be in conformity with the limits
prescribed in the said Section.
INDUSTRIAL RELATIONS
The Company has, during the year, concluded a four year agreement with
the respective unions of employees. These agreements, while offering
improved pay and benefits, also aims at better work practices and
productivity improvement.
The Industrial Relations during the year were slightly disturbed on
account of the labour strike mentioned elsewhere in the Report.
However, the harmony between the management and labour force was
restored and relations continued to be cordial during the rest of the
period.
GENERAL
Your Directors wish to place on record their deep appreciation of the
valuable support extended by the Financial Institutions and Banks. They
also wish to record their appreciation of the devoted services rendered
by the Officers, Staff and Workers of the Company. The Directors also
record their thanks to the shareholders for their continued support and
confidence reposed in the Management.
On behalf of the Board of Directors
Bangalore P. C. D. Nambiar
9th June, 2001 Chairman
A. 1. CONSERVATION OF ENERGY
a) Energy conservation measures taken :
Revamping of the existing steam recovery system in one of the pulping
machines with introduction of variable speed drive and associated
instrumentation.
b) Saving of electrical energy by introduction of variable speed drive
for white water pump.
c) Changing of connection from Delta to Star of under loaded motors in
Plywoods and HB plants for maximum utilization of available power.
d) Optimisation of water in high pressure washing system in No. 3 HB
line by modification of the existing programme in the PLC.
e) Power demand side management has been implemented with a view to
reduce maximum demand incorporating smart demand controller in the
distribution system.
f) By introducing cyclic switching off one of the two Nos. of 1.25 MVA
Transformers feeding power to No. 3 Hardboard line.
g) An extensive study has been conducted for further improvement of
Power Factor.
h) Introduction of electronic ballasts and MH lamps in shop floors.
i) Introduction of microprocessor based single loop controllers for
pressure control in hydraulic presses.
A.2. ADDITIONAL INVESTMENTS/PROPOSALS BEING IMPLEMENTED FOR REDUCTION
OF CONSUMPTION OF ENERGY
a) Proposed introduction of variable speed drive for the 55 KW motor of
screw compressor in No. 3 HB line.
b) Proposed installation of VF Drives for mating conveyors in No. 2 HB
line by eliminating disc breaks, EM clutches and V belts and inching
motors by retaining existing motors.
c) Introduction of automatic PF control panels with capacitors in both
LC S/S in HB and S/S in Plywood Factory.
d) Optimisation of cooling tower operation by retro fitting and
introduction of energy saver for cooling fan operation.
e) Installation of level monitoring systems and closed loop control for
white water chest with a view to achieve optimisation in white water
usage.
B. R & D HIGHLIGHTS FOR 2000-2001
1) Specific areas in which R & D carried out by the Company
Preservation of wood and wood panel products, synthetics-natural resin
adhesives, radiation curable surface coatings, waste utilization.
2) Benefits derived: as a result of the above R & D
Value addition to products and reduction of process and product cost.
3) Future Plan of Action
Development of heavy duty flooring material utilization of effluent to
produce biogas and biofertilizer and development of cost effective
resin system in plywood production.
4) Expenditure on R&D :
a) Capital : -
b) Recurring : 5.69 lakhs
c) Total : 5.69 lakhs
d) Total R&D Expenditure : 0.13%
(% on total Turnover)
Technology Absorption, Adaptation and Innovation :
1) Efforts, in (1 &2) brief made towards Technology Absorption,
Adaptation and Innovation
A resin system utilizing cardanol from cashew nut shell liquid has been
developed (for the production of Hard- board) which is cheaper than the
present resin used.
A new sealer/filler has been developed which provides a hard coating on
panels due to increased adhesion. The surface of panels could be sanded
easily and a good finish can be obtained subsequently.
2) Benefits derived as a result of the above efforts, e.g., product
improvement, cost reduction, product development, import substitution
etc.
A new curtain coatable & UV curable formulation has been developed for
the production of heavy duty flooring panel.
Composting of chipper residues from the Hardboard utilizing earthworm
has been achieved as part of our programme of converting organic waste
into useful products. The vermicompost (organic manure) obtained can be
used safely in agriculture/horticulture.
A resin system has been identified and used to reduce water absorption
of Hardboard considerably. This process is suited for smaller and
specific sizes only requiring lower water absorption due to the high
cost of the resin.
3) No technology has been imported during the last 5 years.
C. FOREIGN EXCHANGE EARNINGS AND OUTGO
(Rs. in lakhs)
2000-2001 1999-2000
Foreign Exchange Earned 89.39 151.23
Expenditure in Foreign Exchange :
Foreign Travel 90 4.62
Commission 1.90 0.66
Mar 31, 2000
The Directors have pleasure in presenting the 55th Annual Report
together with the Audited Statement of Accounts for the year ended 31st
March, 2000.
(Rs. in lakhs)
FINANCIAL RESULTS 2000 1999
Gross Profit before Interest
and Depreciation 1457.27 1053.77
Less : Interest 758.06 706.64
Depreciation 538.49 515.15
160.72 (168.02)
Less : Provision for Taxation 20.00 Nil
Less : Undistributed Surplus
brought forward 348.32 690.09
Less : Interim Dividend on
Preference Shares 54.41 40.70
(including Tax on
Dividend) 435.63 481.37
The Directors recommend the following Appropriations :
General Reserve No.1 Nil 20.00
Dividend @ 6% including Tax
on Dividend 62.12 113.05
Balance carried forward 373.51 348.32
435.63 481.37
WORKING OF THE COMPANY
The Company has achieved a turnover of Rs. 49.19 crores during the year
under report as against Rs. 45.82 crores during last year, which
represents an increase of 7.35%. The competitive environment during
the year 1999-2000 has brought in a totally new dimension to our
business and the lowering of customs duty and tariff barriers in 1999 -
2000 has led to serious competition from imports. The hikes in fuel
and raw material prices coupled with the high cost of capital led to a
substantial increase in expenses.
In a fiercely competitive environment where margins are difficult to
maintain. The Company has marginally improved its turnover and has
posted a profit of Rs. 161 lakhs (before tax) during the year under
report by adhering stringent financial discipline. Earnings Per Share
(EPS) stood at 10.29% and Book Value per share is Rs. 369 as at 31st
March, 2000. The positive impact of the budget 1999-2000 is already
visible with signs of a revival of demand for our products. The
Company has been fully geared to face with confiderence the challenges
posed by the liberalised regime by continuing to produce premier
quality goods and adopting new market strategies. Recently, the
Company has hosted its own Website on the Internet.
CONSERVATION OF ENERGY, RESEARCH AND DEVELOPMENT ETC.
The prescribed details as required under Section 217(1)(e) of the
Companies Act, 1956 are set out in the annexure.
SUBSIDIARY COMPANIES
The Annual Accounts of 2 subsidiary companies - Southern Veneers and
Woodworks Ltd., and The Kohinoor Saw Mill Co. Ltd., as at 31st March,
2000 together with the reports of the Directors and Auditors to the
shareholders are annexed thereto. Statement as required under Section
212 of the Companies Act regarding the above subsidiaries are also
annexed to this report.
DIRECTORS
Mr. Harjinder Singh, IAS, nominee of Kerala State Industrial
Development Corporation Ltd, was co-opted as additional Director on
25th May, 2000 vacates his office at the ensuing Annual General Meeting
and is eligible for re-appointment.
Directors Mr. P.C. D. Nambiar, Mr. G.S.A. Saldanha, Mr. KL. Ramanathan
and Mr. B.A. Shariff retire at the ensuing Annual General Meeting by
rotation and are eligible for re-appointment.
DIVIDEND
The interim dividend for the year on the preference shares was paid
before 31st March, 2000. The Directors recommend a dividend on equity
shares for the year @ 6% out of the profits of the Company.
CAPITAL EXPENDITURE
As at 31st March, 2000 Crores
Fixed Asset stood at Rs. - 65.57 Crores
Net Fixed Asset at Rs. - 65.57 Crores
Additions during the year
amounted to Rs. - 3.95 Crores
YEAR 2000 (Y2K) COMPLIANCE
The Computer Systems deployed in the Company's operations are Y2K
compliant.
PERSONNEL
The particulars required under Section 217 (2)(A) of the Companies Act,
1956 read with the Companies (Particulars of Employees) Rules 1975 as
amended are annexed to the report.
AUDITORS
M/s Acharya and Co., Chartered Accountants, retire at the forthcoming
Annual General Meeting and are eligible for re-appointment.
As required under Section 224 of the Companies Act, 1956, the Company
has obtained from them confirmation to the effect that their
re-appointment, if made, would be in conformity with the limits
prescribed in the said Section.
INDUSTRIAL RELATIONS
Industrial relations with all employees of the Company continued to be
cordial and harmonious during the year under review.
GENERAL
The Directors wish to place on record their deep appreciation of the
valuable support extended by the Financial Institutions and Banks.
They also wish to record their appreciation of the devoted services
rendered by the officers, staff and workers of the Company. the
Directors also record their thanks to the shareholders for their
continued support and confidence reposed in the Management.
A. CONSERVATION OF ENERGY
Steps are being taken to implement in a phased manner the
recommendations highlighted in the Energy Audit Report. In one of the
Pulping Machines in the Hardboard plant, programme logic control has
been introduced with a view to optimise the pulp quality associated
with appreciable energy savings. In No. II Hardboard Plant, multi-speed
drives are being replaced with variable frequency drives.
High Pressure Boilers in the Hardboard Plant :
Automatic blowdown device has been incorporated manifesting in
considerable savings in energy.
In order to get more flexibility of the operation of Boilers, steam
lines of the high pressure boilers have been interconnected. This has
facilitated in substantial quantity of savings in energy.
B. R & D HIGHLIGHTS FOR 1999 - 2000
1) Specific areas in which R & D Carried out by the Company :
Preservation of wood and wood panel products, adhesives and surface
coatings relevant to wood and wood panel products, waste utilisation.
2) Benefits derived as a result of the above R & D :
Productions of value added panel products with improved quality.
3) Future Plan of Action :
As outlined under (1), wood-metal composites, utilisation of lesser
known species of timber for production of panel products.
4) Expenditure on R & D :
a) Capital : Nil
b) Recurring : 4.08 lakhs
c) Total : 4.08 lakhs
d) Total R & D : 0.08%
Expenditure
(% on total
Turnover)
Technology Absorption, Adaptation and Innovation :
1) Efforts, in brief, made towards Technology Absorption, Adaption and
Innovation :
Identification of new binder system and process development utilizing
it has resulted in production of panels, floorings etc., with improved
adhesion between wood and UV curable coatings.
A method has been standardised to free valued veneers from waxy/oily
matter resulting in improved adhesion of UV curable coating systems.
2) Benefits derived as a result of the above efforts e.g., product
importation, production development, import substitution etc. :
These have resulted in considerable reduction in problem connected with
production of pre-finished panels and fewer rejections resulting in
reduction of cost of production.
A new and cost effective reactive monomer has been developed which could
replace in part the imported reactive monomer in UV curable top coat
compositions. This would constitute cost reduction as well as import
substitution.
Efforts are on to convert sludge/solid residue from hardboard factory
into vermicompost leading to waste utilisation and effective management
of environment.
3) No technology has been imported during the last 5 years.
C. FOREIGN EXCHANGE EARNINGS AND OUTGO
(Rs. in lakhs)
1999-2000 1998-1999
Foreign Exchange Earned 151.23 206.79
Expenditure in Foreign
Exchange :
Foreign Travel 4.62 1.77
Commission 0.66 0.26
Others -- 0.13
The ISO 9002 certification awarded to the Company during the last 3
consecutive years for the quality management systems of hardboard and
WIPLAC Pre-finished boards has been re-certified for another 3 years and
Company has initiated steps to achieve the same certification for its
Plywood and Densified woods also.
*
Mar 31, 1999
The Directors have pleasure in presenting the 54th Annual Report
together with the Audited Statement of Accounts for the year ended 31st
March, 1999.
(Rs. in lakhs)
FINANCIAL RESULTS 1999 1998
Gross Profit before Interest
and Depreciation 1053.77 1090.53
Less : Interest 706.64 239.42
Depreciation 515.15 248.26
(168.02) 602.85
Less : Provision for Taxation NIL 65.00
(168.02) 537.85
Add : Undistributed Surplus
brought forward 690.09 403.82
Less : Interim Dividend on
Preference Shares 40.70 26.53
(Including Tax on
Dividend) 481.37 915.14
The Directors recommend the following Appropriations :
General Reserve No.1 20.00 100.00
Dividend @ 12% including Tax
on Dividend 113.05 125.05
Balance carried forward 348.32 690.09
481.37 915.14
WORKING OF THE COMPANY
The Company achieved a turnover of Rs. 45.82 crores during the year
which is marginally lower than the turnover of Rs. 49.94 crores
achieved in the previous year. The replacement-cum-modernisation
project with a total cost of Rs. 65 crores had commenced operation from
14th March, 1998 and the year under review was the first full year of
operation. Unfortunately, while this did not result in any increase in
turnover, the result for the year had, as pointed out in the report of
the previous year, to bear the full impact of interest and depreciation
on the project. The turnover for the year was affected by the acute
recessionary conditions prevailing in the market and the adverse impact
of imported hardboard dumped into the domestic market which caused
stiff and unethical competition. The Directors are happy to report
that the new plant is producing high quality hardboard sheets whereby
the Company is able to maintain its quality leadership in the market.
As a result of the highly competitive environment and the increase in
fuel, power and raw material prices, margin was under pressure during
the year. The Company is however addressing these problems by
maintaining consistently high quality and effective marketing.
There has been a significant growth in the export turnover and even in
the domestic market there are signs of revival after the Union Budget
was introduced.
CONSERVATION OF ENERGY, RESEARCH AND DEVELOPMENT ETC.
The prescribed details as required under Section 217(1)(e) of the
Companies Act, 1956 are set out in the annexure.
DIRECTORS
The Directors record with profound sorrow the sad demise of Mr. T. T.
P. Abdullah, Director of the Company on 15-2-1999. He was a member of
the Board since 1990. The Directors wish to record their deep
appreciation of the valuable services rendered by Mr. T. T. P. Abdullah
during his term of office as a Director.
Mr. E. Prakash Kuruvilla who was co-opted as Additional Director on 5th
June, 1999 vacates his office at the ensuing Annual General Meeting and
is eligible for re-appointment.
Directors, Mr. N. L. Vaidyanathan, Mr.Y. H. Malegam and Mr. V.
Ramachandran retire at the ensuing Annual General Meeting by rotation
and are eligible for re-appointment.
DIVIDEND
The interim dividend for the year on the preference shares was paid
before 31st March, 1999. The Directors recommend a dividend on equity
shares for the year @ 12% out of the unappropriated profits of the
previous years.
CAPITAL EXPENDITURE
As at 31st March, 1999 Gross
Fixed Asset stood at Rs. - 104.71 crores
Net Fixed Asset at Rs. - 69.36 crores
Additions during the year
amounted to Rs. - 4.53 crores
YEAR 2000 (Y2K) COMPLIANCE
The Computer Systems deployed in the Company's operations are Y2K
compliant.
PERSONNEL
The particulars required under Section 217(2)(A) of the Companies Act,
1956 read with the Companies (Particulars of Employees) Rules 1975 as
amended are annexed to the report.
AUDITORS
M/s Acharya and Co., Chartered Accountants, retire at the forthcoming
Annual General Meeting and are eligible for re-appointment.
As required under Section 224 of the Companies Act, 1956, the Company
has obtained from them confirmation to the effect that their
re-appointment, if made, would be in conformity with the limits
prescribed in the said Section.
INDUSTRIAL RELATIONS
Industrial relations with employees in all works/units and offices of
the Company continued to be cordial and harmonious during the year
under review.
GENERAL
The Directors wish to place on record their deep appreciation of the
valuable support extended by the Financial Institutions and Banks.
They also wish to record their appreciation of the devoted services
rendered by the officers, staff and workers of the Company. The
Directors also record their thanks to the shareholders for their
continued support and confidence reposed in the Management.
A) CONSERVATION OF ENERGY
The Govt. of Kerala has selected our organisation for the State Energy
Conservation Certificate during 1998 in the category of major
industries. The award was in appreciation of the efforts taken by the
Company in energy conservation measures, like upgrading the process
control with the latest technologies, introduction of energy saving
equipments, instruments etc. for process control.
The internal energy audit cell constituted in the Company has done a
commendable job in identifying the areas where energy saving measures
could be adopted. The various energy saving projects recommended by
the energy audit cell are under different stages of implementation and
monitoring.
B) R & D HIGHLIGHTS FOR 1998-99
1. A contractual agreement had been made by the Company with Sree Ram
Institute for Industrial Research, Delhi for the generation of
technical knowhow pertaining to the production of epoxidised
Diallylphthalate Monomer and its Polymer.
The technical knowhow obtained has been subjected to improvement and
refinement for augmentation of product quality and to reduce the
probability of runaway reaction. The products developed by improved
process are under industrial evaluation by two concerns.
2. Laminates based on DAP - fibreboard composites have been developed.
The attractive property aspects of the product offer the prospects of
utilisation as substitutes for structural plywood in selected spheres,
thus contributing to the conservation of prized timber species required
for manufacture of structural plywood.
3. In pursuit of the program of fostering industrial academic
interaction arrangements have been finalised for the internship of two
final year students of B.Tech. (Polymer Engineering) course of Mahathma
Gandhi University. During the tenure of internship the students will be
participating in Industrial Polymer Research related to waste
utilisation and development of Wood-polymer Composites.
C) FOREIGN EXCHANGE EARNINGS AND OUTGO
a) Activities relating to Exports : Development of new export markets.
The Company has a full-fledged export section. The Marketing
Department is in constant touch with the overseas markets with a
network of agents in various countries to help exports. We regularly
participate in prestigious international exhibitions and conduct market
surveys and direct mail campaigns. The ISO 9002 Certification awarded
to the Company during the last three consecutive years for the quality
management systems of hardboard and WIPLAC pre-finished boards is under
the process of re-certification.
Efforts are being made to develop new markets and consolidate the
existing ones by developing products conforming to international
standards and requirements.
The Company is continuously exploring avenues to increase exports.
b) Total Foreign Exchange used and earned.
(Rs. in lakhs)
1998-99 1997-98
Foreign Exchange
Earned 206.79 167.99
Expenditure in Foreign
Exchange:
Foreign Travel 1.77 3.24
Commission 0.26 1.09
Others 0.13 0.17
Mar 31, 1998
The Directors have pleasure in presenting the 53rd Annual Report together with the Audited Statement of Accounts for the year ended 31st
March, 1998.
(Rs. in lakhs)
FINANCIAL RESULTS 31-3-1998 31-3-1997
Cross Profit before Interest and
Depreciation 1,090.53 1,150.20
Less : Interest 239.42 185.84
Depreciation 248.26 270.88
602.85 693.48
Less : Provision for Taxation 65.00 314.00
537.85 379.48
Add : Undistributed surplus
brought forward 403.82 228.73
Less : Interim Dividend on
Preference Shares
(including additional
Income Tax on dividend) 26.53 --
Total available for appropriation 915.14 608.21
The Directors recommend the following appropriations :
General Reserve No. 1 100.00 100.00
Dividend @ 23% (pro-rata on
share capital enhanced by
rights issue) including tax
on dividend 125.05 104.39
Balance to be carried forward 690.09 403.82
915.14 608.21
WORKING OF THE COMPANY
The Company has achieved a turnover of Rs. 49.94 crores during the year
under report as against Rs. 52.95 crores during the last year. The
slight shortfall in sales was due to marketing constraints, stiff and
unethical competition that prevailed in the market and Government's
policy of allowing liberal import of Hardboard in the domestic market
which was dumped in the market at rates considerably lower than the
prevailing rates for domestic products. Due to severe power cuts and
overall escalation in cost of input raw materials, it was not possible
for the Company to reduce the selling price to the level of imported
Hardboard prices. This position is now slowly getting reversed.
During the year under report, the Company has completed the replacement-cum-modernisation project and commercial production has
commenced from 14th March, 1998 in the new plant imported from Sweden.
This was possible with the wholehearted co-operation of Technicians from
Sweden coupled with the devoted and sincere efforts of the Company's
technical staff and management This stat-of-the-art plant will definitely help the Company to retain its premier position in the market.
The modernisation of the plant has resulted in considerable savings of
inputs as well as marked improvement in the quality of Hardboard
manufactured by the Company. The depreciation charged in the Profit
and Loss Account on the new plant is pro-rata for the period from 14th
March, 1998 to 31st March, 1998 and interest on loan obtained for the
plant upto the date of commencement of commercial production has been
capitalised. The year ending 31st March, 1999 will have to bear the
burden of depreciation and interest for the full year and this could
cause a significant strain on the operating profit of that year.
CONSERVATION OF ENERGY, RESEARCH AND DEVELOPMENT ETC.
The prescribed details as required under Section 217(1)(e) of the
Companies Act, 1956 are set out in the Annexure.
DIRECTORS
The Directors record with profound sorrow the sad demise of Mr. M. M.
Appaiya, Director of the Company on 24-2-1998. He bad been a member of
the Board since 1989. The Directors desire to record their deep
appreciation of the valuable services rendered by Mr. Appaiya during
his term of office as a Director.
Directors Mr. P. C. D. Nambiar, Mr. B. A. Shariff and Mr. K. B. Somana
retire at the ensuing Annual General Meeting by rotation and are
eligible for re-appointment
SHARE CAPITAL
During the year under report, the Company has allotted 4,17,381 Equity
Shares of Rs. 100/each at a premium of Rs. 50/- per share on right
basis in the ratio 1:1 and the subscribed and paid-up capital of the
Company has now increased to Rs. 8,48,73,400/- with a share premium
amount of Rs. 2,08,69,050/. During the year under report, the Company
has also issued 2,50,000 Redeemable Cumulative Preference Shares of Rs.
100/- each fully paid-up on private placement basis to Housing Development Finance Corporation Ltd. and ICICI Banking Corporation Ltd. to mobilise resources for the expansion project.
DIVIDENDS
The interim dividend for the year on the Preference Shares was paid
before 31st March, 1998. The Directors recommend a dividend on equity
shares for the year @ 23% (previous year 22%). The dividend on the right shares issued during the year will be paid pro-rata from the date
of allotment.
AUDITORS
M/s Acharya & Co., Chartered Accountants, retire at the forthcoming
Annual General Meeting and are eligible for re-appointment.
As required under Section 224 of the Companies Act, 1956, the Company
has obtained from them confirmation to the effect that their
re-appointment, if made, would be in conformity with the limits
prescribed in the said Section.
INDUSTRIAL RELATIONS
Industrial relations with employees in all Works/Units and offices of the Company continued to be cordial and harmonious during the year under review.
R & D ACHIEVEMENTS FOR 1997-98
1) A reactive DAP monomer which improves the surface properties of WIPLAC UV curing topcoat has been developed.
2) Work on polymer wood composites has enabled the development of Hardboard - Polymer composites and SMC Hardboard composites.
3) A programme of academic industry collaboration has been forged. Two
students from Forest Research Institute, Dehra Dun, studying M.Sc.
(Wood Science & Technology') course underwent internship in R & D Dept
participating in Research which enabled preparation of their dessertations on chosen topics. A student from Coimbatore Institute of
Technology, Coimbatore had internship in R & D to generate research
data required for his dessertation for M.Sc (Applied Chemistry) of
Bharathiar University, Coimbatore.
CONSERVATION OF ENERGY
As a result of the comprehensive energy audit conducted last year,
various energy saving measures could be implemented in areas like
process control, maximum demand control, re-scheduling of running hours
of higher H.P. Motors, introduction of solid state drives and reactive
power management.
During the year the erection of the new Hardboard Line was completed.
Various energy saving measures are incorporated in the new system, like
having variable frequency motors, P.L.C. Control, frame feeding system
for feeding wet laps into Press etc. The new package boiler procured
for the new plant is also of the most modern type having the latest
type of imported industrial burners with built-in blowers which have
sophisticated features to give the maximum combustion efficiency.
Mar 31, 1997
The Directors have pleasure in presenting the 52nd Annual Report
together with the Audited Statement of Accounts for the year ended 31st
March, 1997.
(Rs. in lakhs)
For the year ended
FINANCIAL RESULTS 31-3-1997 31-3-1996
Gross Profit. before Interest
and Depreciation 1,150.20 955.00
Less: Interest 185.84 131.10
Depreciation 270.88 323.47
693.48 500.43
Less: Provision for Taxation 314.00 246.00
Net Profit after Taxes 379.48 254.43
Add: Surplus of last year 228.73 120.57
Total available for appropriation 608.21 375.00
The Directors recommend the following appropriations:
General Reserve No. 1 100.00 60.00
Dividend @ 22% on Equity
Share Capital including tax 104.39 86.27
Balance to be carried forward 403.82 228.73
608.21 375.00
WORKING OF THE COMPANY
The Company has achieved a higher turnover during the year under
report at Rs. 52.95 crores, as against Rs. 50.61 crores during last
year; which represents a 4.62% increase.
This was possible inspite of the fact that the Company faced various
constraints during the year like shortage of water, peak load power
restrictions almost throughout the year, power cut (reaching even 100%)
from December onwards and overall increase in cost of manpower and
almost all input materials.
During the year under report, the Company has started replacement
programme of the Old Hardboard Plant. The total project cost for the
replacement programme is Rs. 65 crores which is being financed by a
Foreign Currency loan of Rs. 35 crores from the Industrial Finance
Corporation of India Ltd., New Delhi, and the balance amount is being
mobilized by issue of Redeemable Cumulative Preference Shares, availing
of Bank loans and by a proposed Rights Issue of Equity Shares in the
ratio of 1:1 at a premium of Rs. 50/- per share and deploying internal
accruals.
The main plant and machinery for the Hardboard replacement programme is
being imported from M/s Sunds Defibrator AB, Sweden, who are the
internationally renowned suppliers of this machinery. The Directors
are pleased to mention that a majority part of the Plant and Machinery
has reached the Indian Port. The indigenous machinery items are also
being arranged as per schedule. Barring unforseen circumstances, it is
expected that the new Hardboard line can be put into commercial
activities by February, 1998.
The Company continues to be certified under ISO 9002 for Hardboard and
WIPLAC products.
CONSERVATION OF ENERGY, RESEARCH AND DEVELOPMENT, ETC.
The prescribed details as required under Section 217 (1) (e) of the
Companies Act, 1956 are set out in the Annexure.
SUBSIDIARY COMPANIES
The Annual Accounts of the two subsidiary Companies, The Kohinoor Saw
Mill Co. Ltd. and Southern Veneers and Woodworks Ltd., as at 31st
March, 1997, together with the Report of the Directors and Auditor's
Report to the shareholders are annexed herewith. Statements as required
Under Section 212 of the Companies Act regarding the above Subsidiaries
are also annexed with this report.
As has been mentioned in our last report, M/s Bastar Wood Products
Ltd., Jagdalpur, in which the Company has equity participation, is now
in a closed condition. The Company has also initiated steps for
voluntary winding up for which necessary petition has been filed before
the High Court of Madhya Pradesh. The matter is pending before the
Court. Pending determination of the actual loss, if any, in
investments, no provision has been made in the accounts regarding the
dilution of the investment in M/s Bastar Wood Products Ltd. by the
Company.
DIRECTORS
The Directors record with profound sorrow the sad demise of Mr. K. R.
K. Menon who was the Chairman of the Company for a long time. His
contributions for the progress of the Company is invaluable and the
Directors wish to record their deep sense of appreciation for the
guidance provided by late K. R. K. Menon.
Directors, Mr. P. C. D. Nambiar, Mr. G. S. A. Saldanha, Mr. K. L.
Ramanathan and Mr. Bhaskar Menon, retire at the ensuing Annual General
Meeting by rotation and are eligible for re-appointment as Directors.
The Directors recommend that the above Directors may be re-appointed.
PERSONNEL
The Company entered into a long-term settlement with the workers and
staff during the year which provides for significant increases in their
emoluments.
The particulars required under Section 217 (2) (A) of the Companies
Act, 1956, read with the Companies (Particulars of Employees) Rules,
1975 as amended, are annexed with the Report.
AUDITORS
Mr. N. K. Venkataraman, Chartered Accountant, the Statutory Auditor of
the Company has expressed his desire to be relieved from his duties as
Auditor of the Company due to personal reasons. The Board of Directors
would like to put on record its deep appreciation of the expert advice
and guidance rendered by Mr. N. K. Venkataraman as Statutory Auditor of
the Company for the last several years.
The Company has received notice from a shareholder proposing M/s
ACHARYA & Co., Chartered Accountants, 'Sri Krishna' 13/3, Pampamahakavi
Road, Bangalore - 560 004, as Statutory Auditors of the Company to hold
office till the conclusion of the next Annual General Meeting.
GENERAL
The Directors wish to place on record their appreciation of the
invaluable support provided by the Financial Institutions and Banks and
of the services by the Officers and Staff of the Office and factory as
well as all the workers.
CONSERVATION OF ENERGY
Severe power shortage situation continued in the whole of Kerala State,
throughout the year. Consequently, drastic power cuts have been imposed
on industries during the financial year. The Company has to run all the
three Diesel Generator sets to the maximum capacity throughout the
year.
During the year an Internal Energy audit cell has been formed and a
comprehensive energy audit has been conducted by the cell both in
thermal and electrical utilities. The audit report brought out a
substantial savings achieved by implementing the energy saving measures
in the areas like process control, maximum demand control,
re-scheduling of running hours of higher H.P. Motors, introduction of
solid state drives and reactive power management.
The report identified many areas for potential savings, both in thermal
and electrical utilities with reasonable pay back periods. The Company
chalked out a phased programme for implementing these recommendations.
R & D ACHIEVEMENTS
a) The abrasion resistance of WIPLAC grade of Hardboard was further
improved by incorporation of U.V. curable speciality oligomers. The
effected enhancement was to the extent of 40%.
b) A problem encountered in the production of decorative Plywood using
thin face Veneers is the "bleed through" of the adhesive which mars the
surface. An improved adhesive formulation containing additives which
restrain the phenomenon was developed. This has therefore, resulted in
the emergence of technical capability to produce high quality
decorative Plywood.
c) A novel chemical system with the capacity to augment properties of
wood has been devised. The use of this system has enabled the
upgradation of cheaper timbers into superior quality rendering them
suitable for diverse applications.
Mar 31, 1996
The Directors have pleasure in presenting the 51st Annual Report and Audited Statement of Accounts for the year ended 31st March, 1996.
WORKING OF THE COMPANY
The turnover of the Company during the year was higher at Rs. 50.61 crores as against Rs. 45.69 crores in the previous year, an increase of 10%, despite the problems faced relating to the availability of raw materials. Constraints continued to exist in procurement of timber.
The Company had problems in procuring the right quality of timber and prices had also gone up substantially. The net profit after taxes and providing interest and depreciation was Rs. 254.43 lakhs as against Rs. 169.97 lakhs of the previous year.
Your Directors are happy to inform you that the Company has taken up the replacement of the old Hardboard Plant for which, The Industrial Finance Corporation of India Ltd. has sanctioned a Dollar Loan of US $ 9,985,735 (equivalent to Rs. 35 crores approximately) for the import of machinery
from Sweden. The total project cost when completed will be Rs. 62 crores. It is hoped that this project will be completed by February/March, 1997.
CONSERVATION OF ENERGY, RESEARCH AND DEVELOPMENT, ETC.
The prescribed details as required under Section 217 (1) (e) of the Companies Act, 1956 are set out in the Annexure.
SUBSIDIARY COMPANIES
The Audited Accounts of the two subsidiary Companies, The Kohinoor Saw Mill Co. Ltd., and Southern Veneers and Woodworks Ltd., as on 31st March, 1996 and the Reports of the Directors and Auditors are annexed. Bastar Wood Products Ltd., Jagadalpur, the Joint Sector Company in
Madhya Pradesh, is now closed. As per the decision of the Board of Directors of that Company, steps have been initiated for voluntary winding up of the Company for which necessary petition has been filed before the High Court of Madhya Pradesh. The matter is now before the Court.
ISO 9002
Your Directors are happy to report that the Company has received ISO 9002 Certification during the year for its Hardboard and Wiplac products, which is a recognition for its quality. This is a commendable achievement. It is hoped that ISO Certification will be received for other products also in due course.
GENERAL
The Directors wish to place on record their appreciation of the invaluable support provided by the Financial Institutions and Banks and of the services rendered by the staff of the office and factory as well as all the workers.
CONSERVATION OF ENERGY
The whole of Kerala State has been experiencing acute power shortage right from January 1996 onwards and drastic power cuts have been imposed on all the industries in the State, so much so, our Company has to run the three diesel generators to the maximum capacity. However, by
incorporating voltage improvement equipments in the power distribution system, substantial quantity of fuel could be saved.
With the operation of the fluidised bed combustion system with waste saw dust and sander dust of the plywood plant, we have not only been able to use our waste saw dust efficiently as fuel but also able to eradicate the dust pollution in the surrounding areas of the plant. This has
also resulted in saving substantial quantity of furnace oil.
Strict measures have been taken to conserve energy in the field of all utilities like air, steam, fuel, oil, water and electric power. Energy efficient light fittings and energy saving devices have been incorporated in the lighting circuits. Conventional speed controllers for motors are being replaced with energy efficient controllers. Every effort is made to arrest compressed air and steam leakages and also to recover maximum condensate. All these have resulted in substantial saving of energy.
A total energy audit plan has also been taken up in order to find out the possibility of improving further savings.
ISO 9002
The Western India Plywoods Limited, is the first to get ISO 9002 Certification for the quality management systems of its Hardboard and pre-finished boards, by one of the leading certifying bodies in the world - M/s SGS Yarsley International Certification Services Limited (which is accredited by the National Accreditation Council for Certification Bodies, U.K.).
The Western India Plywoods Limited, looks at ISO 9002 Certification as a means to a formal recognition for its capability in the domestic and export markets and as a commitment to achieve customer satisfaction.
Finally with this recognition, what our valued customers knew all along about the quality of the products produced by WIP, has been officially recognised, bringing yet another feather in the cap to this fifty year old India's premier wood processing industry.
DESALINATION PLANT
Due to the acute water problem during the summer months of February, March, April and May, experienced every year in and around Baliapatam, the Company has been forced to bring water from about 70 Kms away, in tank lorries, round the clock, to maintain continuous production of Hardboards. It was thus decided to go in for a Reverse Osmosis based
Desalination Plant which is the most modern and economically viable process to purify brackish ground water and sea water. This is the first time in Kerala that such a plant has been successfully commissioned this year either in the industrial or domestic sector. The Company has gone in for a plant of capacity of 300 cu.m. per day. This has been supplied by Titanium Equipment & Anode Manufacturing Co. Ltd., Madras, who are leading manufacturers of chemical and water treatment plants in the country.
The Reverse Osmosis Desalination Plant is a product of high technology capable of producing pure water free from bacteria and injurious chemicals and salts. This provides real healing care to the user as the harmful matter causing water-borne diseases are eliminated.
When salt water and pure water are separated by a semi permeable membrane, pure water will pass through the membrane to bring down the concentration of salt water. This process is known as Osmosis. This flow can be made to cease by applying a higher balancing pressure on the salt water side and this is known as Osmotic pressure. By application of much higher pressure on the salt side, natural osmotic flow is reversed and pure water is forced out of salt solution by filtering the inorganic ions normally present in the salt solution. This process is called Reverse Osmosis.
R&D ACHIEVEMENTS 1995-96
Hot melt Adhesive Coated Filament for Veneer Jointing Machine
A superior grade hot melt adhesive has been formulated for coating filament used in the veneer jointing machine. The adhesive has enabled improved performance in veneer jointing system and has been adopted in industrial scale operations enhancing productivity.
Development of Lignocellulose based Water Softening Resin
One of the new products developed by R & D is weather-proof Hardboard which has been reported previously. It has been found possible to convert the trimmings of weather-proof Hardboard by chemical processing into a water softening resin endowed with the capacity of regeneration. This R & D development therefore, constitutes an advance in the realm
of waste utilisation.
Improvement in the UV Curing System used in the Manufacture of WIPLAC grade of Plywood and Hardboard
R & D work pertaining to UV curing prospective top coat of WIPLAC system has enabled the utilisation of DAP monomer as one of the constituents in the system. The Company has been producing DAP monomer for the last 20 years but its use was restricted to production of DAP moulding powder. Hence this new development is a landmark in the industrial utilisation
of DAP monomer. The integration of DAP production facility with WIPLAC, manufacturing thus offers scope for expanding production operations in DAP plant and enhanced utilisation of the installed production capacity.
The DAP monomer modified UV curable topcoat composition by far has demonstrated maximum resistance of the cured coating to water and detergent solutions. During testing continuous contact for more than 100 hours has not caused any visible deterioration of the quality of the coating. The new composition is therefore showing potential for enlarged utilization of WIPLAC, particularly in wet sectors in tropical conditions. The use of DAP monomer is an ingradient in UV curable lacquer and also offers the prospect of cost reduction.
Mar 31, 1995
The Directors have pleasure in presenting the 50th Annual
Report and Audited Statement of Accounts for the year ended
31st March, 1995.
For the year ended
FINANCIAL RESULTS 31-3-1995 31-3-1994
(Rs. in lakhs)
Gross Profit before
Interest and Depreciation 772.02 914.34
Less: Interest 132.68 232.66
Depreciation 309.37 428.22
------ ------
329.97 253.56
Less: Provision for Taxation 160.00 115.00
Net Profit after Taxes 169.97 138.46
Add: Surplus of last year 99.61 100.16
Total available for
appropriation 269.58 238.62
====== ======
The Directors recommend
the following appropriations:
General Reserve No. 1 80.00 70.00
Dividend @ 24% on Equity
Share Capital subject to
deduction
of taxes 69.01 69.01
Balance to be carried forward 120.57 99.61
------ ------
269.58 238.62
====== ======
WORKING OF THE COMPANY
The turnover of the Company during the year was higher at
Rs. 45.69 crores as against Rs. 42.74 crores in the
previous year, an increase of 6.9%, despite the problems
faced relating to the availability of raw materials.
Constraints continued to exist in procurement Of timber.
The Company had problems in procuring the right quality of
timber and prices had also gone up substantially. The
Company's exports for the year was higher at Rs. 2.49
crores as against Rs. 1.89 crores of the previous year. The
net profit after taxes and providing interest and
depreciation was Rs. 169.97 lakhs as against Rs. 138.46
lakhs of the previous year.
CONSERVATION OF ENERGY, RESEARCH AND DEVELOPMENT ETC.
The prescribed details as required under Section 217 (1)
(e) of the Companies Act, 1956 are set out in the Annexure.
SUBSIDIARY COMPANIES
The Audited Accounts of the two subsidiary Companies, The
Kohinoor Saw Mill Co. Ltd., and Southern Veneers and
Woodworks Ltd., as on 31st March, 1995 and the Reports of
the Directors and Auditors are annexed.
The performance of the Joint Sector Company in Madhya
Pradesh, the Bastar Wood Products Ltd., jagadalpur, has not
been satisfactory due to various constraints.
DIRECTORS
Mr. Bhaskar Menon who was coopted to the Board as
Additional Director on 3-9-1994 vacates his office at the
ensuing Annual General Meeting and is eligible for
appointment as Director.
Messrs B. A. Shariff, K. B. Somana and M. M. Appaiya,
Directors retire by rotation and are eligible for
re-appointment.
PERSONNEL
The statutory particulars required under Section 217 (2A)
of the Companies Act, 1956, read with the Companies
(Particulars of Employees) Rules, 1975 as amended are
annexed.
AUDITORS
Mr. N. K. Venkataraman, Chartered ' Accountant, retires as
Auditor and is eligible for reappointment.
GENERAL
The Directors wish to place on record their appreciation of
the invaluable support provided by the Financial
Institutions and Banks and of the services rendered by the
staff of the office and factory as well as all the workers.
CONSERVATION OF ENERGY
North Kerala region has been experiencing sustained low
voltage conditions particularly during the peak hours, for
the past few years, and this has resulted in continuous
running of our Diesel Generators during that period. By
incorporating voltage improvement equipments in the power
distribution system, substantial quantity of fuel could be
saved.
The measures taken to commission the fluidised bed
combustion system Boiler with waste saw dust and sander
dust as fuel have been found to be very successful, and we
are not only able to use our waste saw dust efficiently as
fuel but also able to eradicate the dust pollution problems
in the surmunding areas of the plant. This has also resulted
in saving substantial quantity of furnace oil.
Strict measures have been taken to conserve energy in the
field of all utilities like air, steam, fuel oil, water and
electric power. Energy efficient light fittings and energy
saving devices have been incorporated in the lighting
circuits. Conventional speed controllers for motors are
being replaced with energy' efficient controllers. Every
effort is made to arrest compressed air and steam leakages
and also to recover maximum condensate. All these have
resulted in substantial saving of energy.
R & D ACHIEVEMENTS 1994-95
WOOD LAMINATE
The scarcity of conventional timber coupled with cost
escalation has necessitated the utilisation of raw material
of lower grade soft wood. Special processing of such wood
has therefore become an imperative operation in the
production of wood based laminates.
Suitable processes have been developed which imparts
improvement to the quality of timber rendering it suitable
for production of laminate. The technology has been
investigated in large scale and observed to be
satisfactory.
POLLUTION CONTROL TECHNOLOGY
By a combination of pyroprocessing and chemical treatment,
it has been found possible to convert trimmings of fibre
board into absorbents endowed with the capacity to absorb
dye-stuff from aqueous system. The product has been
investigated with respect to a few dyes which are in
large-scale production. The product has a potential for
utilisation for effluent treatment in dye-stuff industry
and to recover clear water for re-cycling in the process of
our material production.
COLOURING MATTER BASED ON LIGNOCELLULOSE:
A colouring matter derived from lignocellulose has been
found suitable for enhancement of the colour intensity of
phenolic resin used for the production of wood laminates.
The product is of potential utility in marking
imperfections on wood surface in laminate production.
ISO 9000
The Western India Plywoods Ltd. has decided to implement
ISO 9000 Quality System and Total Quality Management System
from 1995-1996 onwards. With the liberalisation and
globalisanon in the changing of the International Market
Scenario, ISO 9000 certification is a stepping stone to
compete in International Market and to steer the Company
towards excellence.
I have audited the attached Balance Sheet of THE WESTERN
INDIA PLYWOODS LIMITED, BALIAPATAM, as at 31st March, 1995
and the Profit and Loss Account for the year ended on that
date annexed thereto and report that:
1. As required by the Manufacturing and other Companies
(Auditor's Report) Order, 1988 issued by the Company Law
Board in terms of Section 227 (4A) of the Companies Act,
1956, I enclose in the Annexure a statement on the matter
specified in paragraphs 4 and 5 of the said Order.
2. Further to my comments in the Annexure referred to in
paragraph 1 above:
a) I have obtained all the information and explanations
which to the best of my knowledge and belief are necessary
for the purpose of my audit.
b) Proper books of accounts as required by law have been
kept by the Company so far as appears from my examination.
c) The Balance Sheet and Profit and Loss Account referred
to in this report are in agreement with the books of
accounts.
d) In my opinion and to the best of my information and
according to the explanations given to me the said Balance
Sheet and the Profit and Loss Account read together with
notes thereon give the information required by the
Companies Act, 1956, in the manner so required and give a
true and fair view:
i) in so far as it relates to Balance Sheet of affairs of
the Company as at 31st March, 1995, and
ii) in so far as it relates to Profit and Loss Account of
the Profit of the Company for the year ended on that date.
Mar 31, 1994
Information Not Available
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