Notes to Accounts of The Western India Plywood Ltd.

Mar 31, 2024

3.01 Refer to Note No 18.01 for information on Plant and equipment pledged as security by the company.

3.02 Addition during the year includes borrowing cost ? Nil (as at 31³¹ March, 2023 ? Nil) Capitalised during the year as per IND AS.

3.03 As per the requirement of Ind AS 16 - Property, Plant and Equipments the residual value and the useful life of an asset shall be reviewed at least at each financial year-end. During the current financial year, the estimated useful lives of Property, plant and equipment have been reviewed and revised wherever expectations differ from previous estimate, which is differ from the useful life as indicated in Part C of Schedule II of Companies Act, 2013.

3.04 Plant and Equipment addition include an amount of ?Nil (as at 31^st March. 2023? Nil) capitalised by transfer from capital work in progress which were acquired out of Government Grant

(BIRAC).

3.05 The title deeds of all the immovable property held by the Company as disclosed in the financial statement are held in the name of the Company.

4.01. For details of classification of financial asset and fair value hierarchy Refer Note No 37

4.02. In view of the business plan of the subsidiary company M/s Mayabandar Doors Limited, which is expected to bring in positive cash Hows in the near future and the estimated realisable value of the assets at the unit based on the independent valuer, the management is of the opinion that no diminution in the value of investment in Subsidiary company is anticipated at this stage.

4.03. The company had entered into an agreement with M/s Era Intermerge SDN BHD in an earlier year for setting up a Joint Venture entity (ERA &WIP Timber JV SDN BHD) in Malaysia as per which the company would have 45% share in ownership and voting in the JV. Pending completion of certain formalities in Malaysia, the joint Venture M/s ERA intermerge SDN BHD has been unable to make their agreed share of investment, as a result of which the shareholding of the company in the entity as at, 31''¹ March 2024 is 65.87%. (as at 31" March, 2023 is 65.87%). Accordingly the entity'', ERA & WIP Timber JV SDN BI ID has been treated as a subsidiary in the books of account of the company and disclosure under IND-AS 28 are not applicable at this stage.

8.01 Method of valuation of inventories - See Note 2 (k) of Material Accounting Policies.

8.02 During the year, write down made towards slow moving and non moving inventories for ’ 147.27 Lakhs (For the FY 2022-2023 ? 51.40 lakhs). Inventory value shown above are net of write down amount. These were recognised as an expense during the year through the changes in value of inventories of work in progress, stock-in-trade and finished goods in statement of profit or loss.

8.03 Working Capital borrowings arc secured by hypothecation of inventories of the Company (See Note 21.01)

16.01 Terms/ Rights Attached to Equity Shares

The Company has only one class of shares referred to as equity shares with a face value of? 10/- each. Each holder of an equity share is entitled to one vote per share. The company declares and pays dividend in Indian Rupees. In the event of liquidation of the company, the holders of equity shares will be entitled to receive the remaining assets of the company after distribution of all preferential amounts. The distribution will be in proportion to the number of equity shares held by the shareholders.

17.01 Description of nature and purpose of each reserve

i) Capital Reserve - Capital reserve was created during the earlier years.

li) Capital Redemption Reserve - This reserve was created at the time of Redemption of Preference Shares. During the FY 2017-18 ? 190.00 lakhs was created and ? 1130.00 lakhs was created during earlier years.

iii) Securities Premium Reserve - Securities premium reserve is used to record the premium on issue of shares. The reserve is utilised in accordance with the provisions of the Act.

iv) Export profit Reserve - This reserve was created out of profit during the earlier years.

v) General Reserve - General reserve is created from time to time by way of transfer of profit from retained earnings for appropriation purpose. General reserve is created by transfer from one component of equity to another and is not an item of Other Comprehensive Income.

vi) Retained Earnings - Retained Earnings are the profits, that the company has earned till date, less any tranfer to General Reserve, dividend or other distributions paid to shareholders.

vii) Equity Instrument through Other Comprehensive Income (OCI) - This represents the cumulative gains and losses arising on the revaluation of equity instruments measured at fair value through other Comprehensive income, under an irrevocable option, net of amounts reclassified to retained earnings when such assets are disposed off.

viii) Remeasurement of Net Defined Benefit Plan through Other Comprehensive Income (OCI): This represents re-measurement gains and losses on post employment defined benefit plans recognised in other comprehensive income in accordance with Ind AS 19, “Employee Benefits”

17.02 Dividend Distributed and Proposed

i) The Board of Directors at its meeting held on 29* May 2024 has proposed equity dividend of ? 1.20/- (FY 2022-23 - ? 1.00/-) per share of? 10/- each for the Financial Year ended 31"'' March. 2024.

The dividend proposed by Directors are subject to approval of shareholders at the annual general meeting. The proposed dividend of? 101.85 Lakhs (FY 22-23 ? 84.87 Lakhs) have not been recognised as liability.

21.01 Working Capital loans availed from banks are repayable on demand and are secured by hypothecation of Raw Materials. Work In Progress, Finished Goods, Receivables and other current assets of the Company. The above loans are also secured by pari passu second charge over the entire-fixed assets of the company and the personal guarantee of the Managing Director.

24.01 Government grant pertains to the grant in aid of ? 36.00 lakhs sanctioned by Biotechnology Industry Research Assistance Council (BIRAC- A government of India Enterprises) for the research proposal entitled "Utilization of Paper Mill Sludge for the manufacturing of wood fiber based soft board and hardboards". During the year, as per the accounting policy, the company has recognized an amount of? 1.67 lakh (for the FY 2022-23 ? 1.67 lakhs) as income under the head “ Other income"-(Notc. 27).

(G) SENSITIVITY ANALISIS ON GRATUITY

Significant actuarial assumptions lor the determination of the defined benefit obligation are discount race, expected salary increase and employee turnover. The sensitivity analysis below have been determined based on reasonably possible changes of the assumptions occurring at the end of the reporting period and may not be representative of the actual change, while holding all other assumptions constant.

(E) SENSITIVITY ANALISIS ON LONG TERM EMPLOYEE BENEFITS -COMPENSATED ABSENCES

Significant actuarial assumptions for the determination of the compensated absence obligation arc discount rate, expected salary increase and employee turnover. The sensitivity analysis below have been determined based on reasonably possible changes of the assumptions occurring at the end of the reporting period and may not be representative of the actual change, while holding all other assumptions constant.

37. Financial Instruments :

37.01 Capital Management :

The Company manages its capital to ensure that the Company will he able to continue as a going concern and maximising the return to stakeholders through efficient allocation of capital towards expansion of business, optimisation of working capital requirements and deployment of surplus funds into various investment options. The funding requirement is met through equity, internal accruals, long term borrowings and short term borrowings.

The Company monitors the capital structure on the basis of net debt to equity ratio and maturity profile of the overall debt portfolio of the Company. Net debt includes interest bearing borrowings less cash and cash equivalents and other bank balances.

Following Methods / Assumptions used to estimate Fair value.

1) The carrying amount of Financial assets and financial liabilities measured at amortised cost m the financial statements are a reasonable approximation of their face values since the Company does not anticipate that the carrying cost would be significantly different from the values that would eventualy be received or settled.

2) All foreign currency denominated assets and liabilities are translated using exchange rate at reporting date.

37.03. Fair value Measurement hierarchy:

The following table provides the fair value measurement hierarchy of the Company’s financial assets

and liabilities, measured at fair value on the balance sheet date

There have been no transfers between Level I and Level 3 during the year. Also refer Note 37.02 37.04 Financial risk management objectives and policies :

The Company’s business activities are exposed to a variety of financial risks, namely liquidity risk, market risks foreign currency risk and credit risk. The Company’s senior management has the overall responsibility for establishing and governing the Company’s risk management framework. Company''s exposure to each of the above risks, the Company’s objectives, policies and processes for measuring and managing risk are as follows -

a) Liquidity risk :

Liquidity risk represents the inability of the Company to meet its financial obligations within stipulated time. The Company manages liquidity risk by maintaining adequate reserves and banking facilities, by continuously monitoring forecast and actual cash flows, and by matching the maturity profiles of financial assets and liabilities.

j) Market risk

Market risk is the risk of any loss in future earnings, in realisable fair values or in fimire cash flows that may result from a change in the price of a financial instrument. The value of a financial instrument may change as a result of changes in foreign currency exchange rates, interest rates and equity price fluctuations, liquidity and other market changes. Future specific market movements cannot be normally predicted with reasonable accuracy.

1) Foreign currency exchange rate risk

The Company undertakes transactions denominated in foreign currencies; consequently, exposures to exchange rate fluctuations arise. The Company regularly evaluates exchange rate exposure arising from foreign currency transactions. The Company follows the established risk management policies and standard operating procedures.

2) Interest rate risk :

Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in prevailing market interest rates. The Company’s exposure to the risk due to changes in interest rates relates primarily to the Company’s long term borrowings and shortterm borrowings with floating interest rates. The Company constantly monitors its financing strategics to achieve an optimal financing cost.

3) Equity price risk :

The Company is exposed to equity price risk arising from Equity Investments (other than Subsidiaries, which are carried at cost). The fair value of equity investments classified through other comprehensive income as at March 31.2024 & March 31. 2023 was ? 76.65 lakhs and ? 84.73 lakhs respectively. Sensitivity Analysis :

I he Sensitivity analysis has been determined based on the exposure to equity price risk at the end of the reporting period. A 10% change in equity prices of such securities held as at March 31, 2024 & March 31, 2023. would result in an impact of ? 7.67 lakhs and l 8.47 lakhs respectively on equity-before considering tax impact.

c) Credit risk :

Credit risk refers to the risk that a counter party will default on its contractual obligations resulting in financial loss to the Company. The company is exposed to credit risk from its operating activities predominantly trade receivables,foreign exchange transactions, loans and other financial assets. For these financial instruments, company generally doesn''t have collateral.

a) Trade Receivables

Customer and vendor credit risk is managed by business through the Company’s established policy, procedure and control relating to credit risk management. Outstanding customer receivables are regularly monitored. An impairment analysis is performed for all major customers at each reporting date on an individual basis. The impairment calculations are based on historical data. Trade Receivables generally having a credit period of 30 to 90 days.There is no material expected credit loss based on the past experience. I lowever, the Company assesses the impairment of trade receivables on case to case basis and has accordingly created loss allowance.

b) Other financial assets

With regard to all the financial assets with contractual cashflows other than trade receivable, management believes these are quality assets with negligible credit risk. I lowever, the Company assesses the impairment loss on loans, investments and other financial assets on case to case basis and has accordingly created loss allowance.

39 Segment Information

The Company is engaged in the business of manufacture and sale of wood-based products, which form broadly part of one product group which represents one operating segment, as the Chief Operating Decision Maker (COI)M), reviews business performance at an overall company level and hence disclosure requirements under hid AS 108 on Operating Segment is not applicable.

45 Corporate Social Responsibility

/\s per Section 135 of the Companies Act. 2013, a Company, meeting the applicability threshold, needs to spend at least 2% of its average net profit for the immediately preceeding three financial years on corporate social responsibility (CSR) Activities.which for the financial year ended 31* March 2024 amounts to ? 0.24 lakhs (As on 31-03-2023 - ? Nill). A CSR Committee has been formed by the Company as per the Act.

d) There are no related party transactions in relation to Corporate Social Responsibility in the current and previous year

e) There is no provision in the current and previous year pertaining to Corprate Social Responsibility

f) Details of CSR expenditure under Section 135(5) of the Companies Act. 2013 in respect of other than onvoinv projects

47 No proceedings has been initiated or pending against the Company or holding any benami property under Benami Transactions (Prohibition) Act 1988 (43 of 1988) and the rules made thereunder.

48 The Company has not been declared as a wilful defaulter by any bank or financial institution or other lender during the period.

49 Events after the Balance sheet date

The Board of Directors have recommended a final dividend of? 1.20/- per share to be paid on equity shares of ? 10/- each. This equity dividend is subject to approval by shareholders at the Annual General Meeting and has not been included as a liability in these financial statements. The proposed equity dividend is payable to all shareholders on the Register of Members. Dividends will be taxed in the hands of receipient, hence there will be no liability in the hands of Company.

50 Disclosure pursuant to Securities (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Section 186 of the Companies Act, 2013

The details of loans, guarantees and investments under Section 186 of the Companies Act read with the Companies (Meeting of Board and itspowcrs)ruIes 2014 are as follows;-

i) Details of investments are given in Note No 4

ii) Details of loans are given in Note No 5(a)

iii) Details of guarantees given are in Note No. 40.01

51 The Company does not have any surrendered or undisclosed income during the year in the tax asscssernnet under Income Tax Act 1961.

52 The company has an internal control system in place, including in relation to internal financial controls with reference to these Standalone Financial Statements, which is commensurate with the nature and size of its operations. These internal controls are reviewed / tested by the management / internal auditors on an ongoing basis and there arc no material weaknesses / deficiencies. Further strenghening of the internal control systems / improvements are being assessed / carried out by the management on a continuing basis.

53 The Company has complied with the number of layers prescribed under section 2(87) of The Companies Act 2013 read with Companies (Restriction on number of layers) Rules 2017.

54 Loans or advances to specified persons

No loans or advances in the nature of loans are granted to promoters, directors. Key Management Persons and related parties (as defined under the Companies Act) either severally or jointly with any other persons that are repayable on demand or without specyfying any terms or period of repayment

55 Relationship with Struck off Companies

As per the information available with the Company, the Company has no transaction with Company Struck of under section 248 of the The Companies Act 2013 or section 560 of The Companies Act 1956.

56 There has no charges or satisfication yet to be registered with ROC beyond the statutory period.

57 The Company has not advanced or loaned or invested funds (either borrowed fund or share

premium or any other sources or kind of funds) to any other person(s) or entity (ies), including foreign entities (intermediaries) with the understanding that the intermediary shall directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the company (ultimate beneficiaries) or Provide any guarantee, security or the like or to on behalf of the ultimate beneficiaries.

58 The company has not received any fund from any pcrson(s) or entity(ies) including foreign entities (Funding Party) with the understanding (whether recorded in writing or otherwise) that the company shall directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party (Ultimate Beneficiaries) or provide any gurantee, security or the like to or on behalf of the Ultimate Beneficiaries.

59. Audit Trail

As per the Ministry of Corporate Affairs (MCA) notification, proviso to Rule 3(1) of the Companies (Accounts) Rules, 2014.for the financial year commencing April 1, 2023, every company which uses accounting software for maintaining its books of account, shall use only such accounting software which has a feature of recording audit trail of each and every transaction, creating an edit log of each change made in the books of account along with the date when such changes were made and ensuring that the audit trail cannot be disabled.

The company has used accounting software for maintaining its books of account, which has a feature of recording audit trail (edit log) facility, except in respect of maintenance of payroll records wherein the accounting software did not have the audit trail feature, enabled throughout the year. Further, the audit trail facility has operated throughout the year for all relevant transaction in the software.

60 The borrowings obtained by the Company from banks and financial institutions have been applied for the purpose for which such loans were taken.

61 Leases:

The lease expenses for cancellable operating leases during the year ended 31^w March 2024 is ? 25.57 lakhs (3P‘ March 2023: \ 20.24 lakhs). The Company’s significant leasing arrangements in respect of operating lease, which includes cancellable leases generally ranging upto 11 months and are usually renewable by mutual consent on mutually agreeable terms. The aggregate lease rentals payable are charged as rent under Note No 32 to the financial statements.

62 The Financial Statements for the year ended 31“ March 2024 were approved by the Board of Directors on 29 May 2024.

63 Figures have been rounded off to the nearest Lakhs, except when otherwise indicated. Previous year figures have been regrouped / reclassified wherever necessary to correspond with current year classification / disclosure.

The accompanying notes form an intergra! part of these Standalone Financial Statements (1 to 63)

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Mar 31, 2023

(m) Provisions and Contingent liabilities Provisions

Provisions are recognised when, as a result of a past event, the Company has a legal or constructive obligation; it is probable that an outflow of resources will be required to settle the obligation; and the amount can be reliably estimated. The amount so recognised is a best estimate of the consideration required to settle the obligation at the reporting date, taking into account the risks and uncertainties surrounding the obligation. In an event when the time value of money is material, the provision is carried at the present value of the cash flows estimated to settle the obligation by discounting at a pre-tax rate that reflects current market assessments of the time value of money and the risk specific to the liability.

Contingent Liabilities

Contingent liabilities are disclosed when there is a possible obligation arising from past events, the existence of which will be confirmed only by the occurrence or non-occurrence of one or more uncertain future events not wholly within the control of the Company or a present obligation that arises from past events where it is either not probable that an outflow of resources will be required to settle or a reliable estimate of the amount cannot be made.

Contingent Assets

Contingent assets are neither recognised nor disclosed in the financial statements. However, when the realisation of income is virtually certain, then the related asset is not a contingent asset and is recognised.

(n) Government Grant

Government Grants are recognised where there is reasonable assurance that the grant will be received and all the attached conditions will be complied with. When the grant relates to an expense item, it is recognised as income on a systematic basis over the periods that the related costs, for which it is intended to compensate, are expensed. When the grant relates to an asset, it is recognised as income in equal amounts over the expected useful life of the related asset.

Government grants relating to the purchase of property, plant and equipment are included in current / non-current liabilities as deferred income and are credited to profit or loss on a straightline basis over the expected lives of the related assets and presented within other income.

(o) Revenue recognition

Revenue from Contracts with Customers

• Revenue is recognized on the basis of approved contracts regarding the transfer of goods or services to a customer for an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services.

• Revenue is measured at the fair value of consideration received or receivable taking into account the amount of discounts, incentives, volume rebates, outgoing taxes on sales. Any amounts receivable from the customer are recognised as revenue after the control over the goods sold are transferred to the customer which is generally on dispatch/delivery of goods.

• Variable consideration - This includes incentives, volume rebates, discounts etc. It is estimated at contract inception considering the terms of various schemes with customers and constrained until it is highly probable that a significant revenue reversal in the amount of cumulative revenue recognized will not occur when the associated uncertainty with the variable consideration is subsequently resolved. It is reassessed at end of each reporting period.

• Significant financing component - Generally, the Company receives short-term advances from its customers. Using the practical expedient in Ind AS 115, the Company does not adjust the promised amount of consideration for the effects of a significant financing component if it expects, at contract inception, that the period between the transfer of the promised good or service to the customer and when the customer pays for that good or service will be one year or less.

Export incentives are recognized on accrual basis, (except when there are significant uncertainties) based on estimated realizable value of such settlements.

Other income is recognized on accrual basis, (except when there are significant uncertainties). Dividend income is recognized when the right to receive payment is established, which is generally when shareholders approve the dividend. Interest income is recognised in the Statement of Profit and Loss using the effective interest method.

(p) Borrowing cost

Borrowing costs directly attributable to the acquisition, construction or production of assets that takes substantial period of time to get ready for their intended use, are capitalized. Other borrowing costs are recognized as expenditure for the period in which they are incurred.

(q) Income tax

The income tax expense comprises of current and deferred income tax. Income tax is recognised in the statement of profit and loss, except to the extent that it relates to items recognised in the other comprehensive income or directly in equity, in which case the related income tax is also recognised accordingly.

a. Current tax

Current tax in the Statement of Profit and Loss is provided as the amount of tax payable in respect of taxable income for the period using tax rates and tax laws enacted during the period, together with any adjustment to tax payable in respect of previous years. The payment made in excess / (shortfall) of the Company''s income tax obligation for the period are recognised in the balance sheet as current tax assets / liabilities.

b. Deferred tax

Deferred tax is recognised on temporary differences between the carrying amounts of assets and liabilities and the amounts used for taxation purposes (tax base), at the tax rates and tax laws enacted or substantively enacted by the end of the reporting period.

Deferred tax assets are recognised only to the extent that it is probable that future taxable profit will be available against which the temporary differences can be utilised.

Deferred tax assets are recognised for the future tax consequences to the extent it is probable that future taxable profits will be available against which the deductible temporary differences can be utilised.

Deferred tax assets and liabilities are offset when there is legally enforceable right to offset current tax assets and liabilities and when the deferred tax balances related to the same taxation authority. Current tax assets and tax liabilities are offset where the entity has a legally enforceable right to offset and intends either to settle on net basis, or to realize the asset and settle the liability simultaneously.

Deferred tax relating to items recognized outside profit or loss is recognized outside profit or loss (in other comprehensive income).

(r) Foreign Currency translation

The functional and presentation currency of the Company is Indian Rupee. In preparing the financial statements of the Company, on initial recognition transactions in foreign currencies, other than the Company''s functional currency are recognised at the rates of exchange prevailing at the dates of the transactions. Exchange difference arising on foreign exchange transactions settled during the year is recognised in the statement of profit and loss.

At the end of each reporting period, monetary assets and liabilities denominated in foreign currencies are translated at the rate prevailing at that date. The exchange gain/loss arising during the year is recognised in the Statement of Profit and Loss.

The non-monetary items that are measured at historical cost in a foreign currency are translated using the exchange rate at the date of the transaction. Non- monitory items that are measured at fair value in a foreign currency are translated using the exchange rates at the date when the fair value is measured.

(s) Leases

The company assesses whether a contract contains a lease, at inception of a contract. A contract is, or contains, a lease if the contact conveys the right to control the use of an identified asset for a period of time in exchange for consideration. The assessment involves the exercise of judgement about whether :

a) the contract involves the use of identified asset;

b) the company has substantially all of the economic benefits from the use of the asset through the period of lease, and

c) the company has the right to direct the use of the asset.

i) As a lessee

The Company recognises a right-of-use of asset and lease liability at the lease commencement date. The right of use of asset is initially measured at cost, which comprise the initial amount of the lease liability adjusted for any lease payments made at or before the commencement date, plus any initial direct cost incurred and an estimate of cost to dismantle and remove the underlying assert or the site on which it is located, less any lease incentives received.

The right to use of asset is subsequently depreciated using the straight line method from the commencement date to the earlier of the end of useful life of the right-of-use of asset or the end of the lease term. The estimated useful life of the right-of-use of asset are determined on the same basis as those of property and equipment. In addition, the right-to- use of assets periodically reduced by impairment losses. If any, and adjusted for certain re-measurements of the lease liability.

The lease liability is initial measured at the present value of the lease payments that are not paid the commencement date, discounted using the interest rate implicit in the lease or, if that rate cannot be readily determined, the Company''s incremental borrowing rate. Generally, the Company uses its incremental borrowing rate as the discount rate.

Subsequently the lease liability is measured at amortised cost using the effective interest method. It is remeasured when there is a change in future lease payments arising from a change in an index or rate. If there is a change in Company''s estimate of the amount expected to be payable under a residual value guarantee, or if Company changes its assessment of whether it will exercise a purchase, extension or termination option.

When the lease liability is remeasured in this way, a corresponding adjustment is made to the carrying amount of the right of use of asset, or is recorded in profit or loss if the carrying amount of the right-of-use asset had been reduced to zero.

Short term leases and leases of low value assets

The Company has elected not to recognise right-of-use assets and lease liabilities for short term leases of real estate properties that have a lease term of 12 months. The Company recognises the lease payments associated with these leases as an expense on a straight line basis over the lease term.

ii. As a lessor

Lease income from operating leases where the Company is a lessor is recognised in income on a straight line basis over the lease term unless the receipts expected are structured to increase in line with the expected general inflation to compensate for the expected inflationary cost increases. The respective leased asset are included in the balance sheet based on their nature.

(t) Earnings per share

Basic earnings per share is computed by dividing the net profit for the period attributable to the equity shareholders of the Company by the weighted average number of equity shares outstanding during the period. The weighted average number of equity shares outstanding during the period and for all periods presented is adjusted for events, such as bonus shares, other than the conversion of potential equity shares that have changed the number of equity shares outstanding, without a corresponding change in resources.

For the purpose of calculating diluted earnings per share, the net profit for the period attributable to equity shareholders and the weighted average number of shares outstanding during the period is adjusted for the effects of all dilutive potential equity shares.

(u) Segment Reporting

Operating segments are reported in a manner consistent with the internal reporting provided to the chief operating decision maker. The company is engaged in the business of manufacture and sale of wood based products, which form broadly part of one product group and hence constitute a single business segment.

(v) Cash Flow Statement

Cash flows are reported using the indirect method, whereby profit / (loss) after tax is adjusted for the effects of transactions of non-cash nature and any deferrals or accruals of past or future cash receipts or payments. The cash flows from operating, investing and financing activities of the Company are segregated based on the available information.

(w) Recent accounting pronouncements - Standards issued but not effective on Balance Sheet date

The Ministry of Corporate Affairs has vide notification dated 31 March 2023 notified Companies (Indian Accounting Standards) Amendment Rules, 2023 which amends certain accounting standards, and are effective 1 April 2023. The company is in the process of evaluating the impact of these amendments on the financial statements and expects the amendments will not have a material impact on the Company in the current or future reporting periods.

17.01 Description of nature and purpose of each reserve

i) Capital Reserve - Capital reserve was created during the earlier years.

ii) Capital Redemption Reserve - This reserve was created at the time of Redemption of Preference Shares. During the FY 2017-18 '' 190.00 lakhs was created and '' 1130.00 lakhs was created during earlier years.

iii) Securities Premium Reserve - Securities premium reserve is used to record the premium on issue of shares. The reserve is utilised in accordance with the provisions of the Act.

iv) Export profit Reserve - This reserve was created out of profit during the earlier years.

v) General Reserve - General reserve is created from time to time by way of transfer of profit from retained earnings for appropriation purpose. General reserve is created by transfer from one component of equity to another and is not an item of Other Comprehensive Income.

vi) Retained Earnings - Retained Earnings are the profits, that the company has earned till date, less any tranfer to General Reserve, dividend or other distributions paid to shareholders.

vii) Equity Instrument through Other Comprehensive Income (OCI) - This represents the cumulative gains and losses arising on the revaluation of equity instruments measured at fair value through other Comprehensive income, under an irrevocable option, net of amounts reclassified to retained earnings when such assets are disposed off.

viii) Remeasurement of Net Defined Benefit Plan through Other Comprehensive Income (OCI): This represents re-measurement gains and losses on post employment defined benefit plans recognised in other comprehensive income in accordance with Ind AS 19, "Employee Benefits"

17.02Dividend Distributed and Proposed

i) The Board of Directors at its meeting held on 29th May 2023 has proposed equity dividend of '' 1.00/- (FY 2021-22 - '' 0.80/-) per share of '' 10 /- each for the Financial Year ended 31st March, 2023.

The dividend proposed by Directors are subject to approval of shareholders at the annual general meeting. The proposed dividend of '' 84.87 Lakhs ( FY 21-22''67.90 Lakhs) have not been recognised as liability.

Sensitivity Analysis :

The Sensitivity analysis has been determined based on the exposure to equity price risk at the end of the reporting period. A 10% change in equity prices of such securities held as at March 31,2023 & March 31, 2022, would result in an impact of '' 8.47 lakhs and '' 7.78 lakhs respectively on equity before considering tax impact. c) Credit risk :

Credit risk refers to the risk that a counter party will default on its contractual obligations resulting in financial loss to the Company. The company is exposed to credit risk from its operating activities predominantly trade receivables,foreign exchange transactions, loans and other financial assets. For these financial instruments, company generally doesn''t have collateral.

a) Trade Receivables

Customer and vendor credit risk is managed by business through the Company''s established policy, procedure and control relating to credit risk management. Outstanding customer receivables are regularly monitored. An impairment analysis is performed for all major customers at each reporting date on an individual basis. The impairment calculations are based on historical data. Trade Receivables generally having a credit period of 30 to 90 days.There is no material expected credit loss based on the past experience. However, the Company assesses the impairment of trade receivables on case to case basis and has accordingly created loss allowance.

b) Other financial assets

With regard to all the financial assets with contractual cashflows other than trade receivable, management believes these are quality assets with negligible credit risk. However, the Company assesses the impairment loss on loans, investments and other financial assets on case to case basis and has accordingly created loss allowance.

48 Events after the Balance sheet date

The Board of Directors have recommended a final dividend of '' 1.00 /- per share to be paid on equity shares of '' 10/- each. This equity dividend is subject to approval by shareholders at the Annual General Meeting and has not been included as a liability in these financial statements. The proposed equity dividend is payable to all shareholders on the Register of Members. Dividends will be taxed in the hands of receipient, hence there will be no liability in the hands of Company.

49 Disclosure pursuant to Securities ( Listing Obligations and Disclosure Requirements) Regulations, 2015 and Section 186 of the Companies Act, 2013

The details of loans, guarantees and investments under Section 186 of the Companies Act read with the Companies (Meeting of Board and its powers) rules 2014 are as follows;-

i) Details of investments are given in Note No 4

ii) Details of loans are given in Note No 5(a)

iii) Details of guarantees are given in Note No 40.01

50 The Company does not have any surrendered or undisclosed income during the year in the tax assessemnet under Income Tax Act 1961.

51 The company has an internal control system in place, including in relation to internal financial controls with reference to these Standalone Financial Statements, which is commensurate with the nature and size of its operations. These internal controls are reviewed/tested by the management/internal auditors on an ongoing basis and there are no material weaknesses/ deficiencies. Further strenghening of the internal control systems/improvments are being assessed/carried out by the management on a continuing basis.

52 The Company has complied with the number of layers prescribed under section 2(87) of The Companies Act 2013 read with Companies (Restriction on number of layers) Rules 2017.

53 Loans or advances to specified persons

No loans or advances in the nature of loans are granted to promoters, directors, Key Management Persons and related parties (as defined under the Companies Act) either severally or jointly with any other persons that are repayable on demand or without specyfying any terms or period of repayment

54 Relationship with Struck off Companies

As per the information available with the Company, the Company has no transaction with Company Struck of under section 248 of the The Companies Act 2013 or section 560 of The Companies Act 1956.

55 There has no charges or satisfication yet to be registered with ROC beyond the statutory period.

56 The Company has not advanced or loaned or invested funds (either borrowed fund or share premium or any other sources or kind of funds) to any other person(s) or entity (ies), including foreign entities(intermediaries) with the understanding that the intermediary shall directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the company (ultimate beneficiaries ) or Provide any guarantee, security or the like or to on behalf of the ultimate beneficiaries.

57 The company has not received any fund from any person(s) or entity(ies) including foreign entities (Funding Party ) with the understanding ( whether recorded in writing or otherwise) that the company shall directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party ( Ultimate Beneficiaries) or provide any gurantee, security or the like to or on behalf of the Ultimate Beneficiaries.

58 The borrowings obtained by the Company from banks and financial institutions have been applied for the purpose for which such loans were taken.

59 Leases:

The lease expenses for cancellable operating leases during the year ended 31st March 2023 is '' 20.24 lakhs ( 31st March 2022: '' 23.84 lakhs)The Company''s significant leasing arrangements in respect of operating lease, which includes cancellable leases generally ranging upto 11 months and are usually renewable by mutual consent on mutually agreeable terms. The aggregate lease rentals payable are charged as rent under Note No 32 to the financial statements.

60 The Financial Statements for the year ended 31st March 2023 were approved by the Board of Directors on 29 May 2023.

61 Figures have been rounded off to the nearest Lakhs, except when otherwise indicated. Previous year figures have been regrouped/reclassified wherever necessary to correspond with current year classification/disclosure.

The accompanying notes form an intergral part of these Standalone Financial Statements ( 1 to 61 )

For and on behalf of the Board of Directors As per our separate report of even date attached

Sd/- Sd/- Sd/- For Sankar & Moorthy

P.K MAYAN MOHAMED T.BALAKRISHNAN R.BALAKRISHNAN C;^hart R^red A^Cc ountantS

Managing Director Chairman CFO&Company Secretary ^{Firm Reg}. ^{No 0035}Sd/

« OOOiern ^(DIN: 00052⁹22) Me ⁷¹¹⁹ ) JAYAPRAKESH MC, ICAi

Date 29/05/2023 ^{(Partner) Mem 215562}

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Mar 31, 2012

1.1 Terms/ Rights Attached to Equity Shares

The Company has only one class of equity shares having par value of Rs. 10/ each. Each holder of the equity share is entitled to one vote per share. The dividend proposed by the Board of Directors is subject to the approval of the shareholders at the ensuing Annual General Meeting.

In the event of liquidation of the Company, the equity shareholders will be entitled to receive the remaining assets of the Company, after distribution of all preferential amounts. The distribution will be in proportion to the number of equity shares held by the shareholders.

1.2 Terms of redemption of Preference Shares

Each holder of preference share is entitled to one vote per share on a resolution placed before the Company which directly affect the rights attached to the preference shareholders. All preference shares outstanding at the end of the year are redeemable at par on 30th January 2014 and carry cumulative dividend @ 6%.

2 The details of Provisions and Contingent Liabilities are as under. (Disclosed in terms of Accounting Standard -29 on Provisions, Contingent Liabilities & Contingent Assets notified by the Companies (Accounting Standards) Rules, 2006.

31.03.2912 31.03.201 (Rs.) (Rs.) 2.1. Contingent Liabilities

a) Letters of credit 42,231,157 1,619,235

b) Bank guarantees 944,155 4,474,250

c) Bills discounted 1,214,907 6,600,102

d) Claims against the Company, not acknowledged as debts: Claim for Recompense (See Note below) 50,000,000

2.1 (a) IFCI Ltd has raised a claim of Rs.5,00,00,000/- to recompense the sacrifices granted by them in an earlier year, which has not been accepted by the company. No provision has been made in the accounts, pending settlement of the claim on negotiations with IFCI Ltd.

3 Additional Information

4 As part of company''s risk management policy, the exchange risks arising from foreign currency fluctuations are partly hedged by forward contracts.

5 Estimated amount of contract remaining to be executed on capital account and not provided for Rs.Nil (PY Rs.20,35,000)

6 In the opinion of the Directors, Loans and Advances and Other Current Assets, have the value at which they are stated in the Balance Sheet, if realised in the ordinary course of business.

7 The figures in brackets, unless otherwise stated represents figures for the previous year. Figures of the previous year have been regrouped / recast where ever necessary to suit the classification/ disclosure of current year.

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Mar 31, 2011

1. The company has taken steps to identify the suppliers who qualify under the definition of Micro and Small Enterprises, as defined underthe Micro Small and Medium Enterprises Development Act 2006. Based on available information, there are no balances outstanding as payable to such suppliers at the year end. In the opinion of the management there are no amounts paid/ payable towards interest under the said statute.

2. The company''s appeal against disallowance of Value Added Tax (VAT) refund claims for an earlier assessment year, carried as receivable under Other Current Assets, had been allowed by the appellate authority in the preceding year and remanded back to the assessing officer for fresh consideration, which is pending. In the opinion of the management, the said claim amounting to Rs 102.81 lakhs (Rs 102.81 lakhs) is fully realisable.

3. As part of company''s risk management policy, the exchange risks arising from foreign currency fluctuations are partly hedged by forward contracts.

4. In the opinion of the Directors, the current assets, loans and advances have the value at which they are stated in the Balance Sheet, if realized in the ordinary course of business.

c) Remuneration to Managing Director in (a) above is as increased during the year, which is within the limits specified under Schedule XIII of the Companies Act 1956 and includes Rs 3,50,000/

- relating to the period from 15th January 2010 to 31st March 2010. In view of inadequacy of profits in the current year, necessary special resolution as per Schedule XIII of the Companies Act, 1956 is being taken at the ensuing Annual General Meeting of the company.

5. Credit for Income-tax paid under Minimum Alternate Tax (MAT) in earlier years Rs 122.55 lakhs (Nil) has been recognized in the accounts to the extent available for set off against current tax liability of the year. Credit for balance amount of MAT paid Rs 152.23 lakhs (Rs 274.78 lakhs), which is eligible for set off against future tax liability, subject to the applicable provisions of the Income Tax Act, 1961, has not been recognized in the accounts as a matter of prudence.

Capital Commitment towards Joint Venture Outstanding: Rs.54.65 Lakhs [USD 1.21 Lakhs] (Rs.71.54 Lakhs [USD 1.58 Lakhs])

6. Disclosures required under Accounting Standard 15 - "Employee Benefits".

1. Defined Contribution Plans During the year the following amounts have been recognised in the Profit and Loss Account on account of defined contribution plans.

7. Related Party Disclosures in terms of Accounting Standard-18 prescribed in the Companies (Accounting Standard) Rules, 2006 are furnished below.

8. The estimated amount of contracts remaining to be executed on Capital Account net of advances not provided for Rs 20.35 Lakhs (Nil).

9. The figures in brackets, unless otherwise stated represent figures for the previous year. Previous year figures have been regrouped / recast wherever necessary to suit the classification / disclosure of the current period.

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Mar 31, 2010

1. The company has taken steps to identify the suppliers who qualify under the definition of Micro and Small Enterprises, as defined under the Micro Small and Medium Enterprises Development Act 2006. Based on available information, there are no balances outstanding as payable to such suppliers at the year end. In the opinion of the management there are no amounts paid/ payable towards interest under the said statute.

2. The Assistant Commissioner, Commercial Taxes had in the preceding year disallowed the companys claim for refund of Value Added Tax for the year 2007-08 aggregating to Rs 102.81 lakhs, against which the company had filed an appeal before the Deputy Commissioner (Appeals), Calicut. During the year the appellate authority has remanded the matter back to the assessing authority for fresh consideration. Based on legal advice, the management is of the opinion that the said claim receivable, included under Other Current Assets is fully realisable.

3. As part of companys risk management policy, the exchange risks arising from foreign currency fluctuations are partly hedged by forward contracts.

4. (a) In the opinion of the Directors, the current assets, loans and advances have the value at which they are stated in the Balance Sheet, if realized in the ordinary course of business.

(b) There are certain old outstanding Advances and Debtors which in the opinion of the management are considered good and realisable for which necessary steps for recovery are being seriously pursued.

(c) All known liabilities other than contingent liabilities are provided for.

5. Credit for Income-tax provided/paid under Minimum Alternate Tax (MAT), which can be set off against the future tax liability, subject to the applicable provisions of the Income Tax Act, 1961, has not been considered as a matter of prudence.

6. The company has a joint venture agreement with ERA INTERMERGE SDN BHD, Malaysia for establishing a joint venture company with them styled ERA & WIP Timber JV SDN. BHD for setting up a factory in Malaysia for manufacture of Veneers.

7. The company has taken on lease certain land and building of subsidiary companies. The lease rent paid Rs 1.68 Lakhs (Rs 0.20 Lakhs) has been included under Rent under Schedule-12.

8. Insurance claim preferred in an earlier year amounting to Rs. 100.00 Lakhs (Rs. 100.00 Lakhs) in respect of loss of materials in a fire accident at the factory premises, is pending admittance by the insurance company and has not been taken credit for, as a matter of prudence.

9. Disclosures required under Accounting Standard 15 - "Employee Benefits".

10. Related Party Disclosures in terms of Accounting Standard-18 prescribed in the Companies (Accounting Standard) Rules, 2006 are furnished below. Related party & Relationship:



Subsidiary companies - Kohinoor Saw Mills Company Limited

- Southern Veneers & Wood Works Limited

Joint Venture - ERA & WIP TIMBER (JV) SDN, Penang

Key Managerial Personnel - Mr. P. K Mohammed - Managing Director

Mr.P.K Mayan Mohammed - Executive Director

Relatives of Key Managerial Personnel Mr. P.K Hashim, Mrs. P.K Mariam, Mr. P.K Mehaboob,

Mr. P K Saquib, Mr. P.K Asif, Mr. P K Harris, Mrs. P.K Jameela, Mrs. P K Rafia, Mrs. Liza, Estate of Late A K Kader Kutty.

Enterprises over which key management - Windmach Sports Accessories (P) Limited.

personnel or their relatives are able to - Classic Sports Goods (P) Limited.

exercise significant influence - Kontiki Chemicals & Pharmaceuticals (P) Limited.

- Universal Transport Co.

- Western Fibre and Allied Products (P) Ltd.

- Wood Plast Industries.



11. Contingent liabilities not provided for:

( Rs. In thousands)

Contingent Liabilities 31.03.2010 31.03.2009

a) On letters of credit 12,229 7,588

b) On bank guarantees 5,365 4,012

c) On bills discounted 5,960 -



d) Claims against the Company, not acknowledged as debts _

(i) Disputed Liquidated damages on Provident Fund

pending on appeal - 1,628

(ii) Disputed Sales Tax Demand pending on appeal - 1,087

(iii) Disputed Income Tax Demand pending appeal (against which Rs.3,000 has been paid under protest) 10,928 12,246

(iv) Disputed Service Tax demands on appeal 630 630

e) The estimated amount of contracts remaining to be

executed on Capital Account net of advances not provided for Nil Nil

12. The figures in brackets, unless otherwise stated represent figures for the previous year. Previous year figures have been regrouped / recast wherever necessary to suit the classification / disclosure of the current period.

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Mar 31, 2009

1. The company has taken steps to identify the suppliers who qualify under the definition of Micro and Small Enterprises, as defined under the Micro Small and Medium Enterprises Development Act 2006. Based on available information, there are no balances outstanding as payable to such suppliers at the year end. In the opinion of the management there are no amounts paid/ payable towards interest under the said statute.

2. (a) The Government of Kerala had vide order dated 14th June 2005 sanctioned -deferment of arrears of sales tax collected by the Company for a period of three years, to be paid in five yearly installments together with interest @ 6%. During the year a part of the above sales tax liability amounting to Rs 78.41lakhs has been settled under an amnesty scheme declared by the department. The balance liability aggregating to Rs 41.89 lakhs (Rs 120.30 lakhs) has been disclosed under Unsecured Loans. (b) Rates and Taxes includes Rs.96.74 lakhs (Nil), being disputed Sales tax liabilities of earlier years settled during the year under the Amnesty Scheme of the Government of Kerala.

3. The Assistant Commissioner, Commercial Taxes has disallowed the companys claim for refund of Value Added Tax for the year*2007-08 aggregating to Rsl02.81 lakhs. The company has filed an appeal before the Deputy Commissioner (Appeals), Calicut against the said order. Based on legal advice, the management is of the opinion that the said claim receivable, included under Other Current Assets is fully realisable.

4. In the opinion of the management, there is no impairment in the carrying cost of Fixed Assets of the company in terms of the Accounting Standard -28 prescribed in the Companies (AccountingStandard) Rules, 2006.

5. (a) In the opinion of the Directors, the current assets, loans and advances have the value at which they are stated in the Balance Sheet, if realized in the ordinary course of business.

(b) There are certain old outstanding Advances and Debtors which in the opinion of the management are considered good and realisable for which necessary steps for recovery are being seriously pursued.

(c) All known liabilities other than contingent liabilities are provided for.

6. The Company is engaged in the business of manufacture and sale of wood based products, which form broadly part of one product group and hence constitutes a single business segment. However based on geographical factors reportable geographic segments have been identified as Export Sales and Domestic Sales. The segment wise information pertaining to the reportable geographical segments is as follows.

Capital employed as also assets and liabilities of the Company are not capable of being stated separately segment-wise since all the assets and liabilities are held under composite undertaking for both the geographic segments.

7. The Income-tax provided/paid under Minimum Alternate Tax ( MAT), which can be set off against the future tax liability, subject to the applicable provisions of the Income Tax Act, 1961, has not been considered as a matter of prudence.

8. Preference dividend recognised in the Profit and Loss Account for the year includes arrears of cumulative dividend payabLe Rs. 273.25 Lakhs (Nil) after giving effect to the reductions in dividend agreed by shareholders.

9. During the preceding year the company had entered into a joint venture agreement with ERA INTERMERGE SDN BHD,Malaysia for establishing a joint venture company with them styled ERA & WIP Timber JV SDN. BHD for setting up a factory in Malaysia for manufacture of Veneers.

In terms of the agreement the Company had supplied machinery/equipments to the new joint venture company in the preceding year, against which 3,91,500 shares of RM 1 each valued at Rs 46.12 lakhs has been allotted during the year.

The Companys interest in the joint venture is reported as long-term investment and stated at cost. The Companys share in the assets and liabilities as at the 31.3.2009 and in the income and expenses for the year then ended, without elimination of the effect of transactions, if any, between the Company and the joint venture, is as follows, which is based on the unaudited financial statements of the entity as at 31st March 2009, furnished by the entity (since audit of the entity has been done for the year ended 31st December 2008):

10. LEASE ACCOUNTING

Operating Leases

The company has taken on lease Land and building of a subsidiary company for a period of eleven months from 1st December 2008. The license fee of Rs. 5000 per month has been included under Rent under Schedule 12.

11. Extraordinary item in the preceding year represents loss of materials in a fire accident at the factory premises. The Insurance claim preferred in the previous year amounting to Rs. 100.00 Lakhs (Rs. 100.00 Lakhs) is pending admittance by the insurance company and has not been taken credit for as a matter of prudence.

12. Employee benefits

i. Disclosures required under Accounting Standard 15 - "Employee Benefits" (Revised 2005)

1. Defined Contribution Plans

During the year the following amounts have been recognised in the Profit and Loss Account on account of defined contribution plans.

(Rs in lakhs)

The above disclosures are based on information furnished by the independent actuary and relied upon by the auditors.

2. Long Term Employee Benefits

THE WESTERN INDIA PLYWOODS LIMITED

Registered Office : Baliapatam, Cannanore-670 010

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Mar 31, 2008

1. The Company has initiated the process of identifying the suppliers who qualify under the definition of micro and small enterprises, as defined under the Micro, Small and Medium Enterprises Development Act 2006. Since no intimation has been received from the suppliers regarding their status under the said Act as at 31st March 2008, disclosure relating to amounts unpaid as at the year end, if any, have not been furnished. In the opinion of the management, the impact of interest, if any, that may be payable in accordance with the provisions of the Act is not expected to be material.

2. The Government of Kerala vide order Dated 14.6.2005, had sanctioned deferment of arrears of Sales Tax collected by the Company in earlier years for a period of three years to be paid in five yearly instalments together with interest @ 6% p.a. and accordingly the amount of such arrears of Sales Tax aggregating to Rs. 120.30 Lakhs has been shown under Unsecured Loans in the Balance Sheet. The deferred tax liability on account of Sales Tax is repayable in 5 instalments commencing from 2009.

3. In the opinion of the management, there is no impairment in the carrying cost of Fixed Assets of the Company in terms of the Accounting Standard - 28 issued by the Institute of Chartered Accountants of India.

4. In the opinion of the Directors, the current assets, loans and advances have the value at which they are stated in the Balance Sheet, if realized in the ordinary course of business.

5. During the year the Company has entered into a joint venture agreement with ERA INTERMERGE SDN BHD, Malaysia, for establishing a joint venture Company with them for setting up a factory in Malaysia, for manufacture of Veneers.

In terms of the Agreement, the Company has supplied machinery/equipments valued at Rs.46.50 Lakhs to the new Company formed for this purpose in Malaysia by the said Foreign Company, but the equity shares in the Joint Venture Company to be allotted to the Company as consideration for supply of the machinery, as above, has not yet been allotted, pending compliance of certain regulations/formalities required in connection therewith. Since the joint venture arrangement is yet to come into effect for the said reason, the amount due to the Company for supply of machinery as above has been included in Sundry Debtors, under Current Assets and the entire profit on sale thereof has been taken credit for in the Profit & Loss Account.

6. Extraordinary item represents value of materials lost in fire accident at the factory premises during the year. The Insurance claim preferred is pending admittance and will be accounted as and when accepted.

7. Employee benefits

i. Consequent to the adoption of Accounting Standard - 15 "Employee Benefits" with effect from 1st April 2007, the transitional obligations of the Company, representing the difference between the liability in respect of various employee benefits determined under the above AS-15 and as per the pre-revised AS-15, as at 1st April, 2007, amounting to Rs 114.66 Lakhs (Credit) have been adjusted towards opening balance of General Reserves.

ii. Disclosures required under Accounting Standard - 15 "Employee Benefits" (Revised 2005)

1. Defined Contribution Plans

During the year the following amounts have been recognised in the Profit and Loss Account on account of defined contribution plans.

8. Contingent Liabilities not provided for: [Rs in thousands] Contingent Liabilities 31.03.2008 31.03.2007

a) On Letters of credit 10,061 28,147

b) On bank guarantees 4,816 8,009

c) On bills discounted 1,473 5,119

d) Claims against the Company, not acknowledged as debts (i) Disputed Liquidated damages on Provident Fund on appeal 1,628 1,656 (ii) Disputed Sales Tax Demand on appeal 11,134 3,514 (iii) Disputed Service Tax demands on appeal 630 -

e) Arrears of Cumulative Preference Dividend- (i) On 2,50,000 14.5% Redeemable Cumulative Preference Shares of Rs. 100/-each* 24,125 21,625 (ii) On 2,00,000 8% Redeemable Cumulative Preference Shares of Rs. 100/-each 3,200 1,600

*The other Preference shareholders have waived their claim towards cumulative Dividends due to them

f) The estimated amount of contracts remaining to be executed on Capital Account, net of advances not provided for. Nil Nil

9. The figures in brackets, unless otherwise stated represent figures for the previous year. Previous year figures have been regrouped/recast wherever necessary to suit the classification / disclosure of the current period.

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Mar 31, 2007

Share Capital Notes 1) a) 3,980 Equity Shares issued as fully paid-up pursuant to a contract without payment being received in cash

b) 3,61,169 Equity Shares issued as fully paid-up by way of Bonus Shares by Capitalisation of Reserves

2) 10,000 shares redeemed on 31st of March 2001 , 25,000 shares in May 2001 and 5,000 shares in August 2001

3) Allotted on 11th December,1999 repayable in 3 equal instalments at the end of 6th, 7th and 8th years at par

4) Allotted on 1st July 2000, to be redeemed on 30th June 2003 subject to put / call option after 18 months from the date of allotment

5) Allotted on 31st March, 2006 repayable on 7.12.2009 and 7.12.2010 at par

6) Allotted on 31st March, 2006 repayable on 7.12.2013, 7.12.2014 and 7.12.2015 at par

7) Figures in brackets represent figures of the previous period.

Secured loans Notes 1 Term loans from IFCI is secured on a paripassu basis by Mortgage of all Fixed Assets, present and future and a floating charge on machinery spares of the Company

2 Term loans from KSIDC is secured on paripassu basis by Mortgage of all immovable properties, present and future, and movable properties, including Machinery, Machinery spares, tools and accessories, present and future (save and except book debts), subject to prior charges created or to be created except exclusive charge given to State Bank of India and Indian Overseas Bank as stated in Note 3 below. The loan is also secured by way of mortgage of land of subsidiary company M/ s.Kohinoor Saw Mill Company Ltd together with Buildings,Plant and Machinery and Fixed Assets and Fittings thereon and 3.10Acres of land, Buildings, Plant and Machinery and Fixed Assets and Fittings of Subsidiary company M/s Southern Veneers and Woodworks Ltd.

3 Term loan from State Bank of India and Indian Overseas Bank is secured by mortagage of 3.86acres and 55.62 cents of land,PCB plant and High Pressure Compreg Press situated in Hardboard plant.

4 The Cash Credit / Packing Credit/working Capital availed from 5 banks on a consortium basis is secured by Hypothecation of Raw Materials, Work In Process, Finished Goods and receivables and a second charge on Fixed Assets of the Company.

5 All the above finances have been secured by personal guarantee of Managing Director and Executive Director

1. The accounts of the Company have been drawn up for the current year ended 31.03.2007 and the figures for the period are not as such comparable with those of the previous period of Six months ended on 31.03.2006.

2. The net deferred tax asset relatable to unabsorbed depreciation/others as at the year end have not been recognised in the accounts as a matter of prudence, in accordance with Accounting Standard for Taxes on Income (AS-22) issued by the Institute of Chartered Accountants of India.

3. The Company is engaged in the business of manufacture and sale of wood based products, which form broadly part of one product group and hence constitutes a single business segment. In view of the above, there are no segment wise reports to be disclosed in terms of Accounting Standard- 17 issued by the Institute of Chartered Accountants of India.

4. (a) In the opinion of the Directors, the current assets, loans and advances have the value at which they are stated in the Balance Sheet, if realized in the ordinary course of business.

(b)There are certain old outstanding debtors considered good for which necessary steps for recovery are being seriously pursued.

5. As per the information available with the Company, the dues to small-scale undertakings outstanding for more than 30 days are Rs.1.16 lakhs (Rs. 0.70 lakhs), M/S Plastic Resins & Chemicals Rs. 0.14 lakhs (Rs. 0.14 lakhs),M/s Samco Plastics Products Rs. 0.31 lakhs (Rs.0.46 lakhs), M/s Kaveri Corporation Rs. 0.08 lakhs (Rs.0.08 lakhs.), .M/S Union printing House Rs.0.18 lakhs (Nil).

6. The Government of Kerala vide order Dated 14.6.2005, had sanctioned deferment of arrears of sales tax collected by the Company in earlier years (and shown under Liability for sales tax) for a period of three years to be paid in five yearly instalments together with interest @ 6% and accordingly the amount of such arrears of sales tax aggregating to Rs.119.77 lakhs has been shown under Unsecured Loans in the Balance sheet. The deferred tax Liability on account of Sales Tax is repayable in 5 instalments commencing from 2009.

7. The company has in its Annual General Meeting held on 19th August 2006, decided to subdivide each Equity shares of Rs.100/- each into 10 Equity shares of 10/- each as on 6th December 2006(record date).The company has issued fresh Share certificates of Rs.10/- each in lieu of the old Share certificate of Rs.100/- each.

8. In the opinion of the management, there is no impairment in the carrying cost of Fixed Assets of the company in terms of the Accounting Standard -26 issued by the Institute of Chartered Accountants of India.

9. The Gratuity liability of the company is covered by Group Gratuity Cum Assurance scheme of the LIC of India Having regard to the Actuarial valuation of accruing liability towards Gratuity obtained during the year, the management is of the opinion that the present provision towards Gratuity made in the Accounts of the company is adequate and no further provision is necessary.

10. The figures in brackets, unless otherwise stated represent figures for the previous period. Previous periods figures have been regrouped/recast wherever necessary to suit the classification / disclosure of the current period.

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Mar 31, 2006

1. The deferred tax assets relatable to unabsorbed loss, depreciation/others as at the period ended at the said date have not been recognised in the accounts as a matter of prudence in view of the attached uncertainties, in accordance with Accounting Standard for Taxes on Income (AS-22) issued by the Institute of Chartered Accountants of India.

2. The Company is engaged in the business of manufacture and sale of wood based products, which form broadly part of one product group and hence constitutes a single business segment. In view of the above, there are no segment wise reports to be disclosed in terms of Accounting Standard-17 issued by the Institute of Chartered Accountants of India.

6. Remuneration to Auditors

[Rs in thousands] 31.3.2006 30.9.2005

For: Statutory Audit 1,00 2,25

Tax Audit 60 60

Other services (Limited Review) 20 90

Travelling and out of pocket expenses 2 30

7. (a) In the opinion of the Directors, the current assets, loans and advances have the value at which they are stated in the Balance Sheet, if realized in the ordinary course of business.

(b)There are certain old outstanding debtors considered good for which necessary steps for recovery are being seriously pursued.

8. As per the information available with the Company, the dues to small-scale undertakings outstanding for more than 30 days are Rs.1.16 lakhs (Rs. 0.70 lakhs), M/S Plastic Resins & Chemicals Rs. 0.14 lakhs (Rs. 0.14 lakhs), M/s Samco Plastics Products Rs. 0.46 lakhs (Rs.0.38 lakhs), M/s Kaveri Corporation Rs. 0.08 lakhs (Rs.0.08 lakhs.), M/s Amar Foam Rubber Industries Rs. 0.23 lakhs (Nil), M/S Union printing House Rs.0.18 lakhs (Nil) and M/s Malabar Printers Rs. 0.07 lakhs (Nil)

9. The Company had received an amount of Rs.255 lakhs from a Company in prior years as trade advance under an agreement and since the terms of the said agreement could not be put through, the agreement was rescinded by mutual consent and settlement, as per the terms under which, the said party has waived the amount of advance of Rs.255 lakhs paid as above and accordingly the said amount has been written back to Profit and Loss account for the period as Extraordinary Income.

10. The Government of Kerala vide order Dated 14.6.2005, had sanctioned deferment of arrears of sales tax collected by the Company in earlier years (and shown under Liability for sales tax) for a period of three years to be paid in five yearly instalments together with interest @ 6% and accordingly the amount of such arrears of sales tax aggregating to Rs.119.77 lakhs has been shown under unsecured loan in the Balance sheet.

11. During the period, the Company has capitalized the machinery for Pre Compress Press Board acquired and under installation in previous period, after completion of trial runs, on 1.1.2006, together with the expenditure on trial runs consisting of materials consumed Rs 21.93 lakhs (including for previous period Rs3.66 lakhs), interest on loans Rs 1.21 lakhs (including Rs 0.39 lakhs for previous period) and other incidental expenses Rs 11.61 lakhs (including Rs 7.81 lakhs for previous period) net of sales of trial run production Rs 22.92 lakhs (including Rs5.61 lakhs for previous period)

12. In terms of the proposal of the Company for settlement of its outstanding dues to Industrial Finance Corporation of India Ltd (IFCI) on One Time Settlement(OTS), the said financial institution vide its letter dated 10.11.2005 has agreed, in principle, to accept the settlement of dues as on 30.9.2005 at an aggregate sum of Rs.3123.27 lakhs and accordingly the amount waived representing accumulated interest of Rs.1477.92 lakhs was written back to Profit and Loss account in the previous period ended 30.9.2005. In terms of the settlement, preference shares were allotted to IFCI for Rs.923.27 lakhs during the current period, and the balance of loan outstanding net of payments made during the period, is shown under Secured Loans in the Balance Sheet.

13. The fixed assets of the Company have been technically evaluated by an independent expert agency in February 2005, as per which there was no impairment in the carrying cost of Fixed Assets of the Company in terms of the Accounting Standard-26 issued by the Institute of Chartered Accountants of India, which position continues as on 31.3.2006, as assessed by the Management.

14. Contingent liabilities not provided for:

[Rs in thousands] 31.03.2006 30.09.2005

a) On Letters of credit 2,84,02 2,81,30

b) On bank guarantees 68,51 35,64

c) On bills discounted 51,19 22,47

d) Claims against the Company, not acknowledged as debts

(i) Disputed Liquidated damages on Provident Fund pending on appeal 15,78 15,78

(ii) Disputed Sales Tax Demand pending on appeal 58,23 58,23 (Rs.15 lakhs (Rs.15 lakhs) paid under protest included under Loans and advances)

e) Arrears of Cumulative Preference Dividends 3,12,08 3,49,68

f) The estimated amount of contracts remaining to be executed on Capital Account net of advances not provided for. Nil 39,35

15. The figures in brackets, unless otherwise stated represent figures for the previous period. Previous periods figures have been regrouped/recast wherever necessary to suit the classification/disclosure of the current period.

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Sep 30, 2005

SHARE CAPITAL

A. AUTHORISED:

10,00,000 (10,00,000) Equity Shares of Rs. 100/- each 1,20,000 (1,20,000) 13,5% Redeemable Cumulative Preference Shares of Rs. 100/- each 2,50,000 (2,50,000) 14.5% Redeemable Cumulative Preference Shares of Rs. 100/-each 2,50,000 (2,50,000) Redeemable Cumulative Preference Shares of Rs. 100/- each 1,30,000 (1,30,000) 12.5% Redeemable Cumulative Preference Shares Rs. 1007- each

B. ISSUED:

8,63,247 (8,63,247) Equity Shares of Rs. 100/- each 1,20,000 (1,20,000) 13.5% Redeemable Cumulative Preference Shares of Rs. 100/- each 2,50,000 (2,50,000) 14.5% Redeemable Cumulative Preference Shares of Rs. 100/- each 1,30,000 (1,30,000) 12.5% Redeemable Cumulative Preference Shares of Rs. 100/- each

C. SUBSCRIBED AND PAID-UP CAPITAL:

8,48,734 (8,48,734) Equity Shares of Rs. 100/- Each 80,000 (80,000) 13.5% Redeemable Cumulative Preference Shares of Rs. 100/- each (Due to be redeemed on 1-12-2000) 2,50,000 (2,50,000) 14.5% Redeemable Cumulative Preference Shares of Rs. 100/- each (See Note No. 3) 1,30,000 (1,30,000) 12.5% Redeemable Cumulative Preference

Notes:

1) a) 3,980 Equity Shares issued as fully paid-up pursuant to a contract without payment being received in cash,

b) 3,61,169 Equity Shares issued as fully paid-up by way of Bonus Shares by Capitalisation of Reserves.

2) 10,000 shares redeemed on 31st of March 2001, 25,000 shares in May 2001 and 5,000 shares in August 2001.

3) Allotted on 11th December, 1999 repayable in 3 equal instalments at the end of 6th, 7th and 8th years at par.

4) Allotted on 1st July 2000, to be redeemed on 30th June, 2003 subject to put/call option after 18 months from the date of allotment.

5) Figures in brackets represent figures of the previous year.

* The dues to Industrial Finance Corporation of India Ltd. (IFCI) on One Time Settlement (OTS) is to be settled by repayment of Rs 2200 lakhs as cash payment and the balance amount of Rs. 923.27 lakhs by issue of preference shares - See Note No. 11 of Schedule-17-B.

1) Term Loans from IFCI and Dena Bank are secured on a pari passu basis by Mortgage of all Fixed Assets, present and future and a floating charge on machinery spares of the company.

2) Term Loan from State Bank of India is secured on a pari passu first charge on Current Assets and second charge, on all Fixed Assets of the company.

3) Term Loan from Bank of India is secured by deposit of title deeds of 3 acres and 86 3/4 cents of land at Baliapatam and hypothecation of High Pressure Compreg press.

4) The Cash Credit/Packing Credit from the Banks are secured by Hypothecation of all Raw Materials, Work-in-Process, Finished Goods and receivables with a second charge on Fixed Assets of the Company.

5) All the above finances have been secured by personal guarantee of the Managing Director.

6) The Deferred Payment Liability on Plant & Machinery is secured by the Hypothecation of Boiler in favour of Bank of India.

A) NOTES TO THE ACCOUNTS:

1. The Company's financial year has been extended up to 30th September 2005. The accounts of the company have been drawn up to the current period of eighteen months ended 30.09.2005 and hence the figures for the period are not as such comparable with those of the previous year.

2. (a) Provision for Current tax (Minimum Alternate tax) is made as per company's Computation.

(b) The company doesn't have any deferred tax liability to be provided for in the accounts as on 30.09.2005. The deferred tax assets as at the period ended at the said date has not been recognised in the accounts as a matter of prudence in view of the attached uncertainties, in accordance with Accounting Standard for Taxes on Income (AS-22) issued by the Institute of Chartered Accountants of India.

3. The company is engaged in the business of manufacture and sale of wood based products, which form broadly part of one product group and hence constitutes a single business segment. In view of the above, there are no segment wise reports to be disclosed in terms of Accounting Standard-17 issued by the Institute of Chartered Accountants of India.

As only minimum remuneration was paid to the Whole time Directors, the computation of net profit as per Section 349 read with Section 309(5) and 198 of the companies Act, 1956 is not furnished.

4. In the opinion of the Directors, the current assets, loans and advances have the value at which they are stated in the Balance Sheet, if realized in the ordinary course of business.

5. Loans and Advances include payments towards disputed sales tax demands pending on appeals Rs. 15.40 lakhs (Rs.15.40 lakhs), duly provided for, which are considered realizable.

6. As per the information available with the company, the dues to small-scale undertakings outstanding for more than 30 days are Rs.0.70 lakhs (Rs. 0.98lakhs), M/S Plastic Resins & Chemicals Rs. 0.14 lakhs (Rs. 0.16 lakhs),M/s Samco Plastics Products Rs. 0.38 lakhs (Rs.0.38 lakhs), M/S S S Industrials Rs.0.06 lakhs (Rs.0.15 lakhs), M/s Kaveri Corporation Rs. 0.08 lakhs (Rs.O.15 lakhs.) and M/s Jass Printers Rs. 0.04 lakhs (Rs.0.14 lakhs)

7. The Government of Kerala vide its GO (MS) No. 70/2005/ID dated 14.06.2005 has sanctioned certain financial and other concessions to the company, the effect of which has not been quantified and given effect to in the accounts for the period ended 30.09.2005 pending receipt of necessary follow up orders from the concerned administrative department of the Government.

8. In terms of the proposal of the company for settlement of its outstanding dues to Industrial Finance Corporation of India Ltd. (IFCI) on One Time Settlement (OTS), the said financial institution vide its letter dated 10.11.2005 has agreed, in principle, to accept the settlement of dues as on 30.09.2005 at an aggregate sum of Rs. 3123.27 lakhs in the following manner:

(i) to repay Rs.2200 lakhs as cash payment and

(ii) the balance amount due Rs. 923.27 lakhs by issue of preference shares subject to the compliance of other terms and conditions as stipulated.

The Board of Directors of the company have agreed to accept and comply with the above terms for effecting settlement as above and accordingly the said outstanding liability of Rs. 3123.27 lakhs has been shown under the head "Secured Loan" in the Balance sheet. The excess amount in the books of account over and above the aggregate amount agreed to be settled as above, amounting to Rs. 1477.92 lakhs, represented by the accumulated Interest which are waived on settlement has been written back in the Profit and Loss account for the period ended 30.09.2005 under `Other Income'.

9. The company, considering the quantum and nature of inventory, has carried out a detailed technical evaluation of Unfinished Plywood-Decorative, Plywood returned from Depots, Veneers and Wood Off cuts lying in the stock as at the end of the period by an independent external expert and the reduction as determined on such assessment/valuation of stock as compared to the book value aggregating to Rs. 432.83 lakhs has been appropriately adjusted in the accounts of the company for the period ended 30.09.2005. In respect of other items in stock on hand, the net realizable value thereof has been estimated by the management on a fair and realistic manner taking into account the physical condition/usability/realisability of such stocks.

10. The fixed assets of the company have been technically evaluated by an independent expert agency in February 2005, as per which there is no impairment in the carrying cost of Fixed Assets of the company in terms of the Accounting Standard - 28 issued by the Institute of Chartered Accountants of India.

11. Capital Work In progress includes certain incidental expenditure attributable to the acquisition/erection of the assets (net of income earned during trial run period) on a new project, which will be capitalized on commencement of commercial production of the project.

12. The figures in brackets, unless otherwise stated represent figures for the previous year. Previous year figures have been regrouped wherever necessary to suit the classification of the current period.

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Mar 31, 2003

2) In compliance of the Accounting Standard for Taxes on Income (AS-22), the company had recognised and provided for deferred tax liability in previous years and such liability outstanding as on 31-03-2002 stood at Rs. 136 lakhs. As on 31-03-2003, the timing differences resulting in adjustment of deferred tax assets/liability comprise of the following:

Deferred Tax Asset (on account of unabsorbed depreciation allowance carried forward) 128,882 Deferred Tax liability (on account of excess of net book value over written down value of fixed assets for tax purposes) 130,719 Net Deferred Tax Liability 1,837

In view of the position that the net deferred tax liability as on 31-03-2003 is Rs. 18.37 lakhs (Previous Year Rs. 136 lakhs) only, the balance deferred tax liability of Rs. 117.63 lakhs has been reversed during the year by credit to the profit and loss account.

3) The Company is engaged in the business of manufacture and sale of wood based products which form broadly part of one product group and hence constitutes a single business segment. In view of the above, there are no segment wise reports to be disclosed in terms of Accounting Standard 17 issued by the Institute of Chartered Accountants of India.

4) Contingent Liabilities not provided for:

a) On Letters of Credit

b) On Bank Guarantees

c) On Bills Discounted

d) Claims against the company, not acknowledged as debts

e) Sales tax demands

i) Subject to cancellation on production of further Documents

ii) Disputed on appeal

f) Arrears of Cumulative Preference Dividends

As only minimum remuneration was paid to the Whole Time Directors, the computation of Net Profit as per Section 349 read with Section 309(5) and 198 of The Companies Act, 1956 is not enumerated.

The remuneration paid to the Managing Director for the period from 15th January, 2003 to 31st March, 2003 is subject to the approval of the members of the Company at the General Meeting and the Central Government.

8) There was a major fire accident in the factory on 15th May, 2003 i.e. subsequent to the date of the Balance Sheet, by which certain stocks of Plywoods/Hardboards/Compreg were destroyed/damaged. Also, part of the Plant and Machinery and buildings of the Company were destroyed. The management is of the opinion

that the insurance coverage for the above assets is adequate and hence no significant loss in this account is anticipated at this stage. Also since the subsequent event of loss by fire as above does not affect the condition of these assets as on the date of the Balance Sheet and in any case since the company does not anticipate any loss on account of the insurance coverage as above, no adjustment for the loss/value of assets lost by fire is made in these accounts. The Company's claims for the losses suffered are under assessment/processing by the insurance surveyors and are expected to be duly admitted.

9) Sundry debtors, loans and advances, sundry creditors and balances in Control Accounts and agency/depot accounts are subject to confirmation/reconciliation.

10) In the opinion of the Directors, the current assets, loans and advances have the value at which they are stated in the Balance Sheet, if realised in the ordinary course of business.

11) Bank Balances includes Rs. 57.90 lakhs subject to confirmation/reconciliation.

12) Fixed assets taken on lease amount to Rs. 260 lakhs (Previous year Rs. 260 lakhs). Future obligation towards lease amounts to Rs. 103.13 lakhs (Previous year Rs. 178.90 lakhs).

13) Old/irrecoverable dues under Debtors/Advances as identified, have either been written off or provided for. Certain other long outstanding amounts where recovery is pending under suits filed amounting to Rs. 132.85 lakhs (Previous year Rs. 92.20 lakhs) are considered realisable at this stage.

14) As per the information available with the management, the dues to small scale undertakings outstanding for more than 30 days are Rs. 1.77 lakhs. (M/s Vijaya Industries Rs. 1.42 lakhs, M/s Samco Plastics Products Rs. 0.24 lakhs, Priyadarshini Foam Rubber Rs. 0.11 lakhs).

15) The Company has applied for Sales Tax deferral scheme on the sales effected out of production from its Hardboard Modernisation Plant the approval of which is pending with the State Government. Sundry Creditors include an amount of Rs. 137.45 lakhs (Previous year Rs. 121.21 lakhs) being the Sales Tax Liability so deferred.

16) The Company's application to Central Government for approval of payment of Interim Dividend of Rs. 2.05 lakhs made in the year ended 31-3-2001 under the Companies Declaration of Dividend out of Reserves Rules 1975, is pending disposal.

17) The Proposal for restructuring the term loan availed by the Company from Industrial Finance Corporation of India Ltd. is still under negotiation/settlement and the interest/finance charges are provided for in the Company's accounts on the basis of the agreement in principle arrived at as understood by the Management. During the year ended 31-3-2003, the Company has paid Rs. 27 lakhs provisionally towards upfront fee in connection with the above restructuring. This amount is carried under advances, pending final settlement.

18) Cash Credit/Packing Credit with banks under Secured Loans in the Balance Sheet include Rs. 59.89 lakhs credited by the bank, which is subject to verification/reconciliation.

19) Interest on Cash Credit/Term Loan from Dena Bank is provided for on the basis of Company's own computation and is sujbect to confirmation.

20) The accruing liability for Gratuity to employees is ascertained under actuarial valuation as at the year end and provided for.

21) The figures in brackets, unless otherwise stated represent figures for the previous year. Previous year figures have been regrouped wherever necessary to confirm with current year's classification.

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Mar 31, 2002

Share Capital:

1) a) 3980 Equity Shares issued as fully paid-up pursuant to a contract without payment being received in cash.

b) 3,61,169 Equity Shares issued as fully paid-up by way of Bonus Shares by Capitalisation of Reserves.

2) 10,000 shares redeemed on 31st of March 2001, 25,000 shares on May 2001 and 5,000 shares in August 2001.

3) Allotted on 11th December, 1999 repayable in 3 equal instalments at the end of 6th, 7th and 8th years at par.

4) Allotted on 01.07.00, to be redeemed on 30.06.2003 subject to put/call option after 18 months from date of allotment.

5) Figures in brackets represent figures of the previous year.

Secured Loans:

1) Term Loans from IFCI and Dena Bank are secured on a pari passu basis by Mortgage of all Fixed Assets, present and future and a floating charge on machinery spares.

2) Term Loan from State Bank of India is secured on a pari passu first charge on Current Assets and second charge on all Fixed Assets.

3) Term Loans from Bank of India is secured by new Press valued at Rs. 100 lacs fully financed by the Bank.

4) The Cash Credit/Packing Credit from the Banks are secured by Hypothecation of all Raw Materials, Work-in-Process, Finished Goods and receivables with a second charge on Fixed Assets of the Company and also by personal guarantee of Managing Director.

Fixed Assets:

Note: Additions during the year include exchange differences capitalised Rs. 90.63 Lakhs (Rs. 198.73 Lakhs).

Other Notes:

1. The company is engaged in the business of manufacturing and sale of wood based products, which for broadly part of one product group and hence constitutes a single business segment. In view of the above there are no segment-wise reports to be disclosed in terms of Accounting Standard - 17 issued by the Institute of Chartered Accountants of India.

2. Contingent Liabilities not provided for:

(Rs. in Thousands) Year ended 2002 2001

a) On Letters of Credit 95,64 93,56

b) On Bank Guarantees 24,94 3,58

c) On Bills Discounted 13,61 14,97

d) Other claims against the company, not acknowledged as debts - 13,99

e) Sales tax demand subject to cancellation on production of further Documents 29,98 33,25

f) Arrears of Cumulative Preference dividends 1,28,12 64,31

g) The estimated amount of contracts remaining to be executed on Capital Account is net of advances not provided for. - -

3. Sundry debtors, loans and advances, sundry creditors and balances in Control Accounts are subject to confirmation/reconciliation.

4. Fixed assets taken on lease amount to Rs. 260 lakhs. Future obligation towards lease amounts to Rs. 178.9 lakhs.

5. Old/irrecoverable dues under Debtors/Advances as identified, have either been written off/provided for. Certain other long outstanding amounts where recovery is pending under suits filed amounting to Rs. 92.20 lakhs are considered realisable at this stage.

6. As per the information available with the management, the dues to small scale undertakings interest outstanding for more than 30 days are nil.

7. The Company has applied for Sales tax deferral scheme on the sales effected out of production from its Hardboard Modernisation Plant the approval of which is pending with the State Government. Sundry Creditors includes an amount of Rs. 121,21 lakhs being the Sales Tax Liability so deferred,

8. The Companys application to Central Government for approval of payment of Interim Dividend made in the previous year Rs. 2.05 lakhs under the Companies Declaration of Dividend out of Reserves Rules 1975, is pending.

9. The Proposal for restructuring the term loan availed by the Company from Industrial Finance Corporation of India Ltd. is under negotiation and the interest/finance charges provided in the Companys accounts on the basis of the agreement in principle arrived at as understood by the Management.

10. The figures in brackets, unless otherwise stated represent figures for the previous year. Previous year figures have been regrouped wherever necessary to confirm with current years classification.

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Mar 31, 2001

SHARE CAPITAL

1) Allotted on 01-07-2000, to be redeemed on 30-06-2003 subject to Put/Call option after 18 months from the date of allotment.

2) Due to be redeemed on 1st Dec., 2000, and part redeemed on 31 st of March, 2001. Arrears of Cumulative Preference Dividend Rs. 12.20 lakhs.

3) Allotted on 11th December, 1999 repayable in 3 equal instalments at the end of 6th, 7th and 8th years at par.

4) Include:

a) 3,980 Equity Shares issued as fully paid-up pursuant to a contract without payment being received in cash.

b) 3,61,169 Equity Shares issued as fully paid-up by way of Bonus Shares by Capitalisation of Reserves.

5) Figures in brackets represent previous year's.

SECURED LOANS

i) Term Loans from IFCI and Dena Bank are secured on a pari passu basis by mortgage of all fixed assets, present and future and a floating charge on machinery spares.

ii) Term Loan from SBI is secured on pari passu first charge on Current Assets and a second charge on all Fixed Assets and Pledge of Investments in Equity Shares of HDFC Ltd.

iii) The Cash Credit/Packing Credit from the Banks are secured by hypothecation of all raw materials, Work-in-Process, finished goods and receivables with a second charge on Fixed Assets of the Company and personal guarantee by the Managing Director.

FIXED ASSETS

1) Depreciation for the year is net off excess depreciation for prior years Rs. 17.10 lakhs.

2) Additions during the year include exchange differences capitalised Rs. 198.73 lakhs (100.70 lakhs).

OTHER NOTES (Rs. in thousands) 2001 2000

1. Contingent Liabilities not provided for :

a) On Letters of Credit 93,56 7,93

b) On Bank Guarantees 3,58 3,58

c) On Bills Discounted 14,97 42,84

d) The Company has filed a writ petition in Kerala High Court and obtained stay of operation of retrospective amendment to Bonus Act, enhancing the salary limit for purpose of coverage and computations of Bonus payable for the year ended 31 -03-1994 and hence no provision has been made for the difference in Bonus estimated. 5,34 5,34

e) Claims for liquidated damages/additional finance charges against the Company not accepted and for which the company has sought waiver, which is pending settlement. 81,54 -

f) Other claims against the company, not acknowledged as debts. 13,99 13,99

g) Sales tax demand subject to cancellation on production of further documents. 33,25 42,62

2. The estimated amount of contracts remaining to be executed on Capital Accounts net of advances not provided for. - -

3. Inventories :

a) The Company has made certain changes in the allocation of overheads for valuation of finished/semi- finished stock and stock-in-progress, the effect of which is not considered material. Excise duty paid on stock lying at depots are added on to cost for the valuation which was not done in previous year. Consequent to the change the value of finished goods is higher by Rs. 99.34 lakhs and the loss for the year is lower by the said amount.

b) Company has provided for excise duty liability amounting to Rs. 12.58 lakhs on stock of finished goods lying in the factory and not cleared (which hitherto was accounted on clearance basis) and included the same in the value of such stock. This has no impact on the loss for the year.

c) Re-usable off-cuts are valued on the basis of technical assessment of the management, having regard to the realisable values thereof, and taken to stock, which hitherto was not recognised in the accounts. Due to this change the closing stock is higher and the consumption/loss for the year, is lower by Rs. 69.46 lakhs.

4. Sundry debtors, Loans and advances, Sundry creditors and balances in Control accounts are subject to confirmation/reconciliation.

5. Old/irrecoverable dues under Debtors/Advances as identified, have either been written off/provided for. Certain other long outstanding amounts where recovery is pending under suits filed amounting to Rs. 98.20 lakhs are considered realisable at this stage.

6. Fixed assets taken on lease amount to Rs. 260 lakhs. Future obligations towards lease amount to Rs. 252.72 lakhs.

7. Since retirement benefit on leave encashment of employees is accounted on payment basis, actuarial liability thereon has not been ascertained/provided for.

8. a) Due provision has been made this year in respect of the shortfall relating to prior period in the provision for accrued liability for gratuity to employees based on the actuarial valuation as intimated by the Life Insurance Corporation of India.

b) Leave encashment benefits payable to employees on retirement hitherto was accounted on payment basis. The accrued liability thereon as on 31 -03-2001 has been provided for the year and consequent to the said change, the provision/loss for the year is higher by Rs. 17.35 lakhs.

c) The amount of provision for retirement benefits stated in (a) and (b) above aggregating to Rs. 147.23 lakhs being towards past service liability is an extra ordinary item and is included under prior period adjustments in the Profit & Loss Account.

9. As per the information available with the management, the dues to small scale undertakings in excess of Rs. 1 lakh outstanding for more than 30 days are as under Sree Annapurneswari Wood Industries Rs. 7.58 lakhs.

10. The Company has applied for Sales tax deferral scheme on the sales effected out of production from its Hardboard Modernisation Plant the approval of which is pending with the State Government. Sundry Creditors includes an amount of Rs. 80.07 lakhs being the Sales Tax Liability so deferred.

11. During the year the company's operations were adversely affected by the impact of strike in the factory and consequent closure for about 7 weeks during October — November and in spite of best efforts by the management, the working of the company during the year resulted in loss.

12. The company had in May 2001 paid interim dividend on redumption of 16% 1,30,000 Cumulative Preference Shares of Rs. 10/- each, for the period in the year upto 07-05-2000 amounting to Rs. 2.05 lakhs, when the company was expecting to earn adequate profits for the year. However, owing to the unforeseen developments referred to in Note 13 above, the working of the company during the year resulted in loss and there is absence/inadequacy of profits/revenue for declaration of dividend this year in terms of the provisions of the Companies Act, 1956 and Companies Declaration of Dividend out of Reserves Rules, 1975. An application therefore is being submitted to the Central Government for approval of the payment of interim dividend so made (under the Act) and accordingly the declaration of dividend as above is subject to the approval of the Central Government.

13. The figures in brackets, unless otherwise stated represent figures for the previous year. Previous year figures have been regrouped wherever necessary to confirm with current years classification.

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Mar 31, 2000

1) Pursuant to an Ordinary Resolution passed at the Extraordinary General Meeting of the Shareholders of the Company, held on 18th August 1999, the Authorised Share Capital of the Company has been increased by Rs. 5 Crores, Dividend as follows :

(Rs. in thousands)

a) 3,00,000 Redeemable Cumulative Preference Shares of Rs. 100/- each 3,00,000

b) 2,00,000 Equity Shares of Rs. 100/- each 2,00,000

5,00,000

2) Redeemed on 7th May, 2000.

3) Allotted on 1st December, 1997 repayable after 3 years or at the option of the Company after 18 months. The earliest date of redemption of these Preference Shares will be on 1st December, 2000.

4) Allotted on 11th December, 12999 repayable in 3 equal instalments at the end of 6th, 7th and 8th years at par.

5) a) 3,980 Equity Shares issued as fully paid-up pursuant to a contract without payment being received in cash.

b) 3,61,169 Equity shares issued as fully paid-up by way of Bonus Shares by Capitalisation of Reserves.

Term Loans from IFCI and Dena Bank are secured on a pari passu basis by mortgage of all fixed assets, present and future and a floating charge on machinery spares.

Term Loan form State Bank of India is secured by pari passu first charge on Current Assets, a second charge on all Fixed Assets and pledge of investments in equity shares of HDFC Ltd.

The Cash Credit/Packing Credit from the Banks are secured by hypothecation of all raw materials, Work-in-Process, finished goods and receivables with a second charge on Fixed Assets of the Company.

Loans from Banks on Cash Credit Accounts is inclusive of a Demand Loan component of Rs. 13,12 lakhs.

(Rs. in thousands)

A) NOTES ON ACCOUNTS : 2000 1999

6) Contingent Liabilities :

a) On Letters of Credit 7,93 55,85

b) On Bank Guarantees 3,58 19,42

c) On Bills Discounted 42,84 16,76

d) The Company has filed a writ petition in Kerala High Court and obtained stay of operation of retrospective amendment to Bonus Act, enhancing the salary limit for purpose of coverage and computations of Bonus payable for the year ended 31-03-1994 and hence no provision has been made for the difference in Bonus estimated. 5,34 5,34

e) Claims against the Company, not acknowledged as debts 13,99 Nil

f) Sales Tax demand subject to cancellation on production of further documents 42,62 60,00

7) Sitting Fees received by Directors of this Company from the Subsidiary Companies 2 2

8) Sundry Debtors, Creditors, Loans and Advances and Deposits are subject to confirmation and reconciliation.

9) As per the practice consistently followed by the Company, excise duty payable on finished goods is accounted for on clearance of the goods. This accounting treatment has no impact on profits. The estimated amounts of excise duty payable on finished goods not cleared as at 31st March, 2000 is Rs. 51.20 lakhs.

10) As informed to us, the Company does not owe any dues to Small Scale Industrial undertakings amounting to Rs. 1 Lakh or more which is outstanding for a period exceeding 30 days.

11) The Company has applied for Sales-tax deferral scheme on the sales effected out of production from its New Hardboard Modernisation Plant, the approval of which is pending with the Department. An amount of Rs. 45.18 lakhs (Previous Year 1.89 lakhs), being the Sales Tax liability treated as deferred, is included in Sundry Creditors.

12) Previous year figures have been regrouped wherever necessary to facilitate comparison.

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Mar 31, 1999

SECURED LOANS:

Term Loans are secured on a pari passu basis on mortgage of all fixed assets, present and future and a floating charge on the machinery spares.

The Cash Credit/Packing Credit from the banks are secured by hypothecation of all raw materials, stock-in-progress, finished goods and receivables.

Loans from Banks and Cash Credit Accounts is inclusive of a Demand Loan component of Rs. 945 lakhs.

A) NOTES ON ACCOUNTS :

1999 1998 1. Contingent Liabilities :

a) On Letters of Credit 55,85 49,12

b) On Bank Guarantees 19,42 19,42

c) On Bills Discounted 16,76 12,28

d) Capital Commitments - 1,98,56

The estimated amount of contract remaining to be executed on Capital Account net of advances not provided for in accounts.

e) The Company has filed a writ petition in Kerala High Court and obtained stay of operation of retrospective amendment of Bonus Act, enhancing the salary limit for purpose of coverage and computations of Bonus payable for the year ended 31-03-1994 and hence no provision has been made for the difference in Bonus estimated. 5,34 5,34

2. Earnings in Foreign Exchange :

Export of Goods on F.O.B. basis 2,06,79 1,67,99

3. Sitting Fees received by Directors of this Company from the Subsidiary Companies 2 2

4. A sum of Rupees 92.18 lacs is credited to Profit and Loss Account during the year being the excess depreciation charged in the earlier years over and above 95% of the value of the individual assets.

5. Sundry Debtors, Creditors, Loans and Advances and Deposits are subject to confirmation and reconciliation.

6. As per the practice consistently followed by the Company, excise duty payable on finished goods is accounted for on clearance of the goods. This accounting treatment has no impact on profits. The amount of excise duty payable on finished goods not cleared as at 31st March, 1999 is Rs. 42.16 lakhs.

7. As informed to us, the Company does not owe any dues to Small Scale Industrial undertakings amounting to Rs. 1 Lac or more which is outstanding for a period exceeding 30 days.

8. The Company has applied for Sales-tax deferment scheme on the sales effected on its New Hardboard Modernisation Plant, the approval of which is pending with the Department. An amount of Rs. 1,89,383/-, being the Sales Tax liability as deferral, is included in Sundry Creditors.

9. Previous year's figures have been regrouped wherever necessary to facilitate comparison.

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Mar 31, 1997

Loans to Secured Loans:

Term Loans except foreign exchange loans of Rs. 249.16 lakhs and Rs. 65.72 lakhs from the Industrial Credit and Investment Corporation of India Ltd. are secured on a pari passu basis by mortgage of all fixed assets present and future and a floating charge on the machinery spares.

The Cash Credit/Packing Credit from the banks are secured by hypothecation of all raw materials, stock-in-process, finished goods and receivables.

Notes to Accounts

1. As per practice consistently followed excise duty payable on finished goods is accounted for on clearance of the goods. This accounting treatment has no impact on profits. The amount of excise duty payable on finished goods not cleared as at 31st March, 1997 is Rs. 32.69 lakhs.

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Mar 31, 1996

1. Contingent Liability

The Company has filed a writ petition in Kerala High Court and obtained stay of operation of retrospective amendment of Bonus Act enhancing the salary limit for purposes of coverage and computation of Bonus payable for the year ended 31-3-1994 and hence no provision has been made for the difference in Bonus estimated at 5.34 lakhs.

As per practice consistently followed excise duty payable on finished goods is accounted for on clearance of the goods. This accounting treatment has no impact on profits. The amount of excise duty payable on finished goods not cleared as at 31st March, 1996 is Rs. 16.15 lakhs.

Comparative figures for the previous year have been reclassified wherever necessary to conform to this year's classification.

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Mar 31, 1995

(Rs in thousands)

1. Contingent Liability:

Income Tax in respect of appeals allowed in favour of the Company but further appeal filed by Income Tax Department pending (Previous year Rs. 10 lacs) 10,00 2. Managerial Remuneration:

Net Profit for the year 3,29,97

Add: Depreciation provided 3,09,37

Managing Director's Remuneration 14,70 -------- 6,54,04

Less: Depreciation computed as per provisions of the Companies Act 3,09,37 --------- 3,44,67 --------- 5% of Rs. 344.67 lacs - Rs. 1 7.23 lacs (subject to a maximum of Rs. 15.32 lacs).

1% of Rs. 344.67 lacs - Rs. 3.45 lacs (subject to a maximum of Rs. 3 lacs). In accordance with the Special Resolution passed Board of Directors have decided to make payment of commission to Nonexecutive Directors for an aggregate amount of Rs. 3 lakhs. As a measure of abundant caution application has been made to the Department of Company Affairs for payment of commission. Pending receipt provision has been made in the accounts.

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Mar 31, 1994

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