Your Board of Directors are pleased to present the 105th Annual Report on the business and results of operations ofThe Indian Wood Products Co. Ltd (‘IWP’ or ‘the Company’), together with Audited Financial Statements (Standaloneand Consolidated) for the FY2025.
This Board’s Report is prepared in compliance with the provisions of the Companies Act, 2013, (“the Act”) and theSecurities and Exchange Board of India (“SEBI”) (Listing Obligations and Disclosure Requirements) Regulations,2015 (“Listing Regulations”).
Key highlights of Standalone and Consolidated financial performance for the year ended March 31, 2025, aresummarized as under: (Rs in Lakhs)
Particulars
Standalone
Consolidated
FY2025
FY2024
Revenue From Operations
22635.94
19241.53
Profit Before Tax (PBT)
506.41
325.90
667.77
432.71
Tax Expenses
138.62
66.89
Profit After Tax (PAT)
367.79
259.01
529.15
365.82
Earnings Per Share
0.57
0.40
0.83
Equity Share Capital
1279.75
Other Equity / Reserves and Surplus
34591.90
34303.68
34679.57
34245.77
In FY 2025, your Company has once again delivered itscommitment to strong execution and disciplined growth.Our unwavering focus on operational excellence hasenabled us to achieve good financial results, justifyingour position as a leader in the Katha Industries in India.Our EBITDA for the year reflects steady progress, drivenby operational efficiencies and focus on higher-margin.Most notably, we built a milestone that underscores ourfinancial discipline and operational strength.
The Company achieved total revenue from operations ofRs. 22635.94 lakhs for the year ended 31 March 2025as against Rs. 19241.53 lakhs for the year ended 31March 2024 representing an increase of 19.64% due toincrease in volume, average realization and change inproduct mix. The Profit Before Tax (PBT) for the year,was Rs. 506.41 Lakhs as compared to Rs. 325.90 lakhs
for the previous year due to better average realizationand operational efficiencies. During the financial year2024-25, the Company earned a Profit After Tax of Rs367.79 lakhs as compared to Rs. 259.01 lakhs in theprevious year.
Our Company has one (1) overseas joint venture namelyM/s. Agro and Spice Trading Pte Limited, Singapore, ason 31 March 2025, whose accounts were consolidatedwith the financials of the Company after the PBT level inaccordance with the IndAS.
The consolidated financial statements of the Companyfor the financial year ended 31 March 2025, have beenprepared in accordance with the Indian AccountingStandards (IND AS) 110 - “Consolidated FinancialStatements” as notified by Ministry of Corporate Affairsand as per the general instructions for preparation of
consolidated financial statements given in ScheduleIII and other applicable provisions of the Act, and incompliance with the SEBI Listing Regulations.
The Profit Before Tax (PBT) for the year under reviewwas Rs. 667.77 lakhs as compared to Rs. 432.71 lakhsfor the previous year on account of increase in volume,average realization and operational efficiencies. Duringthe financial year 2024-25, the Company earned a profitafter tax of Rs. 529.15 lakhs as compared to Rs. 365.82lakhs in the previous year.
The Audited Consolidated Financial Statements alongwith the Auditor’s Report thereon forms part of theAnnual Report
The Board has recommended a dividend of Re. 0.15 perequity share having face value of Rs. 2 each (i.e. @ 7.5%per equity share of face value Rs. 2 each) for the financialyear ended 31 March 2025 (Dividend for financial year2023-24 @ Re. 0.10 per equity share of Rs. 2 each) outof its’ current profits, subject to the approval of Membersat the ensuing Annual General Meeting (hereinafterreferred to as ‘AGM’) of the Company. The Dividendpayout during the financial year ended 31 March 2025was Rs 95.96 Lakhs (previous year: Rs 63.97 Lakhs).
The dividend, as recommended by the Board, if approvedat the ensuing AGM, will be paid to those Members,whose name appears on the Register of Members as onthe Record Date i.e. September 05, 2025. If approved,the dividend shall be paid within 30 days from the dateof declaration as per the relevant provisions of theCompanies Act, 2013 (hereinafter referred to as ‘Act’).
Pursuant to the provisions of the Income-tax Act, 1961,the dividend paid or distributed by a Company shall betaxable in the hands of the shareholders. Accordingly, incompliance with the said provisions, your Company shallmake the payment of the dividend after the necessarydeduction of tax at source at the prescribed rates,wherever applicable. For the prescribed rates for variouscategories, the shareholders are requested to refer tothe Income Tax Act, 1961 and amendments thereof.
There is no change in the Share Capital of the Companyduring FY 2024-25. The paid-up Share Capital of theCompany as on 31 March 2025 comprises 6,39,72,720Equity shares of Rs.2/- each. During the year underreview, the Company has not issued any shares.
As permitted under the Act, the Board does not proposeto transfer any amount to general reserve and hasdecided to retain the entire amount of profit for FY 2024¬25 in the profit and loss account.
The Board of Directors of your Company is pleasedto inform that the Company has closed FY 2024-25recording another year of robust operational & Financialgrowth. During the year under review the companyhas achieved a sales volume of 3983.240 MT Katha asagainst 3337.004 MT Katha in FY 2023-24 representingan increase of 19.37%. The Company’s EBIDTA stoodat Rs. 1631.01 Lakhs in FY 2024-25 as compared toRs. 1489.20 Lakhs in previous year and the net profitstood at Rs. 367.79 Lakhs in FY 2024-25 as against Rs.259.01 Lakhs in the previous fiscal.
The management is focused on achieving desired resultscoupled with sustained production levels. The trend islikely to continue and we are hopeful to have a betteroperational and financial performance in FY2025-26.
Our Company is committed to a clean environment and,thus, always thrives to ensure the best measures areimplemented to ensure environmental safety. The bestof environment, safety and pollution control measuresare implemented across all our manufacturing units andthe measures adopted are adequate. The managementcontinuously reviews the measures adopted and theirefficiency to ensure environmental safety.
The operational performance and results are provided inthe “Management Discussion and Analysis Report” as aseparate section in this Annual Report.
6. DETAILS OF SIGNIFICANT AND MATERIALORDERS PASSED BY THE REGULATORS ORCOURTS OR TRIBUNALS
During the year, the Company had received a revisedorder from the Income Tax Department under section154/147 of the Income Tax Act, for the AssessmentYear 2018-19. Wherein the Income Tax department hasreduced the tax demand from Rs. 17,17,49,287/- to Rs.10,17,17,149/-. The reduction in the demand was dueto error in the computation of interest U/s 234B, whichresulted in an excess levy of interest in the previousorder. The appeal against the said order is still pending
before the Commissioner of Income Tax (Appeals).
For further details on Direct/Indirect Tax Cases, pleaserefer to Note No. 52 to the notes to the account.
Except above, there are no significant/ material orderspassed by the Regulators / Courts / Tribunals whichwould impact the going concern status of the Companyand its future operations. During the year under review,no Corporate Insolvency Resolution application wasmade, or proceeding was initiated, by/against theCompany under the provisions of the Insolvency andBankruptcy Code, 2016 (as amended). Further, noapplication / proceeding by / against the Company underthe provisions of the Insolvency and Bankruptcy Code,2016 (as amended) is pending as on 31 March 2025.
During FY 2024-25, the Company had not alteredany of its clauses in the Memorandum and Article ofAssociation.
8. MATERIAL CHANGES AND COMMITMENTSAFFECTING THE FINANCIAL POSITION OFTHE COMPANY BETWEEN THE END OF THEFINANCIAL YEAR AND DATE OF THIS REPORT
There were no material changes and commitmentsthat occurred after the close of the year till the date ofthis Report, which affected the financial position of theCompany.
During the year under review, there was no fundamentalchange in the nature of the business of the Company.
Your Company has no holding, subsidiary or associates’company as on 31 March 2025.
The Company has one (1) overseas joint venture namelyM/s. Agro and Spice Trading Pte Limited, Singapore, ason 31 March 2025, which is engaged in the business oftrading of spices. PT Sumatra Resources International& Pt. Thea Universal Trade are subsidiaries of the saidjoint venture M/s. Agro and Spice Trading Pte Limited.PT Sumatra Resources International is engaged in thebusiness of manufacturing Catechins from Gambier withthe use of innovative technology.
A statement containing the salient features of thefinancial statement of the joint venture Company in
the prescribed format AOC-1 is annexed herewith as“Annexure - 1”.
Further, pursuant to the provisions of Section 136 of theCompanies Act, 2013, the standalone and Consolidatedfinancial statements of the Company, along withrelevant documents and separate audited accountsin respect of the joint venture, are available on thewebsite of the Company at https://www.iwpkatha.com/financial_performance.html. These documents will alsobe available for inspection till the date of the AGM duringbusiness hours at the Registered Office of the Company.
Pursuant to the Companies (Indian AccountingStandard) Rules 2015, the Company’s Audited FinancialStatements for FY 2024-25 are Indian AccountingStandard (INDAS) compliant.
The Company has an adequate Internal Control System,commensurate with the size, scale and complexity of itsoperations. The Internal Audit of the Company for thefinancial year 2024-25 was carried out by M/s. P Suman& Co., Chartered Accountants, Internal Auditors forall divisions and units of the Company. To maintain itsobjectivity and independence, the Internal Auditor reportsto the Chairman of the Audit Committee of the Board.The Audit Committee regularly interacts with the InternalAuditors, the Statutory Auditors and Senior Executives ofthe Company responsible for financial management andother affairs. The representative of Statutory Auditorsand the Internal Auditors are permanent invitees to theAudit Committee meetings. The measures as suggestedby the Audit Committee are implemented as per thedirection of the Audit Committee.
The controls comprise of:
a) Officials of the Company have defined authorityand responsibilities within which they perform theirduty;
b) All the Banking transactions are under joint authorityand no individual authorization is given;
c) Maker-checker system is in place.
d) Any deviations from the previously approved matterrequire fresh prior approval.
The Audit Committee regularly observes that properinternal financial controls are in place, including with
reference to financial statements. During the year, suchcontrols were reviewed, and no reportable materialweakness was observed.
The Company’s equity shares are listed on BSE Limitedunder Script Code 540954 and ISIN No. INE586E01020.The Company has paid the Annual Listing Fees forFY2025-26.
During the financial year 2024-25, the Company hasnot accepted nor renewed any deposits from the publicwithin the meaning of Section 73 and Section 74 ofthe Act, therefore the disclosure pursuant to Rule 8 (5)(v) & (vi) of Companies (Accounts) Rules, 2014, is notapplicable to the Company.
In accordance with Regulation 34(2)(e) of SEBI (LODR)Regulation 2015, the “Management Discussion andAnalysis Report” section in this Annual Report forms anintegral part of this report.
Your directors believe that corporate governance is anethically driven business process that is committed tovalues aimed at enhancing the growth of your Company.We are committed to achieve the highest standardsof ethics, transparency, corporate governance andcontinue to comply with the code of conduct framed forthe Board and senior management under SEBI ListingRegulations and have maintained high standards ofcorporate governance based on the principle of effectiveimplementation of internal control measures, adherenceto the law and regulations and accountability at all levelsof the organization.
Your Company’s corporate governance practices aredriven by effective and strong Board oversight, timelydisclosures, transparent accounting policies andhigh levels of integrity in decision making. In terms ofRegulation 34(3) of the SEBI (LODR) Regulation 2015,the “Report on Corporate Governance” together witha certificate from the Practicing Company Secretaryregarding compliance with the requirements of CorporateGovernance is included as a separate section in thisAnnual Report and form an integral part of this report.
Based on internal financial controls, work performed bythe Internal Auditors, Statutory Auditors, and SecretarialAuditor, the reviews performed by the management,with the concurrence of the Audit Committee, pursuantto Section 134(3) read with Section 134(5) of the Act andas per Schedule II Part C(A)(4)(a) of the SEBI ListingRegulations, the Board states the following for the yearended 31 March 2025:
i) in the preparation of the annual accounts, theapplicable accounting standards had been followedalong with proper explanation relating to materialsdepartures;
ii) the Directors had selected such accounting policiesand applied them consistently and made judgmentsand estimates that are reasonable and prudent soas to give a true and fair view of the state of affairsof the company at the end of the financial year andthe Profit of the Company for that period;
iii) The Directors had taken proper and sufficientcare for the maintenance of adequate accountingrecords in accordance with the provisions of theCompanies Act, 2013 for safeguarding the assetsof the Company and for preventing and detectingfraud and other irregularities;
iv) That the Directors had prepared the annual accountson a going concern basis;
v) That the Directors had laid down internal financialcontrols in the Company that are adequate andwere operating effectively; and
vi) The Directors have devised proper systems toensure Compliance with the provisions of allapplicable laws and that such systems are adequateand operating effectively.
Your Company is conscious of its Social Responsibilityand the environment in which it operates. Over theyears, the Company aimed towards improving thelives of the people. Acknowledging its responsibilitytowards the society, your Board, in compliance with theprovisions of Section 135(1) of the Act and Rules madethereunder has formulated the CSR Committee andCSR Policy. Further, the CSR policy has been placedon the website of the Company and can be accessed
through the following link: https// www.iwpkatha.com/files/IWP_CSR_Policy.pdf.
The Company’s CSR policy covers activities in thefield of eradication of extreme hunger and poverty,promotion of education, promotion of gender equality,empowerment of women, improvement of mental health,slum area development and rural development projects,employment enhancing vocational skills, ensuringenvironmental sustainability, animal welfare, sanitationincluding contribution to Swachh Bharat Kosh set upby the Central Government, contribution to the PrimeMinisters National Relief Fund or any other project setup by the Central Government.
During the financial year 2023-24, the Company wasrequired to spend Rs. 0.76 Lakhs, the minimum amountto be spent on CSR activity. The Company spent anamount of Rs 40.50 Lakhs towards CSR in FY 2023-24being Rs. 39.74 Lakhs in excess of the amount requiredto be spent which was available for set off during FY2024-25, thus, no amount was required to be spent inFY 2024-25 after set-off of CSR carry forward amount.
However, the Company has spent during the financialyear 2024-25, an amount of Rs. 22.50 Lakhs towardsCSR, as against the amount require to be spent 2.59lakhs. Accordingly Rs 19.91 lakhs in excess of the amountrequired to be spent which will be available for set off insubsequent years. There was no amount unspent for theyear ended 31 March 2025. The Company has Rs.59.65Lakhs as carry forward CSR amount available for set offin three succeeding financial years.
The Annual Report on CSR activities in terms of Rule8 of the Companies (Corporate Social ResponsibilityPolicy) Rules, 2014 is annexed herewith and marked asAnnexure VII forming part of this Report.
The Board of the Company contains an optimumcombination of Executive and Non-Executive Directors.As on 31 March 2025, it comprises of 8 (Eight) Directors,viz. 4 (Four) Non-Executive Independent Directorsincluding a Woman Director and 1 (One) Non-Executive- Non-Independent Director and 3 (three) ExecutiveDirectors. The position of the Chairman of the Boardand the Managing Director are held by same individual,wherein the Chairman of the Board is an Executive
Director. The profile of all the Directors can be accessedon the Company’s website at www.iwpkatha.com
None of the Directors of the Company have incurredany disqualification under Section 164(1) & 164(2) of theAct. Further, all the Directors have confirmed that theyare not debarred from accessing the capital market aswell as from holding the office of Director pursuant toany order of Securities and Exchange Board of India orMinistry of Corporate Affairs or any other such regulatoryauthority.
The details of the Board composition and compositionof Committees are provided separately in the CorporateGovernance Report.
Mr. Vinod Kumar Maheshwary (DIN 02659320)Independent Director of the Company has resigned fromthe Directorship of the Company with effect from closeof business hours on 30th May 2024. Mr. Vinod KumarMaheshwary informed the Board that his resignationwas purely on account of his old age and health issue.He has also confirmed that there were no other materialreasons attributable / connected with the Company forhis resignation. The Board places on record appreciationfor the contribution made by Mr Vinod Kumar Maheswaryduring his tenure as an Independent Director of theCompany.
Mr. Sanjay Kumar Maheswary (DIN: 00497335) hasceased to be an Independent Director of the Companyupon completion of his second and final term as anIndependent Director and consequently ceased to bea Director of the Company from conclusion of 104thAnnual General held on 10th September 2024. TheBoard places on record its deep appreciation for thecontributions of Mr. Sanjay Kumar Maheswary duringhis tenure as an Independent Director of the Company.During the Financial Year 2024-25, Mr. Krishna KumarMohta (Din 00702306), was reappointed as WholeTime Director designated as Chairman and ManagingDirector of the Company, not liable to retire by rotationfor a further period of 3 (three) consecutive years witheffect from 01st April 2024 to 31st March 2027 by meansof passing Special Resolutions of the members throughPostal Ballot on 25th March 2024.
During the Financial Year 2024-25, Mr. Bharat Mohta(Din 00392090), was reappointed as Whole Time
Director designated as Chief Executive Officer of theCompany, liable to retire by rotation for a further periodof 3 (three) consecutive years with effect from 01st April2024 to 31st March 2027 by means of passing SpecialResolutions of the members through Postal Ballot on25th March 2024.
During the Financial Year 2024-25, Mr. Souvik Haldar(Din No. 10696797) has been appointed as Director(Independent) for a period of 5 years, with effect from31st July 2024 to 108th Annual General Meeting to beheld in the year 2028. His appointment was approvedby the Shareholders at the 104th AGM of the Companyheld on 10th September 2024.
During the Financial Year 2024-25, Mr. Ravi Chandak(Din No. 10828077) has been appointed as Whole TimeDirector of the Company, liable to retire by rotation fora period of 3 years, with effect from 14th September2024 to 31st October 2027 by means of passing SpecialResolutions of the members through Postal Ballot on29th December 2024.
Mr. Surendra Bagri (DIN 00659888) was appointed asan Independent Director of the Company for a term of 5years through Postal Ballot held on March 23, 2021. Thefirst term of Mr. Surendra Bagri is coming to an end atthe ensuing AGM.
Based on the recommendation of the Nomination andRemuneration Committee and in terms of the provisionsof Section 149, 150, 152, Schedule IV and any otherapplicable provisions of the Companies Act, 2013 and theSEBI (LODR), Regulation 2015, the Board of Directorsof the Company recommends the reappointment of Mr.Surendra Bagri as an Independent Director for a secondterm of 5 (five) years from the conclusion of 105th AGMtill the conclusion of 110th AGM of the Company to beheld in the year 2030, for approval by the shareholders.He shall not be liable to retire by rotation.
In accordance with the provisions of Section 152 ofthe Companies Act, 2013 and as per provisions of theArticles of Association of the Company Mr. RajendraPrasad Chetani (DIN: 00392215), Director of theCompany, retire by rotation and is eligible to offer himselffor re-appointment.
During the financial year 2024-25, the constitution of theBoard complies with the requirements of the Act and theSEBI Listing Regulations.
Further, the brief resume and other details relating tothe Director seeking appointment or re-appointment,as stipulated under Regulation 36 of the SEBI ListingRegulations and Secretarial Standard 2, are provided inthe Notice convening the ensuing 105th AGM.
None of the Directors of your Company is disqualifiedunder the provisions of Section 164(2) of the Act. Acertificate dated 29th May 2025 received from MdShahnawaz, Company Secretary in Practice (CP No15076) certifying that none of the Directors on the Boardof the Company has been debarred or disqualified frombeing appointed or continuing as directors of companiesby Securities and Exchange Board of India (“SEBI”)/Ministry of Corporate Affairs or any such statutoryauthority is annexed to the Corporate GovernanceReport.
During the year under review, none of the Directors of theCompany is disqualified as per the applicable provisionsof the Act.
The criteria for selection of Directors and remunerationpolicy are disclosed in the Corporate Governancesection which forms part of this Annual Report.
Pursuant to the provisions of Section 203 of the Act, theKey Managerial Personnel of the Company as on 31stMarch 2025 are:
- Mr. Krishna Kumar Mohta, Chairman & ManagingDirector
- Mr. Bharat Mohta, Whole Time Director & CEO
- Mr. Ravi Chandak, Whole Time Director
- Mr. Anup Gupta, Company Secretary
- Mr. Raj Kumar Agarwal, Chief Financial Officer.
In accordance with the provisions of Section 149(7)of the Companies Act, 2013, each of the IndependentDirectors has confirmed to the Company that he orshe meets the criteria of independence laid down inSection 149(6) of the Companies Act, 2013 read withRegulation 16(1 )(b) of the SEBI (Listing Obligations andDisclosure Requirements), Regulations 2015 (the ListingRegulations) and they have registered their names inthe Independent Directors Databank. Further, pursuantto Section 164(2) of the Companies Act, 2013, all theDirectors have provided declarations in Form DIR- 8 thatthey have not been disqualified to act as Director.
In the opinion of the Board of Directors, all IndependentDirectors of the Company fulfil the conditions specifiedin the Act 2013 read with Schedule and Rules issuedthereunder as well as under Listing Regulations and areIndependent from Management.
Pursuant to the provisions of the Companies Act, 2013,Regulation 17(10) of the Listing Regulations and inline with our corporate governance guidelines, peerevaluation of all Board members, annual performanceevaluation of its own performance, as well as theevaluation of the working of Board’s Committees wasundertaken. This evaluation is led by the Chairman of theNomination and Remuneration Committee with a specificfocus on the performance and effective functioning ofthe Board and its Committees. The evaluation process,inter alia, considers attendance of Directors at Boardand committee meetings, acquaintance with business,communication inter se board members, the time spentby each of the Board members, core competencies,personal characteristics, accomplishment of specificresponsibilities and expertise. During the financial year2024-25, all the members of the Board and its Committeesmet the criteria of performance evaluation as set out bythe Nomination and Remuneration Committee.
The performance of the Board was evaluated by theBoard after seeking inputs from all the Directors on thebasis of the criteria such as the Board composition andstructure, effectiveness of Board processes, informationand functioning etc.
The performance of the Committees was evaluatedby the Board after seeking inputs from the CommitteeMembers on the basis of the criteria such as thecomposition of Committees, effectiveness of committeemeetings, etc.
The report on the performance evaluation of theIndividual Directors was reviewed by the Chairman ofthe Board. The Board expressed satisfaction with theoverall functioning of the Board and its Committees.
During the year under review, the Board met 5 (Five)times. The details of the Board meetings are providedin the Report on Corporate Governance, which forms apart of this Annual Report.
The intervening gap between two consecutive meetingswas within the limit prescribed under the Companies Act,2013.
During FY 2024-25, one meeting of IndependentDirectors was held without the presence of the ExecutiveDirectors or Management Personnel on 17th March2025. At such meeting, the Independent Directors havediscussed, among other matters, the challenges facedby the Company, growth strategies, flow of informationto the Board, strategy, leadership strengths, compliance,governance, HR related matters and performance ofExecutive Directors.
The Audit Committee of the Board comprises of:
Name of Directors
Category
Mr. Sanjay Kumar Maheswary*
Independent Director
Mr. Vinod Kumar Maheshwary**
Mr. Surendra Bagri
Mr. Sumant Mimani
Mr. Rajendra Prasad Chetani
Non-Executive Non¬Independent Director
*Mr. Sanjay Kumar Maheswary upon completion of 2nd Term asIndependent Director retired from Board of Directors as well asChairman of the Audit Committee on 10th September 2024
** Mr. Vinod Kumar Maheshwary resigned from the Directorshipof the Company as well member of the Audit Committee witheffect from close of business hours on 30th May 2024. Mr. VinodKumar Maheshwary informed the Board that his resignation waspurely on account of his old age and health issue.
During the year under review, there has been no instancewhere the recommendations of the Audit Committeehave not been accepted by the Board. The details of theAudit Committee meetings are provided in the Report onCorporate Governance, which forms part of this AnnualReport.
During the year under review, neither any application wasmade nor any proceeding is pending against the Companyunder the Insolvency and Bankruptcy Code, 2016.
During the year under review, the requirement ofmaintenance of cost records as specified by the CentralGovernment under sub-section (1) of section 148 of theCompanies Act, 2013, and audit of cost records were notapplicable to the Company.
There was no one-time settlement by the Company withthe Banks or Financial Institutions during the year underreview, thus, the details of the difference between theamount of the valuation done at the time of one-timesettlement and the valuation done while taking a loanfrom the Banks or Financial Institutions along with thereasons thereof are not applicable.
To meet the requirement under Section 177(9) and (10)of the Companies Act, 2013 and Regulation 22 of theListing Regulations the Company has adopted a vigilmechanism named Whistle Blower Policy for directorsand employees to report genuine concerns, which shallprovide adequate safeguards against victimization ofpersons who use such mechanism. Under this policy,we encourage our employees to report any reportingof fraudulent financial or other information to thestakeholders, any conduct that results in violation of theCompany’s Code of Business Conduct, to management(on an anonymous basis, if employees so desire).
Likewise, under this policy, we have prohibiteddiscrimination, retaliation or harassment of any kindagainst any employee who, based on the employee’sreasonable belief that such conduct or practice hasoccurred or is occurring, reports that informationor participates in the said investigation. The VigilMechanism / Whistle Blower Policy may be accessedon the Company’s website at https://www.iwpkatha.com/files/Vigil_Mechanism_2015.pdf.
No individual in the Company has been denied accessto the Audit Committee or its Chairman during the FY2024-25.
M/s. S K Agrawal & Co Chartered Accountant LLP,Chartered Accountants, (Firm Registration Number:306033E/E300272) were appointed as Statutory Auditorof the Company by the members at the 102nd AnnualGeneral Meeting held on 26 September 2022 for a
period of 5 years i.e., from the conclusion of the 102ndAGM until the conclusion of the 107th Annual GeneralMeeting to be held in the year 2027.
The Report given by S K Agrawal & Co CharteredAccountant LLP, Chartered Accountants on the financialstatements of the Company for the financial year 2024-25is part of the Annual Report and there is no qualification,reservation, adverse remark, or disclaimer given by theAuditors in their Reports. The notes to the accountsreferred to in the Auditors’ Report are self-explanatoryand, therefore, do not call for any further comments. TheAuditors of the Company have not reported any fraud interms of the second proviso to Section 143(12) of the Act.
Pursuant to the provisions of Section 204 of theCompanies Act, 2013 (Appointment and Remunerationof Managerial Personnel) Rules, 2014, the Companyappointed CS Md. Shahnawaz (Membership No. 21427CP No. 15076), Practicing Company Secretary, to carryout the Secretarial Audit of the Company for FY2024-25.The Secretarial Audit Report, pursuant to Section 204(1)of the Act for the financial year ended 31st March 2025,is annexed to this Report as Annexure - 3 and formspart of this Report.
Explanation or comments by the Board on thequalification, reservation or adverse remark or disclaimermade by the Secretarial Auditors - The Secretarial AuditReport does not contain any qualification, reservationor adverse remark, and, therefore, does not call for anyfurther comments.
The Company has undertaken an Annual SecretarialCompliance Audit for FY 2024-25 pursuant to Regulation24A(2) of the SEBI Listing Regulations. The AnnualSecretarial Compliance Report for Financial Year ended31st March 2025 has been submitted to the StockExchanges and the said report may be accessed onthe Company’s website at https://www.iwpkatha.com/sh_pattern.html.
Pursuant to the provisions of Section 204 of the Actread with Companies (Appointment and Remunerationof Managerial Personnel) Rules, 2014 and Regulation24A of the SEBI Listing Regulations, the Board ofDirectors at its meeting held on 29th May 2025, upon therecommendation of the Audit Committee, appointed Mr.Md. Shahnawaz proprietor M Shahnawaz & Associates(CP No. 15076), Practicing Company Secretary asSecretarial Auditor for a term of five consecutive yearscommencing from financial year 2025-26, subject to
the approval of the shareholders at the forthcomingAGM of the Company. The Company has received thenecessary consent from Mr. Md. Shahnawaz proprietorM Shahnawaz & Associates to act as the SecretarialAuditor of the Company along with the certificateconfirming that his appointment would be within theapplicable limits.
The Board appointed M/s P Suman & Company, CharteredAccountants, as the Internal Auditors of the Companyfor the financial year 2024-25. The Audit Committeeconsiders and reviews the Internal Audit Report submittedby the Internal Auditors on a quarterly basis.
The Board at its Meeting held on 29th May 2025 appointedM/s R K D S & Associates Chartered Accountants, FirmRegd. No. 0309091E, Membership No. 016384, asInternal Auditors under the provisions of Section 138 ofthe Companies Act, 2013 for the financial year 2025-26.
During the year under review, the Company has dulycomplied with the applicable provisions of the SecretarialStandards on Meetings of the Board of Directors (SS-1)and General Meetings (SS-2) issued by The Institute ofCompany Secretaries of India (ICSI).
The Board has on the recommendation of theNomination and Remuneration Committee framed apolicy for the selection and appointment of Directors andSenior Management Personnel and their remuneration.The Remuneration Policy is available on the website athttps://www.iwpkatha.com/files/codes-policies/Policy_Remuneration%20for%20Director%20&%20KMP.pdf.
The remuneration paid to the directors is as per theterms laid out in the Nomination and RemunerationPolicy of the Company.
33. REMUNERATION RATIO OF THE DIRECTORS/KEY MANAGERIAL PERSONNEL (KMP)/EMPLOYEES
Disclosures relating to remuneration and other details asrequired under section 197(12) of the Companies Act,2013 read with rules 5(1) of the Companies (Appointmentand Remuneration of Managerial Personnel) Rules,2014, is annexed herewith as ‘Annexure -4’ and formspart of this Board’s report.
The statement containing particulars of employees
pursuant to Section 197 of the Act, read with Rule 5(2) and5(3) of the Companies (Appointment and Remunerationof Managerial Personnel) Rules, 2014, is not beingsent to the Members along with this Annual Report inaccordance with the provisions of Section 136 of theAct. Copies of the said statement are available at theregistered office of the Company during the designatedworking hours from 21 days before the AGM till the dateof the AGM. Any member interested in receiving the saidstatement may write to the Company Secretary, statingtheir Folio No./DPID & Client ID.
Your Company’s Risk Management Framework isdesigned to enable risks to be identified, assessedand mitigated appropriately. The Risk Managementframework seeks to create transparency, minimizeadverse impacts on the business objectives and enhancethe Company’s competitive advantage.
The Company has constituted a Risk ManagementCommittee. The details of the Committee and its termsof reference are set out in the Corporate GovernanceReport forming part of the Board’s Report.
The Company’s Insider Trading Policy provides theframework for in dealing with securities of the Companyby the insider. The Company’s Policy in line with SEBI(Prohibition of Insider Trading) Regulations, 2015, asamended, is available on the website of the Companyat https://www.iwpkatha.com/files/codes-policies/Code_of_Conduct_Policy_2019.pdf.
In terms of provisions of Section 92(3) read with Section134(3)(a) of the Act, the Annual Return as on 31 March2025 is available on the website of the Company at thelink https://www.iwpkatha.com/financial_ performance.html.
The Company has not given any Loan or Guarantee coveredunder the provisions of Section 186 of the Companies Act,2013. The details of Investments are disclosed in Note No.4 to the standalone financial statements, which are withinthe prescribed statutory limits.
During the year under review, Infomerics Valuationand Rating Pvt Ltd has affirmed the long-term rating
of IVRBBB- (pronounced as IVR Triple B Minus). Theoutlook in the long term is Stable.
39. TRANSFER OF UNPAID AND UNCLAIMEDAMOUNTS TO THE INVESTOR EDUCATION ANDPROTECTION FUND (IEPF)
Pursuant to the applicable provisions of the CompaniesAct, 2013, read with the IEPF Authority (Accounting,Audit, Transfer and Refund) Rules, 2016 (“the IEPFRules”), all unpaid or unclaimed dividends are required tobe transferred by the Company to the IEPF, establishedby the Government of India, after the completion ofseven years. Further, according to the Rules, the shareson which dividend has not been paid or claimed by theshareholders for seven consecutive years are also to betransferred to the Demat account of the IEPF Authority.
The Company had sent individual notices and advertisedin the newspapers seeking action from the shareholderswho have not claimed their dividends for sevenconsecutive years or more. Thereafter, the Companytransferred such unpaid or unclaimed dividends andcorresponding shares to IEPF.
During the financial year 2024-25, pursuant to provisionof Section 124 of the Act, the Company has transferreda sum of Rs. 314849.40 to the IEPF, the amount ofdividend which was unclaimed/ unpaid for a period ofseven years, declared for the financial year 2016-17.The details are provided in the Shareholder Informationsection available on our website, at https://www.iwpkatha.com/un_dividend.html.
During the financial year 2024-25, the Company has nottransferred any shares in respect of which dividend hasnot been paid or claimed for seven consecutive yearsor more pursuant to Section 124 of the Act to the IEPF.
Shareholders/claimants whose shares or unclaimeddividend, have been transferred to the IEPF may claimthose dividends and shares from the IEPF Authorityby complying with prescribed procedure and filing thee-Form IEPF-5 online with MCA portal.
The dividend declared for the financial year ended 31March 2018 and which remains unpaid/unclaimed is dueto be transferred to IEPF within statutory timelines, uponexpiry of the period of seven years. The due dates fortransferred of unclaimed dividend to IEPF are providedin the report on Corporate Governance.
Further the shares in respect of which dividend has notbeen paid or claimed for seven consecutive years willalso be transferred to IEPF. Shareholders are requestedto ensure that they claim the unpaid dividends referred to
above before the dividend and shares are transferred to theIEPF pursuant to the provision of Section 124 of the Act.
Your Company has Policy on materiality of relatedparty transactions and on dealing with related partytransactions policy. The Audit Committee reviews thispolicy periodically and also reviews and approves allrelated party transactions, to ensure that the same arein line with the provisions of applicable law and theRelated Party Transactions Policy. The Audit Committeeapproves the related party transactions and wherever itis not possible to estimate the value, approves limit forthe financial year, based on best estimates.
The related party transactions that were entered into bythe Company during the financial year 2024-25, were onan arm’s length basis. Further, no material related partytransactions were entered into by the Company duringthe financial year 2024-25. The disclosure under Section134(3)(h) read with Section 188 (2) of the Act in form AOC-2 is given in Annexure - 5 forming part of this Report.
The details of the transaction with related parties duringfinancial year 2024-25 are provided in the accompanyingfinancial statements.
The Policy on materiality of related party transactionsand on dealing with related party transactions asapproved by the Board in terms of Regulation 23 of theSEBI Listing Regulations is posted on the website of theCompany and can be accessed through the followinglink: https://www.iwpkatha.com/files/codes-policies/
Policy_Related%20 Party%20Transaction.pdf.
41. DISCLOSURES AS PER SEXUAL HARASSMENTOF WOMEN AT WORKPLACE (PREVENTION,PROHIBITION AND REDRESS) ACT, 2013
The Company has zero tolerance for sexual harassmentat the workplace and has adopted a policy on prevention,prohibition and redressal of sexual harassment at theworkplace in line with the provisions of the SexualHarassment of Women at Workplace (Prevention,Prohibition and Redressal) Act, 2013 and the rules framedthereunder. The Company has set up Internal ComplaintCommittee (ICC) under the Sexual Harassment ofWomen at Workplace (Prevention, Prohibition andRedressal) Act, 2013 along with its relevant Rules. Thepolicy on Prevention on Sexual Harassment at WorkPlace as approved by the Board is uploaded on theCompany’s website at https://www.iwpkatha.com/files/PREVENTION_ ON_SEXUAL_HARASSMENT.pdf.
The Committee met once during the FY 2024-25 onFebruary 14, 2025.
There was no complaint pending at the beginning andat the end of FY 2024-25 No complaints have beenreceived by the Committee during FY2024-25.
42. PARTICULARS OF ENERGY, TECHNOLOGY AB¬SORPTION, FOREIGN EXCHANGE EARNINGSAND OUTGO.
Information in accordance with the provisions of Section134(3)(m) of the Companies Act, 2013 read with Rule8 of the Companies (Accounts) Rules 2014 is given inAnnexure - 6 to this Report.
During the year under review, the Statutory Auditors andInternal Auditor have not reported any instances of fraudcommitted in the Company by its officers or employeesto the Audit Committee under section 143(12) and Rule13 of the Companies (Audit and Auditors) Rules, 2014 ofthe Companies Act, 2013.
Our employees are our core resource and the Companyhas continuously evolved policies to strengthen itsemployee value proposition. Your Company was ableto attract and retain best talent in the market and thesame can be felt in the past growth of the Company.The Company is constantly working on providing thebest working environment to its Human Resources witha view to inculcate leadership, autonomy and towardsthis objective; your company makes all efforts ontraining. Your Company shall always place all necessaryemphasis on continuous development of its HumanResources. The belief “Great People create GreatOrganization” has been at the core of the Company’sapproach to its people.
Your Directors state that no disclosure or reporting isrequired in respect of the following matters as therewere no transactions on these items during the yearunder review:
• Issue of equity shares with differential rights as todividend, voting or otherwise.
• Issue of shares (including sweat equity shares) toemployees of the Company under any scheme.
• The Company does not have any scheme ofprovision of money for the purchase of its own
shares by employees or by trustees for the benefitof employees.
• The Company serviced all the debts and financialcommitments as and when they became due, andno settlements were entered into with the bankers.Since the details of difference between amountof the valuation done at the time of one-timesettlement and the valuation done while taking loanfrom the Banks or Financial Institutions along withthe reasons thereof - Not Applicable.
• No fraud has been reported by the Auditors to theAudit Committee or the Board.
As a responsible corporate citizen, the Companysupports the ‘Green Initiative’ undertaken by theMinistry of Corporate Affairs, Government of Indiaenabling electronic delivery of documents including theAnnual Report etc. to Members at their e-mail addressregistered with the Depository Participants (“DPs”) andRTAs. To support the ‘Green Initiative’, Members whohave not registered their email addresses are requestedto register the same with the Company’s Registrar andShare Transfer Agent (“RTAs”)/Depositories for receivingall communications, including Annual Report, Notices,Circulars, etc., from the Company electronically.
Pursuant to the MCA Circular No. 09/2024 dated 19September 2024 and SEBI Circular dated 03 October2024, the Annual Report of the Company for the financialyear ending 31 March 2025 including therein the AuditedFinancial Statements for the financial year 2024-25, willbe sent only by email to the Members.
The Board of Directors takes this opportunity to expresstheir sincere thanks to the Central Government andGovernments of various states, Financial Institutions,Bankers and Customers for their cooperation andassistance extended.
Your directors also wish to express their deepappreciation for the integrity and hard work of everymembers of the IWP family.
The Board also takes this opportunity to express theirdeep gratitude for the continued cooperation and supportreceived from the shareholders.
For and on behalf of the Board of Directors ofThe Indian Wood Products Co LtdKrishna Kumar MohtaKolkata Chairman & Managing Director