BOARD'S REPORT

FY2018 represents fiscal year 2017-18, from 1 April 2017 to 31 March 2018, and analogously for FY2017 and previously such labeled years.

Dear Shareholders,

Your Directors have pleasure in presenting their 98th Annual Report together with the Audited Accounts for the year ended 31 March, 2018.

1. FINANCIAL HIGHLIGHTS/PERFORMANCE OF THE COMPANY

Key highlights of financial performance of the Company for the FY2018 are as under:

2. DIVIDEND

Your Directors are pleased to recommend a dividend of Rs.1.25 per equity shares, i.e.12.5% on the paid up Share Capital of the Company, for FY2018, subject to approval of the shareholders at the ensuing Annual General Meeting. The dividend, if approved at the ensuing 98th Annual General Meeting (AGM), will be paid to those shareholders whose names appear on the register of members of the Company as on 10/09/2018. The AGM is scheduled to be held on 17/09/2018.

3. RESERVES

Transfer to reserve is optional for the Company, thus, during FY2018, our Company has not transferred any sum to the General Reserve.

4. REVIEW OF OPERATIONS AND STATE OF AFFAIRS

The Board of the Directors of your Company is pleased to inform that the Company has closed FY2018 recording another year of robust operational and financial growth. The Company has achieved a growth of 17% in revenue. The increase in revenue is primarily on account of the higher turnover with increased level of production. The Company's EBIDTA stood at Rs. 3447.00 Lakhs in FY2018 as compared to Rs. 2360.08 Lakhs in the previous year and the net profit stood at Rs. 1733.33 Lakhs in FY2018 Lakhs as against Rs. 1077.83 Lakhs in the previous fiscal. The growth in the EBIDTA and net profit are on account of reduction in the cost of production.

The operational performances at our Bareilly, Kundli and Vadodara units were excellent.

To meet the continuous increase in demand of quality Katha your Company has decided to set up a New Katha manufacturing unit at Jammu & Kashmir. Accordingly, SIDCO (A J&K Govt. Undertaking) based on Company's application has confirmed the allotment of 35 Canals of land in the State of Jammu & Kashmir in Sambha District.

In this regards, the Company has paid a lease value amounting to Rs. 245 Lakhs to SIDCO and the license by forest department is awaited. The project is being funded through a mix of debt and internal accruals. Total cost of the project will be approx. Rs. 26 Crores and the installed capacity of the proposed unit will be at 1200 MT.

During FY2018, the Company has undertaken feasibility study and decided to diversify its activities in the business of processing of different spices. Accordingly, the same was duly approved by the shareholders of the Company vide their special resolution dated February 15, 2018. The spices business is expected to commence by the end of second quarter FY 2019.

Our Company is committed to a clean environment and, thus, always thrives to ensure the best measures are implanted to ensure environmental safety. The best of environment, safety and pollution control measures are implemented across all our manufacturing units and that the measures adopted are adequate. The management continuously reviews the measures adopted and their efficiency to ensure environmental safety.

The operational performance and results are provided in "Management Discussion and Analysis Report" as a separate section in this Annual Report.

5. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS

No significant and material orders have been passed by the Regulators, Courts, or Tribunals impacting the going concern status of the Company and its operation in the future.

For further details on Indirect Tax Cases, please refer Note No. 43 & 44 to the notes to the accounts.

6. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY BETWEEN THE END OF THE FINANCIAL YEAR AND DATE OF THIS REPORT

With effect from April 17, 2018, the commercial production of Gambler extracts through solvent extraction has started at PT Sumatra Resources International, at Pangklan, West Sumatra Indonesia, a unit owned by our joint venture company namely Agro and Spice Pte. Ltd., Singapore. 100% production from this plant will be imported and consumed by our Company for manufacturing of better quality Katha. It is expected to benefit the Company by cost reduction and improved quality of Katha.

7. ALTERATION OF MEMORANDUM AND ARTICLES OF ASSOCITION

During FY2018, the object clause in the Memorandum and Articles of Association of the Company has been amended by inserting a new clause pursuant to the special resolution passed on February 15, 2018, through postal ballot to enable the Company to venture in the business of spices.

8. SHARE CAPITAL

There is no Change in the Share Capital of Company during FY2018.The Paid-up Share Capital of the Company as on 31 March 2018 comprises of 63, 97,272 Equity shares of Rs.10/-each.

9. HOLDING, SUBSIDIARIES, ASSOCIATES & JOINT VENTURE

Your Company has no holding, subsidiary & associates company as on 31 March 2018.

The Company has one overseas joint venture namely Agro Spice & Trading Pte Limited, Singapore, as on 31 March 2018, which is engaged in the business of trading of spices. PT Sumatra Resources International is a subsidiary of the said joint venture Agro Spice & Trading Pte Limited. PT Sumatra Resources International is incorporated and engaged in the business of manufacturing of Catechins from Gambler with the use of innovative technology. The entire production of PT Sumatra Resources International will be imported and consumed by our Company.

A statement containing the salient features of the financial statement of joint venture Company in the prescribed format AOC-1 is annexed herewith as "Annexure -1".

Further, pursuant to the provisions of Section 136 of the Companies Act, 2013, the standalone financial statements of the Company, consolidated financial statements along with relevant documents and separate audited accounts in respect of joint venture, are available on the website of the Company. These documents will also be available for inspection till the date of the AGM during the business hours at the Registered Office of the Company.

10. INDIAN ACCOUNTING STANDARD

Your Company has adopted Indian Accounting Standard (IndAS) with effect from April 1, 2017, pursuant to the Companies (Indian Accounting Standards) Rules 2015 notified by the Ministry of Corporate Affairs. The Financial Statement for the year ended March 31, 2018 included in this Annual Report has been prepared in accordance with the Ind AS. The Financial Statement for the year ended March 31, 2016 and March 31, 2017 have also been restated to comply with IndAS to make them comparable.

11. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUECY

The Company has an adequate Internal Control System, commensurate with the size, scale and complexity of its operations. To maintain its objectivity and independence, the Internal Auditor reports to the Chairman of the Audit Committee of the Board.

Internal Audit is conducted by an Independent Professional Firm of Chartered Accountants. The Internal Audit Reports are reviewed and discussed with the senior management team. The representative of Statutory Auditors and the Internal Auditors are permanent invitees to the Audit Committee meetings. The measures as suggested by the Audit Committee are implemented as per the direction of the Audit Committee.

The controls comprises of:

a) Officials of the Company have defined authority and responsibilities within which they perform their duty;

b) All the Banking transactions are under joint authority and no individual authorization is given;

c) Maker-checker system is in place.

d) Any deviations from the previously approved matter require fresh prior approval.

M/s. R. K. D. S. and Associates, Chartered Accountants, has been appointed to carry out Internal Audit of the Company for the financial year 2018-19.

12. LISTING OF SHARES AT BSE LIMITED

The equity shares of the Company were listed only on The Calcutta Stock Exchange Limited (CSE). There was no trading platform for the shareholders of the Company on CSE.

We are pleased to inform you that the Company has got its equity shares listed and admitted for trading on BSE Limited (BSE) under BSE's Direct Listing norms. The equity shares of the Company are listed and traded on BSE w.e.f February 21, 2018. The shareholders are now able to trade in the equity shares of the Company on BSE.

13. FIXED DEPOSITS

The Company has neither accepted nor renewed any deposits during the year under review. Further, the Company does not have any outstanding amount qualified as deposit as on March 31, 2018.

14. MANAGEMENT DISCUSSION & ANALYSIS REPORT

In term of requirements of Regulation 34(2)(e) of SEBI (LODR) Regulation 2015 a Management Discussion and Analysis Report are set out as separate section in this Annual report which forms an integral part of this report.

15. REPORT ON CORPORATE GOVERNANCE

In term of Regulation 34(3) of the listing Regulations, a Report on Corporate Governance together with a certificate from Practicing Company Secretary regarding compliance with the requirements of Corporate Governance is included as a separate section and form an integral part of this report.

16. DIRECTORS RESPONSIBILITY STATEMENT

In terms of Section 134(5) of the Companies Act, 2013, your Directors hereby confirm and state that:

i) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to materials departures;

ii) the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and the Profit of the Company for that period;

iii) The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv) That the Directors had prepared the annual accounts on a going concern basis;

v) That the Directors had laid down internal financial controls in the Company that are adequate and were operating effectively; and

vi) The Directors have devised proper systems to ensure Compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

17. CORPORATE SOCIAL RESPONSIBILITY

Your Company is conscious of its Social Responsibility and the environment in which it operates. Over the years, the Company aimed towards improving the life of the people.

Company's CSR policy covers activities in the field 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, ensuring environmental sustainability, animal welfare, sanitation including contribution to Swachh Bharat Kosh set up by the Central Government, contribution to the Prime Ministers National Relief Fund or any other project set up by the Central Government.

During FY2018, in compliance with Section 135 of the Act, an amount of Rs. 19.27 lakhs (including Rs. 2.77 lakhs of the previous year) is required to be spent by the Company in CSR activities. The Company has spent Rs. 20.30 lakhs on CSR activities covering maintaining quality of soil, mobile medical van for local villagers and Swachhalaya under Swatch Bharat Scheme.

The CSR Policy may be accessed on the Company's website at: http://www.iwpkatha.com/files/IWP_CSR_ Policy.pdf

The Annual Report on CSR activities is annexed herewith as Annexure -2 and forms a part of this Annual Report.

18. DIRECTORS AND KEY MANAGERIAL PERSONNEL

In accordance with the provisions of Section 152 of the Companies Act, 2013 and underthe Articles of Association of the Company, Mr. K K Damani (DIN 01385252), Executive Director of the Company, retire by rotation and being eligible offer himself for re-appointment.

Mr. K K Mohta (DIN 00702306), Whole time Director, has been re-appointed for a further period of 3 (three) years w.e.f. April 1, 2018 as Chairman & Managing Director of the Company as approved by the Shareholders on February 15, 2018.

Mr. Bharat Mohta (DIN 00392090) , Whole time Director of the Company designated as CEO of the Company has been re-appointed for a further period of 3 (three) years w.e.f. April 1, 2018 as approved by the shareholders on February 15, 2018.

Mr. K K Damani (DIN 01385252), Whole time Director, has been re-appointed for a further period of 3 (three) years w.e.f. April 15, 2018 designated as Executive Director of the Company as approved by the Shareholders on February 15, 2018

The criteria for selection of Directors and remuneration policy are disclosed in the Corporate Governance section which forms part of this Annual Report.

The details of programs or familiarization training of Independent Directors with the Company, their roles, right & responsibility, nature of the Industry in which Company operates and related matters are available on the Company's website www.iwpkatha.com

Mr. Anup Gupta, Company Secretary and Mr. R K Agarwal, Chief Financial Officer continued to function as Key Managerial Personnel's during the year under review.

19. DECLARATIONS BY INDEPENDENT DIRECTORS

In accordance with the provisions of Section 149(7) of the Companies Act, 2013, the Independent Directors have confirmed to the Company that he or she meets the criteria of independence laid down in Section 149(6) of the Companies Act, 2013 read with Regulation 16(1)(b) of the SEBI (Listing Obligations and Disclosure Requirements), Regulations 2015 (the Listing Regulations) as amended.

20. BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013, Regulation 17(10) of the Listing Regulations and in line with our corporate governance guidelines, peer evaluation of all Board members, annual performance evaluation of its own performance, as well as the evaluation of the working of Board's Committees was undertaken. This evaluation is led by the Chairman of the Nomination and Remuneration Committee with specific focus on the performance and effective functioning of the Board and its Committees. The evaluation process, interalia, considers attendance of Directors at Board and committee meetings, acquaintance with business, communicating inter se board members, the time spent by each of the Board members, core competencies, personal characteristics, accomplishment of specific responsibilities and expertise.

The performance of the Board was evaluated by the Board after seeking inputs from all the Directors on the basis of the criteria such as the Board composition and structure, effectiveness of Board processes, information and functioning etc.

The performance of the Committees was evaluated by the Board after seeking inputs from the Committee Members on the basis of the criteria such as the composition of Committees, effectiveness of Committee meetings, etc.

The report on performance evaluation of the Individual Directors was reviewed by the Chairman of the Board and feedback was given to Directors.

21. MEETING OF THE BOARD OF DIRECTORS

During the year under review, the Board met 8(eight) times. The details of the Board meetings are provided in the Report on Corporate Governance, which forms a part of this Annual Report.

The intervening gap between two consecutive meetings was within the limit prescribed under the Companies Act, 2013.

Meeting of the Independent Directors

During FY2018, one meeting of Independent Directors was held without the presence of the Executive Directors or Management Personnel on March 28, 2018. At such meeting, the Independent Directors have discussed, among other matters, the performance of the Company, flow of information to the Board, strategy, leadership strengths, compliance, governance, HR related matters and performance of Executive Directors.

22. AUDIT COMMITTEE

The Audit Committee of the Board comprises of:

During the year under review, there has been no instance where the recommendations of the Audit Committee have not been accepted by the Board. The details of the Audit Committee meetings are provided in the Report on Corporate Governance, which forms part of this Annual Report.

23. VIGIL MECHANISM

The Company has adopted a vigil mechanism named Whistle Blower Policy for directors and employees to report genuine concerns, which shall provide adequate safeguards against victimization of persons who use such mechanism. Under this policy, we encourage our employee to report any reporting of fraudulent financial or other information to the stakeholders, any conduct that results in violation of the Company's Code of Business Conduct, to management (on an anonymous basis, if employees so desire).

Likewise, under this policy, we have prohibited discrimination, retaliation or harassment of any kind against any employee who, based on the employee's reasonable belief that such conduct or practice have occurred or are occurring, reports that information or participates in the said investigation.

This meets the requirement under Section 177(9) and (10) of the Companies Act, 2013 and Regulation 22 of the Listing Regulations.

No individual in the Company has been denied access to the Audit Committee or its Chairman during the FY2018.

24. AUDITORS AND AUDITORS'REPORT

M/s. Agarwal Sanjay & Company, Chartered Accountants, (Firm Registration No. 329088E) were appointed as Statutory Auditors of the company by the members at the 97th Annual General Meeting held on 18 September 2017 fora term of 5 consecutive years subject to ratification by the Members at every Annual General Meeting.

The first proviso to Section 139 of the Companies Act, 2013 which provided for the ratification of appointment of the Statutory Auditors by the Members at every Annual General Meeting has been omitted by the Companies Amendment Act, 2017 w.e.f 7 May 2018. Hence, the appointment of Statutory Auditors shall continue to be valid till the conclusion of the 5 consecutive Annual general Meeting and no ratification of appointment of Statutory Auditor is required at the ensuing AGM.

The Statutory Audit Report does not contain any qualification reservation or adverse remark or disclaimer made by Statutory Auditors. The notes to the accounts referred to in the Auditors' Report are self-explanatory and, therefore, do not call for any further comments.

25. SECRETARIAL AUDIT

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and Rules made thereunder, the Company had appointed Mohd. Shahnawaz (Membership No. 21427 CP No. 15076), Practicing Company Secretary, to carry out the secretarial Audit of the Company for the FY2018. The Secretarial Audit Report submitted by him, for FY2018 is annexed herewith marked as Annexure - 3 to this Report.

The Secretarial Audit Report does not contain any qualification, reservation or adverse remark, and, therefore, do not call for any further comments.

26. NOMINATIONS AND REMUNERATION COMMITTEE

The Board has on the recommendation of the Nomination and Remuneration Committee framed a policy for selection and appointment of Directors and Senior Management Personnel and their remuneration. The Remuneration Policy is included in the Corporate Governance Report, which forms part of this Annual Report.

27. REMUNERATION RATIO OF THE DIRECTORS/KEY MANAGERIAL PERSONNELS (KMP)/ EMPLOYEES

Disclosures relating to remuneration and other details as required under section 197(12) of the Companies Act, 2013 read with rules 5(1) of the Companies (Appointment and Remuneration of Managerial personnel) Rules, 2014, is annexed herewith as 'Annexure - 4' and forms part of this Board's report.

The particulars of Managerial remuneration as stated in section 197(12) of the Companies Act, 2013 read with rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial personnel) Rules, 2014, is annexed herewith as 'Annexure- 5' and forms part of this Board's report.

28. RISK MANAGEMENT POLICY

Your Company's Risk Management Framework is designed to enable risks to be identified, assessed and mitigated appropriately. The Risk Management framework seeks to create transparency, minimize adverse impact on the business objectives and enhance the Company's competitive advantage.

The Company has constituted a Risk Management Committee. The details of Committee and its terms of reference are set out in the Corporate Governance Report forming part of the Board's Report.

29. EXTRACT OF ANNUAL RETURN

The Extract of the Annual Return in prescribed Form No. MGT - 9 as required under section 92(3) of the Companies Act, 2013 is included in this report and annexed herewith as 'Annexure -6' and forms a part of the Board's Report.

30. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The Company has not given any Loan or Guarantee covered under the provisions of Section 186 of the Companies Act, 2013. The details of Investments are disclosed in the Note No.4 to the standalone financial statements, which are within the prescribed statutory limits.

31. RELATED PARTY TRANSACTIONS

Pursuant to Section 134(3)(h) of the Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014, the particulars of contractual arrangement entered into by the Company with related parties referred to in Section 188(1) in Form AOC-2 is attached as 'Annexure - 7' and the same forms part of this report.

The details of related party transaction are disclosed in the notes to the financial statements.

The policy on Related Party Transactions as approved by the Board is uploaded on the Company's websit www.iwpkatha.com

32. DISCLOSURES AS PER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITION AND REDRESS) ACT, 2013

The Company has zero tolerance for sexual harassment at workplace and has adopted a policy on preventior prohibition and redressal of sexual harassment at workplace in line with the provisions of Sexual Harassment c Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules framed thereunder. Durini the FY2018, no complain had been received.

33. PARTICULARS OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNING! AND OUTGO.

Information in accordance with the provisions of Section 134(3)(m) of the Companies Act, 2013 read with Rul 8 of the Companies (Accounts) Rules 2014 is given in the Annexure - 8 to this Report.

34. HUMAN RESOURCES

Our employees are our core resource and the Company has continuously evolved policies to strengthen it employee value proposition. Your Company was able to attract and retain best talent in the market and th same can be felt in the past growth of the Company. The Company is constantly working on providing the bej working environment to its Human Resources with a view to inculcate leadership, autonomy and towards thi objective; your company makes all efforts on training. Your Company shall always place all necessary emphasi on continuous development of its Human Resources. The belief "Great People create Great Organization" ha been at the core of the Company's approach to its people.

35. GENERAL

Your Directors state that no disclosure or reporting is required in respect of the following matters as there wer no transactions on these items during the year under review:

Issue of equity shares with differential rights as to dividend, voting or otherwise.

Issue of shares (including sweat equity shares) to employees of the Company under any scheme.

The Company does not have any scheme of provision of money for the purchase of its own shares by employee or by trustees for the benefit of employees.

No fraud has been reported by the Auditors to the Audit Committee or the Board.

36. ACKNOWLEDGEMENT

Your Directors take this opportunity to express their sincere thanks to the Governments, Financial Institutions Bankers and Customers for their co-operation and assistance extended.

Your Directors also wish to express their deep appreciation for the integrity and hard work of all the employee of the Company at all levels to cope-up the challenging scenario and strive for the growth of our Company.

The Board also takes this opportunity to express their deep gratitude for the continued co-operation and suppoi received from the shareholders.

ANNEXURE-1

Form AOC-1

(Pursuant to first proviso to sub-section (3) of section 129 read with rule 5 of Companies (Accounts) Rules, 2014)

Statement containing salient features of the financial statement of subsidiaries/associate companies/joint ventures

Part "A": Subsidiaries

Part "B": Associates and Joint Ventures

Statement pursuant to Section 129 (3) of the Companies Act, 2013 related to Associate Companies and Joint Ventures

1. Above named Joint Venture are yet to commence operation - NIL

2. Names of joint ventures which have been liquidated or sold during the year: NIL

For and on behalf of Board of Directors of The Indian Wood Products Co. Ltd.

K.K. Damani Bharat Mohta R.P.Chetani

Executive Director WTD & CEO Director

DIN:01385252 DIN:00392090 DIN:0039221£

Kolkata R.K. Agarwal Anup Gupta

May 30, 2018 Chief Financial Officer Company Secretary

Annexure A

ANNEXURE-3

Form No. MR-3 SECRETARIAL AUDIT REPORT FOR THE FINANCIAL YEAR ENDED 31ST MARCH, 2018

[Pursuant to section 204(1) of the Companies Act, 2013 and rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014]

To,

The Members

THE INDIAN WOOD PRODUCTS CO LTD

CIN: L20101WB1919PLC003557

9 Brabourne Road, 7th floor,,

Kolkata - 700 001

I have conducted the Secretarial Audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by The Indian Wood Products Co Ltd (hereinafter referred as 'the Company'). Secretarial Audit was conducted in a manner that provided me a reasonable basis for evaluating the corporate conducts/statutory compliances and expressing my opinion thereon.

Based on my verification of the Company's books, papers, minute books, forms and returns filed and other records maintained by the Company and also the information provided by the Company, its officers, agents and authorized representatives during the conduct of Secretarial Audit, I hereby report that in my opinion, the Company has, during the audit period covering the financial year ended on 31 March 2018 ('Audit Period') complied with the statutory provisions listed hereunder and also that the Company has proper Board-processes and compliance-mechanism in place to the extent, in the manner and subject to the reporting made hereinafter:

I have examined the books, papers, minute books, forms and returns filed and other records maintained by the Company for the financial year ended on 31 March 2018, according to the provisions of:

(i) The Companies Act, 2013 (the Act) and the rules made thereunder;

(ii) The Securities Contracts (Regulation) Act, 1956 ('SCRA') and the rules made thereunder;

(iii) The Depositories Act, 1996 and the Regulations and Bye-laws framed thereunder;

(iv) Foreign Exchange Management Act, 1999, and the rules and regulations made thereunder to the extent of Foreign Direct Investment, Overseas Direct Investment and External Commercial Borrowings - Not applicable to the Company during the Audit Period;

(v) The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992('SEBIAct'):

(a) The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011;

(b) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015;

(c) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009 (SEBI (ICDR) Regulations, 2009);- Not Applicable to the Company during the Audit Period

(d) The Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014 - Not applicable to the Company during the Audit Period;

(e) The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008 - Not applicable to the Company during the Audit Period;

(f) The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993 regarding the Companies Act and dealing with client;

(g) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009 - Not applicable to the Company during the Audit Period;

(h) The Securities and Exchange Board of India (Buyback of Securities) Regulations, 1998 - Not applicable to the Company during the Audit Period;

(i) The Securities and Exchange Board of India (Listing Obligations and Disclosures Requirements) Regulations 2015 (herewith referred as Listing Regulations); and

(vi) Other specifically applicable laws to the Company.

a. Water (Prevention and Control of Pollution) Act, 1974 and Air (Prevention And Control of Pollution) Act, 1981;

b. Factories Act, 1948;

c. Food Safety and Standards Act, 2006; and

d. Boiler Act 1923 & Indian Boiler Regulation, 1950

I have also examined compliance with the applicable clauses of the Secretarial Standards issued by The Institute of Company Secretaries of India.

I have relied on the representation made by the Company and its Officers for systems and mechanism formed by the Company for compliances under other applicable Acts, Laws and Regulations to the Company.

During the period under review, the Company has complied with the provisions of the Act, Rules, Regulations, Guidelines, Standards, etc. mentioned above.

I further report that:

The Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non-Executive Directors and Independent Directors including a Woman Director. The changes in the composition of the Board of Directors that took place during the period under review were carried out in compliance with the provisions of the Act.

Adequate notice is given to all directors for the Board Meetings, including Committees thereof, along with agenda and detailed notes on agenda at least seven days in advance, and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting by the directors.

All decisions at Board Meetings and Committee Meetings are carried out unanimously and recorded in the minutes of the meetings of the Board of Directors or Committee of the Board, as the case may be.

I further report that there are adequate systems and processes in the Company commensurate with the size and

operations of the company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines.

I further report that during the audit period, there were following specific events / actions having a major bearing on Company's affairs in pursuance of the above-referred laws, rules, regulations, guidelines, standards, etc.:

a. The shareholders of the Company through postal ballot, result of which declared on April 13,2017, have approved the followings:

i. Increase in Authorized Share Capital of the Company and consequential amendment to the Memorandum of Association of the Company;

ii. Re-appointment of Mr. Krishna Kumar Mohta (DIN 00702306) as Whole-Time Director designated as Chairman and Managing Director of the Company

iii. Revision in the remuneration of Mr. Bharat Mohta (DIN 00392090) and his re-designation as Chief Executive Officer (CEO) of the Company

iv. Re-appointment of Mr. Krishna Kumar Damani (DIN 01385252) as Whole-Time Director designated as Executive Director of the Company

v. Appointment of Ms. Drisha Poddar (DIN 07729080) as an Independent Director of the Company

b. The shareholders of the Company through postal ballot, result of which declared on February 15, 2018, have approved the followings:

i. Amendment in the Object Clause of the Memorandum of Association of the Company.

ii. Re-appointment of Mr. Krishna Kumar Mohta (DIN: 00702306) as Whole-Time Director designated as Chairman and Managing Director of the Company

iii. Re-appointment of Mr. Bharat Mohta (DIN 00392090) as Whole-Time Director designated as Chief Executive Officer (CEO) of the Company

iv. Re-appointment of Mr. Krishna Kumar Damani (DIN 01385252) as Whole-Time Director designated as Executive Director of the Company

c. The equity shares of the Company has been listed and admitted to dealings on BSE limited w.e.f. Wednesday, February 21, 2018, under BSE Limited's Direct Listing norms.

M Shahnawaz & Associates

Practicing Company Secretary

Md. Shahnawaz

Proprietor

Membership No.: 21427 CPNo.: 15076

Kolkata, May 30, 2018

ANNEXURE- 4

INFORMATION PURSUANT TO SECTION 197(12) OF THE COMPANIES ACT, 2013 READ WITH RULE 5(1) OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014

(i) The ratio of the remuneration of each Executive Director to the median remuneration of the employees of the Company for the financial year 2017-18

(ii) The percentage increase in remuneration of each Director, Chief Financial Officer, Chief Executive Officer, Company Secretary or Manager, if any, in the financial year

(iii) Percentage increase in the median remuneration of all employees in the financial year 2017-18:

The percentage increase in the median remuneration of employees in the financial year 2017-18 was Nil. Since median remuneration of non managerial employees is not comparable due to increase in number of employees from 271 to 302.

(iv) Number of permanent employees on the rolls of the Company as on March 31, 2018:

There were 302 permanent employees on the rolls of the Company as on March 31, 2018.

(v) Comparison of average percentage increase in salary of employees other than Key Managerial Personnel and the percentage increase in the remuneration paid to Key Managerial Personnel.

Average salary increase of non managerial employees is not comparable due to average percentile increase in the salaries in the last Financial Year 2017-18 was Nil. The Median Salary taken in 2017-18 is Rs. 449551 (Number of Employee 302) compare to Median Salary taken for the previous year was Rs. 451747 (Number of Employees- 271). However, the average increase in the managerial remuneration during the year is 126.77%

(vi) Affirmation that the remuneration is as per the Notification and Remuneration Policy of the Company:

It is hereby affirmed that the remuneration paid to all the Director, KMP, Senior Managerial Personnel and all other employees of the Company during the financial year ended March 31, 2018 were as per the Nomination and Remuneration Policy of the Company.

ANNEXURE- 5

Statement of Particulars of employees pursuant to the provisions of Section 197(12) of the Companies Act, 2013 with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 for the year ended March 31, 2018

Top 10 Employees including those Employed throughout the financial year, under review and were in receipt of remuneration aggregating not less than Rs. 1,02,00,000 per annum

Notes :

1 None of the employees employed for part of the financial year 2017-18,were in receipt of remuneration for any part of the financial year, at a rate which , in aggregate, was not less than Rs. 8.50 Lakhs (Rupess eight Lakhs and fifty thousand) per month.

2 Except for Mr. Krishna Kumar Mohta & Bharat Mohta , none of the employees mentioned above are related to any of the Directors of the Company within the meaning of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and other applicable provision, if any.

3 All appointment are terminable by notice on either side.

4 Remuneration includes salary, bonus, commission, various allowances, performances incentive, contribution to provident fund and superannuation fund and taxable value of perquisite but excludes provision for gratuity and leave encashment.

5 The terms of Sevice of Mr. Krishna Kumra Mohta, Mr. Bharat Mohta and Mr. Krishna Kumar Damani are goverened by the Special Resolution, passed by the shareholders of the Company dated February 15, 2018

ANNEXURE-6

EXTRACT OF ANNUAL RETURN

FORM NO. MGT 9

Pursuant to Section 92 (3) of the Companies Act, 2013 and rule 12(1) of the Company (Management & Administration) Rules, 2014.

As on financial year ended on 31.03.2018

II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY (All the business activities contributing 10 % or more of the total turnover of the company shall be stated)

IV. SHARE HOLDING PATTERN (Equity Share Capital Break-up as percentage of Total Equity)

A) Category-wise Share Holding

B) Shareholding of Promoter-

C) Change in Promoters' Shareholding (please specify, if there is no change)

D) Shareholding Pattern of top ten Shareholders:

(Other than Directors, Promoters and Holders of GDRs and ADRs):

E) Shareholding of Directors and Key Managerial Personnel:

V) INDEBTEDNESS -Indebtedness of the Company including interest outstanding/accrued but not due for payment.

VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL-

* Rounded off for Rs. 500.00

ANNEXURE-7 FORM NO. AOC - 2

(Pursuant to clause (h) of sub-section (3) of section 134 of the Act and Rule 8(2) of the

Companies (Accounts) Rules, 2014.

Form for Disclosure of particulars of contracts/arrangements entered into by the company with related parties referred to in sub section (1) of section 188 of the Companies Act, 2013 including certain arms length transaction under third proviso thereto.

1. Details of contracts or arrangements or transaction not at Arm's length basis.

2. Details of contracts or arrangements or transactions at Arm's length basis.

Annexure -8

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS & OUTGO ETC.

Information on conservation of Energy Technology absorption, Foreign Exchange and outgo as required to be disclosed U/s. 134 of the Companies Act, 2013 read with Companies (Accounts) Rule, 2014

A. CONSERVATION OF ENERGY

C. FOREIGN EXCHANGE EARNINGS AND OUTGO

The export market is not consistent and favorable for Katha. Moreover, as per the past trend the ratio of Export Sales to domestic Sales of the company is neither significant nor material. The Company has exported Katha of Rs. 52.47 Lacs during the year. However, Company is regularly importing Raw Materials for its consumption resulting in earnings / outgo as under: