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Walchand Peoplefirst Ltd.

BSE: 501370 Sector: Others
NSE: N.A. ISIN Code: INE695D01021
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VOLUME 501
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P/E 42.62
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OPEN 129.00
CLOSE 127.00
VOLUME 501
52-Week high 212.00
52-Week low 109.20
P/E 42.62
Mkt Cap.(Rs cr) 38
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Walchand Peoplefirst Ltd. (WALCHANDPEOPLE) - Director Report

Company director report

To

The Members

Walchand PeopleFirst Limited

The Directors are pleased to present the 97th Annual Report along with theAudited Financial Statements of your Company for the Financial Year ended 31stMarch 2017.

The State of the Company's Affairs

1. KEY FINANCIAL HIGHLIGHTS:

Particulars For the Year ended 31st March 2017 For the Year ended 31st March 2016

(INR. in lakhs)

(INR. in lakhs)

Profit before interest depreciation and taxation 161.49 412.70
Less: Interest (0.02) (0.05)
Less: Depreciation/Amortisation (49.14) (36.75)
Less: Provision for Taxation -
Current / earlier years (48.85) (117.88)
Add/(Less): Deferred Tax recognized 18.27 (9.92)
Net Profit 81.75 248.10
Add: Balance brought forward 734.66 530.25
Amount available for appropriation 816.41 778.35
Less : Proposed Final Dividend - (36.30)
Less : Dividend Tax - (7.39)
Balance carried to Balance Sheet 816.41 734.66

During the year under review the Company has reported a total income of INR. 2493.87lakhs out of which non-operating income amounts to INR 169.84 lakhs. Income fromoperations is INR 2324.03 lakhs which has increased by INR 49.08 lakhs i.e. by 2% ascompared to the previous year.

2. CHANGE IN THE NATURE OF BUSINESS:

There is no change in the nature of Business by the Company during the period underreview.

3. DIVIDEND:

Your Directors have decided not to recommend any dividend for the Financial Year ended31st March 2017.

4. TRANSFER TO RESERVES:

The Company has proposed to transfer Nil amount to the General Reserve out of amountavailable for appropriations.

5. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGSAND OUTGO:

(A) Conservation of energy -

Sub-rule 3(A) of Rule 8 of the Companies (Accounts) Rules 2014 pertaining to theConservation of energy is not applicable to the Company.

(B) Technology Absorption -

Sub-rule 3(B) of Rule 8 of the Companies (Accounts) Rules 2014 pertaining to theTechnology Absorption is not applicable to the Company.

Foreign exchange Earnings and Outgo-

The Foreign Exchange earned in terms of actual inflows and the Foreign Exchange outgoin terms of actual outflows is as follows:

A. Expenditure In Foreign Currency Financial Year ended 31.03.2017 Financial Year ended 31.03.2016
(INR in Lakhs) (INR in Lakhs)
Royalty Remitted 223.81 186.16
Others 11.98 8.51
B. Earnings in
Foreign currency
Professional fees 8.28 14.73
Others 6.46 4.07

6. MANAGEMENT DISCUSSION AND ANALYSIS:

Industry Structure & Developments

India's economy is set to grow at 7.4% in the current fiscal year 2017-18 against 7.1%in the previous year on the back of pick-up in consumption demand and higher publicinvestment according to the Asian Development Bank

In its latest Asian Development Outlook (ADO) 2017 report ADB said while the recentgross domestic product (GDP) data for 2016-17 did not fully capture the effects ofdemonetization the slowdown did reflect a continued slump in investment. "Draggingon growth were excess production capacity problems that past over investment left oncorporate balance sheets and new bank lending inhibited by too many stressedassets." Moderately higher growth is projected as consumption picks up and governmentinitiatives boost private investment. A continued commitment to reform-especially in thebanking sector-will help India maintain its status as the world's fastest growing majoreconomy. The ADO expects consumption to pick up as more new bank notes are put incirculation after the shock withdrawal of high-value currencies and as planned salary andpension hike for state employees are implemented. The public sector will remain the maindriver of investment as banks continue to wind down balance sheets constrained by highlevels of stressed assets. Exports are forecast to grow by 6% in the coming year.

Opportunities and Challenges

The corporate training market has been one of the most fluctuating segments in theoverall Education industry in India. The period of 2008-2010 saw a severe low point in theindustry's growth on account of the recession. However good economic growth andstabilization in businesses across industry along with greater emphasis on employeetraining and skill development in Indian organizations have been instrumental in fuelingthe corporate training market for last few years. As per the India Corporate TrainingOutlook 2020 report by Ken Research the corporate training industry in India has seen aCAGR of 13.5% between FY 2010 to FY 2015. Global expansion of business and confrontationof domestic as well as global competition has been a major growth driver for the market.

Training programs have evolved from being just a tool for employee skill upgradation toa medium for developing strategic initiatives to streamline business goals. Corporatetraining has also been an important mechanism for employee retention which is one of thebiggest people priorities in the corporate sector in India.

Services sectors dominate the demand for corporate training. According to the researchreport IT/ITES BFSI and Telecom sectors account for 58% of the overall market whileManufacturing and Government account for nearly 12% and 10% respectively.

Outsourcing of training services has seen a phenomenal growth in India over the lastfew years especially for behavioural training.

The market of computer training has witnessed positive technological advances withELearning virtual classroom and mobile learning. Yet 65% of all training is Instructorled. Completion rate and effectiveness of instructor led training is found to be 5 timeshigher than that of ELearning. Hence blended learning solutions are increasingly becomingpopular. Dale Carnegie is developing a stronger technological backbone for growing ourblended learning solutions and mobile apps to meet this market trend.

While large organizations spent most on training a significant challenge for themarket is that the small and medium sized organizations have been reluctant to spend ontraining and development.

Further low cost investment and lack of entry barriers has led to high fragmentationand competition in the market. However the top 5 players account for 46.2% of the market.The demand for better training providers is increasing and companies prefer trainingcompanies that have a strong brand identity an established sales and training capabilityto fulfil their needs. As such Dale Carnegie Training India is well placed and doescommand the dominant market share in the industry.

Apart from Dale Carnegie Training India that addresses the Corporate Training marketyour company caters to the Education Skilling & CSR segments through its IndiaFutures division.

To quote the Wheebox India Skills Report 2016 India has the advantage of the"demographic dividend" (younger population compared to the ageing population ofdeveloped countries) which can be cultivated to build a skilled workforce in the nearfuture. The country's population pyramid is expected to bulge across the 15–59 agegroups over the next decade. This demographic advantage is predicted to last only until2040. India therefore has a very narrow time frame to harness its demographic dividend andto overcome its skill shortages. To take advantage of the demographic dividend which isboth the biggest opportunity and the biggest concern for the country and there is a needto change the public perception about Skilling. Even today Skilling is perceived as thelast resort meant for those who have not been able to progress in the formal academicsystem. This mental block has only increased the gap between what the industry requiresand what is currently available. The need of the hour thus is to Synergize the efforts andresources to provide a feasible platform for vocational education and skill development.

Currently it is estimated that only 2.3% of the workforce in India has undergone formalskill training as compared to 68% in the UK 75% in Germany 52% in USA 80% in Japan and96% in South Korea.

Large sections of the educated workforce have little or no job skills making themlargely unemployable. Therefore India must focus on scaling up skill training efforts tomeet the demands of employers and drive economic growth.

The Indian Government has an ambitious target for skilling 500 million people by 2022.Under the aegis of the Ministry of Skilling Development and NSDC the Skilling initiativesare enduring several opportunities in the employability and vocational training sectors.This large goal is fueling the need for a vast training capacity where there is an acuteshortage. Your company is focusing on Trainer development through credible training oftrainers and certification programs. The ideal way forward is to seek partnerships thatwill strengthen the process of quality and access to the target segment. Towards this yourcompany is now empaneled with various Sector Skill Councils as a provider of certifiedMaster Trainers as well as with MSDE and NIESBUD to provide entrepreneurship developmentprograms.

To address the CSR segment your company is empaneled with Indian Institute of CompanyAffairs and is now a recognized provider of skills training and project implementation inCSR.

Outlook Risks & Control

While the overall economic forecast is positive the macro environment has been slow sofar and the lingering impact if any of demonetization is yet to be seen. Further theimpact of changing US regulations and geopolitical developments may have an adverse impacton some sectors like Information Technology other services and exports. Among potentialrisks for the Indian economy the ADO assesses the rapid increase in the price of oilcould undermine the country's fiscal position stoke inflation and swell the currentaccount deficit. ADB projected inflation to accelerate to 5.2% in 2017-18 and 5.4% in2018-19 as the global economy recovers and commodity prices rebound. All these factorscould have a bearing on the industry performance in the short term.

Given the above for the next twelve months the company maintains a conservativeposition. Nevertheless the overall medium and long-term outlook for the Training andSkilling industry is positive. Continuous review and agility will be key to leverage anyquick developments or to minimize risks if any.

Cautionary Statement

Your Company endeavors to perform and attempt to deliver the best at all times.However the statements made in this report describing the Company's objectivesexpectations or predictions shall be read in conjunction with the government policies asissued and amended from time to time the micro as well as macroeconomic scenarioprevailing at that time global developments and such other incidental factors that mayextend beyond the control of the Company and Management. Keeping this in view the actualresults may materially vary from those expressed in the statement.

Internal Control Systems

Your Company ensures that appropriate risk management limits control mechanisms andmitigation strategies are in place through its efficient and effective Internal ControlSystem and the same completely corresponds to its size scale and complexity ofoperations. The Company strives to put several checks and balances in place to ensure thatconfidentiality is maintained. Effective procedures and mechanisms are rolled out by afull-fledge Internal Audit System to ensure that the interest of the Company issafeguarded at all times. In addition to this the Risk Assessment policy of theorganization is reviewed on a quarterly basis by the Audit Committee / Board of Directorsof your Company.

Financial Performance

Total income achieved during the year under review is INR 2493.87 lakhs as against INR2414.56 lakhs in the previous year. Income from operations of the Company has been INR2324.03 lakhs against INR 2274.95 lakhs in the previous year showing an increase of 2%.After providing for taxation of INR 48.85 lakhs and deferred tax asset of INR 18.27 lakhsthe net profit of the Company is INR 81.75 lakhs as against the profit after tax of INR248.10 lakhs in the previous year. Operating Profit (Income from operations less directexpenses) of the Company for the current year is INR 377.16 lakhs as compared to INR608.75 lakhs in the previous year and hence has decreased by 38% compared to the previousyear. Total EBITDA is 6% on total income as compared to 17% in last year. Total PAT is 3%as compared to 10% in last year.

Human Resources

While growth and success are the prime motto of your Company at the same time it alsorealizes the importance of its intellectual capital. Continuous efforts are made toenhance manpower productivity through its comprehensive compensation and benefits plansfor all its employees. In order to develop a healthy environment within the organizationwe have a strong Performance Management System which ensures fairness and growth of allindividuals.

A comprehensive code of conduct has been developed for all employees which reinforcesour work ethics. An average eight days of training per year for each employee is directedat enriching leadership behavioral functional and technical skills as well as bringingabout a change in the attitude knowledge and skill of employees. Thus through thisprocess of learning and concurrent rewarding your Company aims to equip its employeeswith essential skills and competencies that would enable them to step the ladder ofsuccess.

7. REVISION OF FINANCIAL STATEMENT OF THE COMPANY/ THE REPORT OF THE BOARD:

The Financial Statement of the Company/ Board Report has not been revised during theFinancial Year 2016-2017 as per Section 131 of the Companies Act 2013.

8. ANNUAL RETURN:

The extract of Annual Return pursuant to Section 92 of the Companies Act 2013 readwith The Companies (Management and Administration) Rules 2014 (subject to amendment andre-enactment from time to time) in the prescribed Form MGT-9 is hereby attachedwith this Report in Annexure I and is a part of this Report. The same is as on 31stMarch 2017.

9. FIXED DEPOSITS:

The Company has not accepted any deposits within the meaning of Section 73(1) of theCompanies Act 2013 and the Rules made thereunder.

10. THE DETAILS IN RESPECT OF ADEQUACY OF

INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS:

The Company has adequate internal financial controls beside timely statutory auditlimited reviews and internal audits taking place periodically.

11. BOARD MEETINGS:

The Board of Directors (herein after called as "the Board") met for fourtimes during the Year under review:

Sr. Date of No. Meetings Venue and time of the meeting Directors present Directors to whom Leave of absence was granted
1. 27.04.2016 Construction 1. Ms.Pallavi Jha None
House Walchand 2. Mr. Sanjay Jha
Hirachand Marg 3. Mr. M. N. Bhagwat
Ballard Estate 4. Mr. V. K.Verma
Mumbai- 400 001 5. Dr. Vijay N. Gupchup
Time: 05:15 P.M. 6. Mr. Rajeev Dubey
2. 28.07.2016 Construction 1. Ms. Pallavi Jha None
House Walchand 2. Mr. Sanjay Jha
Hirachand Marg 3. Mr. M. N. Bhagwat
Ballard Estate 4. Mr. V. K.Verma
Mumbai- 400 001 5. Dr. Vijay N. Gupchup
Time: 01:00 P.M. 6. Mr. Rajeev Dubey
3. 08.11.2016 Construction 1. Ms. Pallavi Jha None
House Walchand 2. Mr. Sanjay Jha
Hirachand Marg 3. Mr. M. N. Bhagwat
Ballard Estate 4. Mr. V. K.Verma
Mumbai- 400 001 5. Dr. Vijay N. Gupchup
Time: 04:30 P.M 6. Mr. Rajeev Dubey
4. 02.02.2017 Construction 1. Ms. Pallavi Jha None
House Walchand 2. Mr. Sanjay Jha
Hirachand Marg 3. Mr. M.N.Bhagwat
Ballard Estate 4. Mr. V. K.Verma
Mumbai- 400 001 5.Dr. Vijay N. Gupchup
Time: 04:45 P.M. 6. Mr. Rajeev Dubey.

12. CHANGE IN DIRECTORS AND KEY MANAGERIAL PERSONNEL:

Changes in Directors and Key Managerial Personnel are as follows:

Sr. No. Name of the Director Particulars Date of Resignation
N.A. N.A. N.A. N.A.

Ms. Pallavi Jha retires by rotation and being eligible offers herself forre-appointment in the ensuing Annual General Meeting.

13. STATEMENT ON DECLARATION GIVEN BY THE INDEPENDENT DIRECTORS UNDER SECTION 149(6) OFTHE COMPANIES ACT 2013:

Pursuant to Section 149(4) of the Companies Act 2013 read with The Companies(Appointment and Qualifications of Directors) Rules 2014 (subject to amendment andre-enactment from time to time) the Central Government has prescribed that your Companyshall have minimum two Independent Directors on its Board.

In view of the above provisions your Company has following Independent Directors:

Sr. No. Name of the Independent Director Date of appointment/ Reappointment Date of passing of special resolution(ifany)
1. Mr. M.N.Bhagwat 30/07/2014 30/07/2014
2. Mr. V. K. Verma 30/07/2014 30/07/2014
3. Dr. Vijay N. Gupchup 30/07/2014 30/07/2014
4. Mr. Rajeev Dubey 30/07/2014 30/07/2014

All the above Independent Directors meet the criteria of ‘independence' prescribedunder section 149(6) and have submitted declaration to the effect that they meet with thecriteria of ‘independence' as required under section 149(7) of the Companies Act2013.

14. COMMITTEES OF BOARD:

I. Nomination and Remuneration Committee:

In accordance with the provisions of Section 178 of the Companies Act 2013 read withrules the Company has appropriate Nomination and Remuneration Committee consisting ofthree Non-executive Directors all the Directors being Independent Directors. The

Committee acts in accordance with the ‘Terms of Reference' approved and adopted bythe Board from time to time.

The Composition of the Committee is as under:

Sr. No. Name of the Member Designation
1 Mr. V. K. Verma Chairman
2 Mr. Rajeev Dubey Member
3 Mr. M. N. Bhagwat Member

Remuneration Policy

• Introduction:

The Company considers human resources as its invaluable assets. This policy onNomination and Remuneration of Directors Key Managerial Personnel (KMPs) and otheremployees has been formulated in terms of the provisions of the Companies Act 2013 readwith rules and the Securities And Exchange Board of India (Listing Obligations andDisclosure Requirements) Regulations 2015 in order to pay equitable remuneration to theDirectors KMPs and employees of the Company and to harmonies the aspirations of humanresources consistent with the goals of the Company.

• Objective and purpose of the policy:

N To formulate the criteria for determining qualifications competencies positiveattributes and independence for appointment of Directors (Executive and Non-Executive) andrecommend to the Board policies relating to the remuneration of the Directors KMP andother employees;

N To formulate the criteria for evaluation of performance of all the IndependentDirector and Directors on the Board;

• To devise a policy on Board diversity;

N To lay out remuneration principles for employees linked to their effort performanceand achievement relating to the Company's goals and support the organization's businessstrategy operating objectives and human capital needs.

• Constitution of Nomination and Remuneration Committee: The Board has constitutedthe Remuneration Committee on April 29 2004. The nomenclature of the said Committee waschanged to "Nomination and Remuneration Committee" on 17th April2014. This is in line with the requirements of the Companies Act 2013. The Board has theauthority to reconstitute the Committee from time to time.

• Terms of Reference of the Nomination and Remuneration Committee: The Nomination& Remuneration Committee is the sub -committee of the Board of Directors of theCompany and the terms of reference of the Committee shall be decided by the Board fromtime to time. The roles and responsibilities of the Nomination and Remuneration Committeeshall be as follows:

1. To formulate the criteria for determining qualifications positive attributes andindependence of a Director and recommend to the Board a policy relating to theremuneration of the Directors Key Managerial Personnel and other employees;

2. To identify persons who are qualified to become Directors and who may be appointedin senior management and recommend to the Board their appointment and removal and shallcarry out evaluation of every Director's performance;

3. To determine such policy taking into account all factors which it deems necessary.The objective of such policy shall be to ensure that members of the executive managementof the Company are provided with appropriate incentives to encourage enhanced performanceand are in a fair and responsible manner rewarded for their individual contributions tothe success of the Company;

4. To review the ongoing appropriateness and relevance of the remuneration policy;

5. To approve the design of any performance related pay schemes operated by the Companyand approve the total annual payments made under such schemes;

6. To decide on all share incentive plans for approval by the Board and shareholders.For any such plans determine each year whether awards will be made and if so theoverall amount of such awards the individual awards to the Executive Directors and othersenior executives and the performance targets to be used;

7. To consider and make recommendations in respect of any other terms of the servicecontracts of the executives and any proposed changes to these contracts and to review theCompany's standard form contract for Executive Directors from time to time;

8. To consider any other matters relating to the remuneration of or terms of employmentapplicable to the remuneration of the Directors Key Managerial Personnel and otheremployees.

• Appointment of Directors and Key Managerial Personnel: The Committee shallformulate the criteria for determining qualifications positive attributes andindependence of a Director and KMP and recommending candidates to the Board whencircumstances warrant the appointment of a new Director and KMP having regard to theexperience and expertise as may be deemed appropriate by the Committee at the time of suchrecommendation.

• Term of appointment of Directors:

a) Managing Director/ Whole - time Director/Manager: The Company shall appoint orre-appoint any person as its Managing Director Whole-time Director or Manager for a termnot exceeding five years at a time.

No re-appointment shall be made earlier than one year before the expiry of term.

b) Independent Directors: An Independent Director shall hold office for a term up tofive consecutive years on the Board of the Company and will be eligible for re-appointmenton passing of a special resolution by the Company and disclosure of such appointment inthe Board's Report. No Independent Director shall hold office for more than twoconsecutive terms but such Independent Director shall be eligible for appointment afterexpiry of three years of ceasing to become an Independent Director. Provided that anIndependent Director shall not during the said period of three years be appointed in orbe associated with the Company in any other capacity either directly or indirectly. Atthe time of appointment of Independent Director it should be ensured that number ofBoards on which such person serves is restricted to seven listed companies as anIndependent Director; and in case such person is serving as a Whole-time Director in anylisted company the number of boards on which such person serves as Independent Director isrestricted to three listed companies.

• Removal:

Due to reasons for any disqualification mentioned in the Companies Act 2013 rulesmade thereunder including any amendments made thereon and any other applicable acts rulesand regulations the Committee may recommend to the Board with reasons recorded inwriting removal of a Director or KMP subject to the provisions and compliance of the saidAct Rules and Regulations.

• Retirement:

The Directors and KMP shall retire as per the applicable provisions of the CompaniesAct 2013 and the prevailing policy of the Company. The Board will have the discretion toretain the Directors and KMP after attaining the retirement age for the benefit of theCompany.

• Remuneration of Non-Executive Directors:

The Non-Executive Directors shall be entitled to receive remuneration by way of sittingfees as detailed hereunder: Non-Executive Directors shall be entitled to receive sittingfees for each meeting of the Board or Committee of the Board attended by him of such sumas may be approved by the Board of Directors within the overall limits prescribed underthe Companies Act 2013 and The Companies Managerial Remuneration Rules 2014 (includingany statutory modification or re-enactments thereof from time to time).

• Remuneration of Managing Director CEO and Executive Director:

i. The remuneration/commission to the Managing Director CEO and Executive Directorwill be determined by the Committee and recommended to the Board for approval.

ii. The remuneration commission and increments to be paid to the Managing DirectorCEO and Executive Director shall be in accordance with the provisions of the CompaniesAct 2013 and the rules made there under.

iii. At the time of appointment or re-appointment the Managing Director CEO andExecutive Director shall be paid such remuneration as may be mutually agreed between theCompany (which includes the Nomination & Remuneration Committee and the Board ofDirectors) and the CEO & Managing Director and Executive Director within the overalllimits prescribed under the Companies Act 2013 and rules made thereunder.

iv. The remuneration shall be subject to the approval of the Members of the Company inGeneral Meeting as applicable.

v. The remuneration of the Managing Director CEO and Executive Director is broadlydivided into fixed and variable components. The fixed compensation shall comprise ofsalary allowances perquisites amenities and retiral benefits. The variable componentshall comprise of performance bonus/commission.

vi. In determining the remuneration (including the fixed increment andperformancebonus/commission) the Nomination & Remuneration Committee shall considerthe following:

a. The relationship of remuneration and performance benchmarks is clear;

b. Balance between fixed and variable pay reflecting short and long-term performanceobjectives appropriate to the working of the company and its goals;

c. Responsibility required to be shouldered by the Managing Director CEO and ExecutiveDirector and the industry benchmarks and the current trends;

vii. The Company's performance vis--vis the annual budget achievement and individualperformance vis--vis the KRAs / KPIs.

• Remuneration of Key Managerial Personnel and other employees:

i. In determining the remuneration of the KMPs and other employees the Nomination& Remuneration Committee shall consider the following:

a. The relationship of remuneration and performance benchmark is clear;

b. Balance between fixed and incentive pay reflecting short and long-term performanceobjectives appropriate to the working of the Company and its goals;

c. The remuneration is divided into two components viz. fixed component of salariesperquisites and retirement benefits and variable component of performance based incentive;

d. The remuneration including annual increment and performance incentive is decidedbased on the criticality of the roles and responsibilities the Company's performancevis--vis the annual budget achievement individuals performance vis--vis KRAs / KPIsindustry benchmark and current compensation trends in the market;

ii. The Managing Director & CEO will carry out the individual performance review ofthe KMPs based on the standard appraisal matrix and after taking into account theappraisal score card and other factors mentioned hereinabove and decide on the annualincrement and performance incentive. The overall policy for such calculations will beexplained to the Nomination & Remuneration Committee for its review and approval.

iii. Such performance reviews will be carried out by the KMPs for other employees anddiscussed with the Managing Director & CEO to decide on the annual increments andperformance incentives.

• Remuneration to Non-Executive / Independent Director: The Non-Executive /Independent Director may receive remuneration by way of sitting fees for attendingmeetings of Board or Committee thereof except Stakeholders Relationship Committee/Shareholders Grievance Committee Meeting for which no sitting fees shall be paid. Thesitting fees shall be paid as per the applicable provisions of the Companies Act 2013 andrules made there under.

II. Audit Committee:

The existing ‘Audit Committee' of the Company consists of four Directors withIndependent Directors forming a majority and the said constitution is in line with theprovisions of Section 177 of the Companies Act 2013 read with the rules. The AuditCommittee acts in accordance with the ‘Terms of Reference' specified by the Board inwriting from time to time.

The Composition of the Committee is as under:

Sr. No. Name of the Member Designation
1 Mr. M. N. Bhagwat Chairman
2 Mr. Sanjay Jha Member
3 Mr. V. K. Verma Member
4 Dr. Vijay N. Gupchup Member

Terms of Reference of the Audit Committee

The functions of the Audit Committee are broadly as under:

1. Oversight of the Company's financial reporting process and the disclosure of itsfinancial information to ensure that the financial statement is correct sufficient andcredible;

2. Recommendation for appointment remuneration and terms of appointment of Auditors ofthe Company;

3. Approval of payment to Statutory Auditors for any other services rendered by them;

4. Reviewing with the management the annual financial statements and auditor's reportthereon before submission to the board for approval with particular reference to:

a. Matters required to be included in the Director's Responsibility Statement to beincluded in the Board's Report in terms of clause (c) of sub-section 3 of section 134 ofthe Companies Act 2013;

b. Changes if any in accounting policies and practices and reasons for the same;

c. Major accounting entries involving estimates based on the exercise of judgment bymanagement;

d. Significant adjustments made in the financial statements arising out of auditfindings;

e. Compliance with listing and other legal requirements relating to financialstatements;

f. Disclosure of any related party transactions;

g. Qualifications in the draft audit report.

5. Reviewing with the management the quarterly financial statements before submissionto the board for approval;

6. Reviewing with the management the statement of uses / application of funds raisedthrough an issue (public issue rights issue preferential issue etc.) the statement offunds utilized for purposes other than those stated in the offer document / prospectus /notice and the report submitted by the monitoring agency monitoring the utilization ofproceeds of a public or rights issue and making appropriate recommendations to the Boardto take up steps in this matter;

7. Review and monitor the auditor's independence and performance and effectiveness ofaudit process;

8. Approval or any subsequent modification of transactions of the company with relatedparties;

9. Scrutiny of inter-corporate loans and investments;

10. Valuation of undertakings or assets of the company wherever it is necessary;

11. Evaluation of internal financial controls and risk management systems;

12. Reviewing with the management performance of statutory and internal auditorsadequacy of the internal control systems; 13. Reviewing the adequacy of internal auditfunction if any including the structure of the internal audit department staffing andseniority of the official heading the department reporting structure coverage andfrequency of internal audit;

14. Discussion with internal auditors of any significant findings and follow up thereon;

15. Reviewing the findings of any internal investigations by the internal auditors intomatters where there is suspected fraud or irregularity or a failure of internal controlsystems of a material nature and reporting the matter to the board;

16. Discussion with statutory auditors before the audit commences about the nature andscope of audit as well as post-audit discussion to ascertain any area of concern;

17. To look into the reasons for substantial defaults in the payment to the depositorsdebenture holders shareholders (in case of non-payment of declared dividends) andcreditors;

18. To review the functioning of the Whistle Blower mechanism;

a. Every listed company or such class or classes of companies as may be prescribedshall establish a vigil mechanism for directors and employees to report genuine concernsin such manner as may be prescribed;

b. The vigil mechanism under sub-section (9) of section 177 of the Companies Act 2013read with rules shall provide for adequate safeguards against victimization of persons whouse such mechanism and make provision for direct access to the chairperson of the AuditCommittee in appropriate or exceptional cases;

19. Approval of appointment of CFO (i.e. the Whole-time Finance Director or any otherperson heading the finance function or discharging that function) after assessing thequalifications experience and background etc. of the candidate;

20. The Audit Committee shall mandatorily review the following information:

a. Management discussion and analysis of financial condition and results of operations;b. Statement of significant related party transactions (as defined by the AuditCommittee) submitted by management;

c. Management letters / letters of internal control weaknesses issued by the statutoryauditors;

d. Internal audit reports relating to internal control weaknesses; and

e. The appointment removal and terms of remuneration of the Chief Internal Auditorshall be subject to review by the Audit Committee;

21. The Audit Committee shall have powers which should include the following:

a. To investigate any activity within its terms of reference.

The Audit Committee shall have authority to investigate into any matter in relation tothe items specified in sub-section (4) of section 177 of the Companies Act 2013 read withrules or referred to it by the Board and for this purpose shall have power to obtainprofessional advice from external sources and have full access to information contained inthe records of the company;

b. To seek information from any employee;

c. To obtain outside legal or other professional advice;

d. To secure attendance of outsiders with relevant expertise if it considersnecessary;

22. All Related Party Transactions shall require prior approval of the Audit Committee.

Approval or any subsequent modification of transactions of the company with relatedparties;

23. When money is raised through an issue (public issues rights issues preferentialissues etc.) the company shall disclose the uses / applications of funds by majorcategory (capital expenditure sales and marketing working capital etc) on a quarterlybasis as a part of their quarterly declaration of financial results to the AuditCommittee.

Further on an annual basis the company shall prepare a statement of funds utilizedfor purposes other than those stated in the offer document / prospectus / notice and placeit before the audit committee. Such disclosure shall be made only till such time that thefull money raised through the issue has been fully spent. This statement shall becertified by the statutory auditors of the company. Furthermore where the company hasappointed a monitoring agency to monitor the utilization of proceeds of a public or rightsissue it shall place before the Audit Committee the monitoring report of such agencyupon receipt without any delay. The audit committee shall make appropriaterecommendations to the Board to take up steps in this matter.

III. Stakeholders Relationship Committee/ Shareholders Grievance Committee:

The Committee has the mandate to review redress shareholders' grievances and toapprove all share transfers.

The composition of the Stakeholders Relationship Committee / Shareholders GrievanceCommittee as on March 31 2017 is as under:-

Sr. No. Name of the Director Designation
1 Mr. V. K. Verma Chairman
2 Mr. Sanjay Jha Member
3 Ms. Pallavi Jha Member

Mr. Vivek Wadhavkar Senior Manager (Accounts and Finance) has been designated as theCompliance Officer. The functions of the Stakeholder's Relationship Committee/Shareholders' Grievance Committee include the following:-

1. Transfer /Transmission of shares;

2. Issue of duplicate share certificates;

3. Review of shares dematerialized and all other related matters;

4. Monitors expeditious redressal of investors' grievances;

5. Non receipt of Annual Report and declared dividend;

6. All other matters related to shares.

IV. The Vigil Mechanism:

Your Company believes in promoting a fair transparent ethical and professional workenvironment. The Board of Directors of the Company has established a Whistle Blower Policy& Vigil Mechanism in accordance with the provisions of the Companies Act 2013 and theSecurities and Exchange Board of India (Listing Obligations and Disclosure Requirements)Regulations 2015 for reporting the genuine concerns or grievances or concerns of actualor suspected fraud or violation of the Company's code of conduct. The said Mechanism isestablished for directors and employees to report their concerns. The policy provides theprocedure and other details required to be known for the purpose of reporting suchgrievances or concerns. The same is uploaded on the website of the Company(www.walchandpeoplefirst.com).

15. QUALIFICATIONS GIVEN BY THE AUDITORS:

There are no qualifications reservation or adverse remarks or disclaimers made by theStatutory Auditors of the Company in their report and by Secretarial Auditor in theirreport.

16. CONTRACT OR ARRANGEMENT WITH RELATED PARTIES:

The company has entered into transactions with related parties in accordance with theprovisions of the Companies Act 2013 read with rules and the particulars of contracts orarrangements with related parties referred to in Section 188(1) as prescribed in Form AOC- 2 of the rules prescribed under Chapter IX relating to Accounts of Companies under theCompanies Act 2013 is appended as Annexure – II.

17. ANNUAL EVALUATION BY THE BOARD OF ITS OWN PERFORMANCE AND THAT OF ITS COMMITTEESAND INDIVIDUAL DIRECTORS:

As required under section 178(2) of the Companies Act 2013 and under Schedule IV tothe Companies Act 2013 on code of conduct for Independent directors a Comprehensiveexercise for evaluation of the performances of every individual director of the Board asa whole and its Committees and of the Chairperson of the Company has been carried by yourcompany during the year under review as per the evaluation criteria approved by the Boardand based on the guidelines given in schedule IV to the Companies Act 2013.

For the purpose of carrying out performance evaluation exercise three types ofEvaluation forms were devised in which the evaluating director has allotted to theindividual Director the Board as a whole its Committees and the Chairperson appropriaterating on the scale of six. Such evaluation exercise has been carried out:

(i) of Independent Directors by the Board;

(ii) of Non-Independent Directors by all the Independent Directors in separate meetingheld for the purpose on 02nd February 2017;

(iii) of the Board as a whole by all the Directors;

(iv) of the Committees by all the Directors;

(v) of the Chairperson of your Company by the Independent Directors in separate meetingafter taking into account the views of the Executive/ Non-Executive Directors;

(v) of the Board by itself.

Having regard to the industry size and nature of business your company is engaged andthe evaluation methodology adopted is in the opinion of the Board sufficient appropriateand is found to be serving the purpose. The Independent Director of the Company areevaluated by the Non-Executive Directors and the other Directors of the Board. Thecriteria's for the evaluation of the Independent Dire

b. Possesses sufficient skills experience and level of preparedness which allows theperson to clearly add value to discussions and decisions ;

c. Able to challenge views of others in a constructive manner;

d. Knowledge acquired with regard to the company's business/activities;

e. Understanding of industry and global trends;

f. Any qualitative comments and suggestions for improving effectiveness.

18. AUDITORS:

M/s. K. S. Aiyar & Co. Statutory Auditors of your Company having (ICAI FirmRegistration 100186W) were appointed at the 95th Annual General Meeting of theCompany held on 31st July 2015 for a period of 5 years i.e. from theconclusion of the Annual General Meeting held on 2015 till the conclusion of theAnnual General Meeting scheduled to be held in 2019 subject to the ratification by theMembers in every Annual General Meeting.

In view of the above the Audit Committee is requested to note the eligibility of theStatutory Auditors for ratification of their appointment at the 97th AnnualGeneral Meeting of the Company based on the Certificate received from them confirmingthat their ratification will be in accordance with the limits as laid down under Section139 of the Companies Act 2013 and that they do not attract any disqualification u/s. 141of the Companies Act 2013.

19. SECRETARIAL AUDITOR:

The Company has appointed M/s. Pramod S. Shah and Associates Practicing CompanySecretaries as a Secretarial Auditor of the Company according to the provision of section204 of the Companies Act 2013 read with rules for conducing Secretarial Audit of Companyfor the financial year 2016-2017. The Report of the Secretarial Audit is annexed herewithas Annexure III. The Secretarial Audit Report does not contain any qualificationsreservation or adverse remarks.

20. MATERIAL CHANGES AFFECTING THE FINANCIAL POSITION OF THE COMPANY: No materialchanges and commitments other than in the normal course of business have occurred afterthe close of the year till the date of this Report which affect the financial position ofthe Company.

21. PARTICULARS OF LOANS GUARANTEES AND INVESTMENT BY THE COMPANY:

The Company has not provided any loan or guarantee and has neither made any investmentsduring the year in accordance with Section 186 of the Companies Act 2013 (Annexure IV)

22. DETAILS OF NEW SUBSIDIARY/ JOINT VENTURES/ASSOCIATE COMPANIES:

There are no New Subsidiary/ Joint ventures/Associate Companies in our Company.

23. DETAILS OF THE COMPANY WHO CEASED TO BE ITS SUBSIDIARY/ JOINT VENTURES/ASSOCIATECOMPANIES:

Sr. No. Name of Company Subsidiary / Joint ventures/ Associate Company Date of cession of Subsidiary / Joint ventures/ Associate Company.
N.A N.A. N.A.

24. STATEMENT FOR DEVELOPMENT AND IMPLEMENTATION OF RISK MANANGEMENT POLICY U/S 134:

As per Regulation 21 of Securities and Exchange Board of India (Listing Obligations andDisclosure Requirements) Regulation 2015 the top 100 listed entities needs to adopt

Risk Management Policy. Therefore our Company is not required to adopt Risk ManagementPolicy.

25. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTIONPROHIBITION AND REDRESSAL) ACT 2013:

The Company is committed to provide safe and conducive environment to its employeesduring the year under review. Your Directors further states that during the year underreview there were no cases filed pursuant to the Harassment of Women at Workplace(Prevention Prohibition and Redressal) Act 2013.

26. EQUITY SHARES WITH DIFFERENTIAL RIGHTS:

The Company has not issued any equity shares with differential voting rights.

27. DISCLOSURE AS PER RULE 5 OF THE COMPANIES (APPOINTMENT AND REMUNERATION OFMANAGERIAL PERSONNEL) RULES 2014: Disclosures with respect to the remuneration ofDirectors KMPs and employees as required under section 197(12) of the Companies Act 2013read with Rule 5(1) and (2) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 are given in Annexure V to this Report.

28. DETAILS IN RESPECT OF FRAUDS REPORTED BY THE AUDITORS UNDER SECTION 143(12) OFCOMPANIES ACT 2013:

There are no frauds reported by the Auditor which are required to be disclosed underSection 143(12) of Companies Act 2013.

29. DISCLOSURE OF REMUNERATION PAID TO DIRECTOR KEY MANAGERIAL PERSONNEL ANDEMPLOYEES:

The Details with regards to the payment of Remuneration to the Directors and KeyManagerial Personnel is provided in Form MGT-9 – Extract of the Annual Return(appended as Annexure I).

30. CORPORATE SOCIAL RESPONSIBILITY POLICY:

During the year under review the Company has not developed the policy on CorporateSocial Responsibility as the Company does not fall under the prescribed classes ofCompanies mentioned under section 135(1) of the Companies Act 2013.

31. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS ORTRIBUNAL IMPACTING THE GOING CONCERN STATUS AND THE COMPANY'S OPERATION IN FUTURE:

There are no material or significant orders passed by the regulators or courts ortribunals impacting the going concern status and the company's operation in future.

32. DIRECTORS' RESPONSIBILITY STATEMENT:

Pursuant to sub-section (5) of Section 134 of the Companies Act 2013 and to the bestof their knowledge and belief and according to the information and explanations obtained/received from the operating Management your Directors make the following statement andconfirm that

(a) in the preparation of the annual accounts the applicable accountingstandards had been followed along with proper explanation relating to material departures;

(b) the directors had selected such accounting policies and applied themconsistently and made judgments and estimates that are reasonable and prudent so as togive a true and fair view of the state of affairs of the company at the end of thefinancial year and of the profit and loss of the company for that period;

(c) the directors had taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of this Act for safeguardingthe assets of the company and for preventing and detecting fraud and other irregularities;

(d) the directors had prepared the annual accounts on a going concern basis;

(e) the directors had laid down internal financial controls to be followed bythe company and that such internal financial controls are adequate and were operatingeffectively; and

(f) the directors had devised proper systems to ensure compliance with theprovisions of all applicable laws and that such systems were adequate and operatingeffectively.

33. Acknowledgement:

Your Directors place on record their sincere gratitude for the assistance guidance andco-operation the Company has received from all stakeholders. The Board further places onrecord its appreciation for the dedicated services rendered by the employees of theCompany.

For and on behalf of the Board
Ms. Pallavi Jha
Chairperson & Managing Director
DIN: 00068483
Address: 201 Sterling Heritage 39
Place: Mumbai N S Patkar Marg Gamdevi
Date: 21th April 2017 Mumbai - 400007