TO THE MEMBERS OF WEIZMANN FOREX LIMITED
The Directors are pleased to present this 34 Directors' Report of your Company alongwith the Audited Statement of Accounts for the year ended 31 March 2019.
1. FINANCIAL RESULTS
| || || |
(Rs. in lakh)
|Particulars ||Standalone ||Consolidated |
| ||2018-19 ||2017-18 ||2018-19 ||2017-18 |
|Total Income including exceptional items ||918940.71 ||769988.20 ||918940.71 ||769988.20 |
|Profit / (Loss) Before Depreciation ||(1561.99) ||5655.39 ||(1561.99) ||5655.39 |
|Less : Depreciation ||273.39 ||445.36 ||273.39 ||445.36 |
|Profit / (Loss) Before Tax ||(1835.38) ||5210.03 ||(1814.31) ||5084.70 |
|Less : Income Tax ||717.21 ||2013.87 ||717.21 ||2013.87 |
|Less : Deferred Tax ||(2729.53) ||(217.99) ||(2729.54) ||(217.99) |
|Profit / (Loss) After Tax from Continuing Operations ||176.94 ||3414.15 ||198.01 ||3288.82 |
|Profit / (Loss) After Tax from Discontinuing Operations ||(1540.46) ||- ||(1540.46) ||- |
|Profit / (Loss) for the year ||(1363.52) ||3414.15 ||(1342.45) ||3288.82 |
|Other Comprehensive Income Net of Tax ||(3626.84) ||2012.83 ||(3626.84) ||2204.90 |
|Total Comprehensive Income for the year ||(4990.36) ||5426.98 ||(4969.29) ||5493.72 |
The consolidated Financial Statements of the Company and its associates prepared inaccordance with Indian Accounting Standards (IND AS) including the Rules notified underthe relevant provisions of the Companies Act 2013 form part of the Annual Report andAccounts. The Company has adopted IND AS w.e.f. 01.04.2017 the date from which the saidstandards are mandatorily applicable and accordingly has changed number of AccountingPolicies as detailed in "Significant Accounting Policies" forming part ofFinancial Statements for F.Y. 2018-19 in line with the applicable IND AS. Figures for F.Y.2017-18 has been restated as per IND AS and therefore may not be comparable withFinancials for F.Y. 2017-18 approved by the Directors and disclosed in the FinancialStatements of the previous year.
2. REVENUE FROM OPERATIONS
Your Company's revenue from operations during the year under review was Rs. 916032.92in Lakh as compared to Rs. 769180.36 In Lakh in the previous year.
The Consolidated revenue from operations during the year under review was Rs.916032.92 in Lakh as compared to Rs. 769180.36 In Lakh in the previous year registeringan increase of 19.09 % over the previous year.
The Loss before Tax from Continuing Operations for the year 2018-19 was Rs. (1835.38)in Lakh as against the profit of Rs. 5210.03 in Lakh in the previous year. Loss after Taxfrom Continuing Operations in 2018-19 stood at Rs. (1363.52) in lakh as against theprofit of Rs. 3414.16 in Lakh in the previous year.
On a consolidated basis Loss before Tax from Continuing Operations for the year2018-19 was Rs. (1814.31) as against the profit of Rs. 5084.70 In Lakh in the previousyear.
Due to Loss in the year 2018-19 the Company has not declared dividend as compared tothe previous year dividend of Rs. 1/- per share ie. 10%.
5. SHARE CAPITAL
During the year under review the Company has bought back 436467 fully paid up equityshares of face value of Rs. 10/- each from the shareholders of the Company as on therecord date ie. 16 August 2018 on a proportionate basis at a price of Rs. 702/- per sharethrough the "Tender Offer" Route. On 2 November 2018 the Company hadextinguished 433828 fully paid up equity shares of Rs. 10/- each (in dematerializedform) and 2639 fully paid up equity shares of Rs. 10/- each (in physical form) as aresult of the conclusion of buyback of 436467 equity shares.
Therefore the paid up Equity Share Capital of the Company as on 31 March 2019 is Rs.111278900/- as compared to Rs. 115643570/-
During the year under review an amount of Rs. 43.65 Lakh has been transferred toCapital Redemption Reserve on the buy-back of 436467 equity shares of Rs. 10/- each. Noamount was transferred to General Reserve during the year under review.
7. MATERIAL CHANGES AND COMMITMENTS IF ANY AFFECTING THE FINANCIAL POSITION OFTHE COMPANY WHICH HAVE OCCURED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TOWHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT
During the year under review the Company was in receipt of intimation dated 1January 2019 from Centrum Capital Limited (Merchant to the Offer) regarding Open Offeralong with Public Announcement (PA) to the extent of 2799350 Equity Shares of Rs. 10/-each at an offer price of Rs. 528/- per share by EbixCash World Money Limited (Acquirer)pursuant to Share Purchase Agreement dated 31 December 2018 signed between all thePromoter and Promoter Group of the Company and the Acquirer.
Further the following documents were submitted by the Manager to the Offer to theCompany and/or SEBI pursuant to the provisions of the Securities and Exchange Board ofIndia (Substantial Acquisition of Shares and Takeovers) Regulations 2011 and subsequentamendments thereof (the "SEBI (SAST) Regulations"):
- On 7 January 2019 a Detailed Public Statement on behalf of the Acquirer innewspapers
- On 14 January 2019 Draft Letter of Offer
- On 22 January 2019 the Recommendation of the Committee of Independent Directors(IDC) on the Open Offer was published in newspaper
On 6 February 2019 the Promoter and Promoter Group of the Company filed theirdisclosures to the Company and Stock Exchanges about their sale of entire shareholding of8328540 Equity Shares at price of Rs. 528/- representing 74.84% to EbixCash World MoneyLimited (Acquirer) pursuant to Share Purchase Agreement dated 31.12.2018 between thePromoter and Promoter Group of the Company and EbixCash World Money Limited (Acquirer).Due to this Weizmann Forex Limited became a subsidiary of EbixCash World Money Limited(Acquirer) and the Acquirer becomes the majority shareholder of the Company and in controlof the Company and are part of the Promoter and Promoter Group of the Company.
On 20 May 2019 SEBI's Observation Letter was received and subsequently theactivities as mentioned in the schedule of activities relating to offer took place and on4 July 2019 Manager to the Offer has forwarded to us a copy of Post-Offer Advertisementwhich was submitted to the Stock Exchanges on same date by the Company. Post-offerEbixCash World Money Limited (Acquirer) holds 10008200 equity shares representing89.93% of the Company.
The Company continues to focus in strengthening its core businesses of Money Changingand Money Transfer as one of the foremost RBI approved Principal Agents of overseas moneytransfer entities. The Company has over 61000 network locations and has tie up with allthe leading overseas money transfer players like Western Union Money Gram Ria FinancialServices UAE Exchange and Transfast
During the year under review there has been a change in control and management of thecompany with Ebix Group acquiring the entire stake of 74.84% from Weizmann GroupPromoters. Ebix is a multinational entity having presence in all the continents and listedin NASDAQ. Ebix Group is predominantly into supply of on-demand software and e-commercesolutions to the insurance financial and healthcare industries. Ebix operates dataexchanges in the areas of finance travel life insurance annuities employee healthbenefits risk management workers compensation insurance underwriting. Ebix financialand travel exchanges currently operate primarily in India and certain ASEAN countries.Ebix Group has acquired a number of money transfer businesses and money changingbusinesses apart from travel and software related entities in India in the last couple ofyears and expects through proper restructuring and reorganizing a perfect economies ofscale. The Company now has the privilege of international expertise to further itsinterests as well as strengthen its existing network.
With India continuing to hold the numerouno position as recipient of funds from itsdiaspora at an estimated figure of USD 9 Billion in 2018 as per World Bank Report themoney transfer business is expected to grow steadily.
During the year under review your Company has incurred a loss before tax of Rs. 18.35Crore as against the previous year's profit of Rs. 52.10 Cr.
The above performance was mainly due to the provisions made for the following as atMarch 31 2019.
a) Rs. 2812.30 lakhs towards provision for estimated claims. The Company under thenew management has made a provision for the unexpired claw back period under the contractwith a Money Transfer Overseas Principal that may have to be paid to them for notretaining a minimum number of business locations for the unexpired period of the contractwith them.
b) Rs. 1998.39 lakhs towards provision for Expected Credit Loss (ECL) on Tradereceivables as per Ind AS 109.
c) Rs. 366.37 lakhs towards write-off of ERP Software acquired and customised foroperations under the erstwhile management post-acquisition the software has lost itsrelevance in the opinion of the new management.
In its Money Changing Division activity the turnover increased by 19.78 % - Rs.9061.14 Crore in the current year as against Rs. 7564.66Crore in the previous yearcoupled with better margins & Improved Inventory and Cash Management have contributedto activity's bottom line.
In Money Transfer business activity the income decreased by 25.33 % to Rs. 76.28 Crorein the current year as against Rs. 102.16 Crore in the previous year. The reduction isprimarily due to rising geopolitical tensions in select countries which had impacted onthe de-growth of remittance flows.
Both the core activities of the company are regulated by Reserve Bank of India and theCompany constantly upgrades its systems and procedures to comply with the extantguidelines of regulatory body as providing continuous training to employees strengtheningits internal control and internal audit system not only helps in compliance but alsocontributing to the bottom line.
The Company has exited from wind energy business by divesting its Investment in windfarms in Tamil Nadu and Maharashtra aggregating to 7.2 MW which was contributing less tothe profitability.
9. SUBSIDIARY / ASSOCIATE / JOINT VENTURE COMPANIES
The Company does not have any subsidiary Company.
Brahmanvel Energy Ltd. Khandesh Energy Projects Ltd. and Weizmann Corporate ServicesLtd. were the Associates of the Company and ceased to be associates on September 17 2018the date on which the investments in these Companies were sold. The investment in BatotHydro power Ltd. was sold on February 4 2019 till which date it was an associate.
Horizon Remit SDN BHD Malaysia being a Joint Venture of the Company in the past doesnot continue to be the Joint Venture of the Company on account of change in control.
In accordance with Section 136 of the Companies Act 2013 read with Rule 10 of TheCompanies (Accounts) Rules 2014 a Company may forward statement of accounts containingthe salient features in the prescribed form and simultaneously ensure that copies of thefinancial statements including consolidated financial statements along with AuditorsReport Directors Report and other documents that is required to be attached are annexedwith the financial statements and made available for inspection at the registered officeof the company during working hours for a minimum period of 21days prior to the meetingof the shareholders. Also salient features in the financial statement of associatecompanies and joint venture compiled in Form AOC-1 of the subject Rules are attached tothe financial statements.
The Company has become subsidiary of EbixCash World Money Limited (Acquirer).
The Company has adopted a Policy for determining the criteria of Material Subsidiarywhich can be viewed on the Company's website at www.weizmannforex.com.
10. DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to Section 134(3) of the Companies Act 2013 your Directors confirm:
i) that in the preparation of the annual accounts the applicable accounting standardshad been followed along with proper explanation relating to material departures if any;
ii) that the Directors had selected such accounting and applied them consistently andmade judgments and estimates that are reasonable and prudent so as to give a true and fairview of the state of affairs of the Company at the end of the financial year and of theloss of the Company for that period;
iii) that 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 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 to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively; and
vi) the Directors had devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively ;
11. DIRECTORS AND KEY MANAGERIAL PERSONNEL
During the year under review Mr. B. Karthikeyan (DIN : 01902755) resigned as ManagingDirector w.e.f. 01.03.2019. Mr. Upkar Singh Kohli (DIN : 02528045) resigned as IndependentDirector w.e.f. 06.03.2019 and Mr. Balkrishna L. Patwardhan (DIN : 00147084) resigned asIndependent Director w.e.f. 30.03.2019. Ms. Shridevi Vungarala resigned as CompanySecretary and Compliance officer w.e.f. 17 June 2018. The Board wishes to place on recordits appreciation for the invaluable services rendered by the Directors and CompanySecretary during their tenure in the Company.
Mrs. Sushama Kadam was appointed as Company Secretary and Compliance Officer w.e.f. 14August 2018.
There was change in management of the Company due to change in directorate of theCompany as follows :
|NAME OF DIRECTOR ||DIN ||DESIGNATION ||APPOINTMENT/ RESIGNATION ||DATE |
|Mr. Robin Raina ||00475045 ||Non-Executive Non- Independent Director (Additional Director) ||Appointment ||16.04.2019 |
|Mr.Guruprasad T. Chandrashekaran ||03413982 ||Whole-Time Director ||Appointment ||16.04.2019 |
|Mr.Vikas Verma ||03511116 ||Non-Executive Non- Independent Director ||Appointment ||16.04.2019 |
|Mr. Dharmendra G. Siraj ||00025543 ||Non-Executive Non- Independent Director (Chairman) ||Resignation ||16.04.2019 |
|Mr. Chetan D. Mehra ||00022021 ||Non-Executive Non- Independent Director (Vice Chairman) ||Resignation ||16.04.2019 |
|Mr. Neelkamal V. Siraj ||00021986 ||Non-Executive Non- Independent Director ||Resignation ||16.04.2019 |
|Mr. Hitesh V. Siraj ||00058048 ||Non-Executive Non- Independent Director ||Resignation ||16.04.2019 |
|Mrs. Smita V. Davda ||00050218 ||Non-Executive Non- Independent Director ||Resignation ||16.04.2019 |
|Mr. Nakul Chopra ||00062369 ||Independent Director ||Resignation ||16.04.2019 |
|Mr. Kishore M. Vussonji ||00444408 ||Independent Director ||Resignation ||16.04.2019 |
|Mr. Satya Bushan Kotru ||01729176 ||Non-Executive Non- Independent Director (Additional Director) and designated as Chairman ||Appointment ||22.05.2019 |
|Mr. Jyoti Kachroo ||01482473 ||Non-Executive Independent Director (Additional Director) ||Appointmentfor a term of 5 consecutive years ||22.05.2019 |
|Mr. Deepak Bhan ||08458485 ||Non-Executive Independent Director (Additional Director) ||Appointmentfor a term of 5 consecutive years ||22.05.2019 |
|Mr. Sanjay Malhotra ||08458713 ||Non-Executive Independent Director (Additional Director) ||Appointmentfor a term of 5 consecutive years ||22.05.2019 |
|Mr. Robin Raina ||00475045 ||Non-Executive Non- Independent Director (Additional Director) ||Resignation ||22.05.2019 |
The change was pursuant to change in control as EbixCash World Money Limited a EBixGroup Company had acquired majority stake in the Company. The above Additional directorsare appointed pursuant to recommendation of Nomination and Remuneration Company and aresubject to approval of members at the ensuing Annual General Meeting of the Company.
In terms of Section 203 of the Act the following are the Key Managerial Personnel ofthe Company:
- Mr. Guruprasad T. Chandrashekaran Whole-Time Director
- Mr. Anant P. Yadav Chief Financial Officer
- Mrs. Sushama C. Kadam Company Secretary and Compliance Officer
12. STATEMENT OF DECLARATION GIVEN BY INDEPENDENT DIRECTORS UNDER SECTION 149(6) OF THECOMPANIES ACT 2013
All the Independent Directors of the Company have given their declarations to theCompany under Section 149(7) of the Act that they meet the criteria of independence asprovided under Section 149(6) of the Act and Regulation 16(1)(b) of Securities andExchange Board of India (Listing Obligations and Disclosure Requirements) Regulations2015 ('the Listing Regulations'). In the opinion of the Board they fulfil the conditionsof independence as specified in the Act and the Listing Regulations and are independent ofthe management. The Independent Directors have also confirmed that they have complied withthe Company's Code of Business Conduct & Ethics.
13. BOARD AND COMMITTEE MEETINGS
The Board of Directors had Seven (7) meetings during financial year 2018-19. Necessaryquorum was present for all the meetings.
Due to change in management of the Company all the committees of the Company werere-constituted after the financial year 31 March 2019. The details of the composition ofthe Board and its Committees and the number of meetings held and attendance of Directorsat such meetings are provided in the Corporate Governance Report which forms part of theAnnual Report.
There have been no instances during the year where recommendations of the AuditCommittee were not accepted by the Board.
14. STATEMENT INDICATING THE MANNER IN WHICH FORMAL EVALUATION HAS BEEN MADE BY THEBOARD OF ITS OWN PERFORMANCE AND THAT OF ITS COMMITTEES AND INDIVIDUAL DIRECTORS
Pursuant to provisions of the Companies Act and the Listing Regulations the Boardhas carried out the annual performance evaluation of its own performance performance ofthe Chairman the Committees and independent Directors without participation of therelevant Director. The Nomination and Remuneration Committee of the Board continuouslyevaluates the performance of the Board and provides feedback to the Chairman of the Board.The independent directors had a separate meeting without the presence of any nonindependent directors and management and considered and evaluated the Board's performanceperformance of the Chairman and other non independent directors and shared their viewswith the Chairman. The Board had also separately evaluated the performance of theCommittees and independent directors without participation of the relevant director.
15. COMPANY'S POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION INCLUDING CRITERIA FORDETERMINING QUALIFICATIONS POSITIVE ATTRIBUTES INDEPENDENCE OF A DIRECTOR KEYMANAGERIAL PERSONNEL AND OTHER EMPLOYEES
The Company has constituted a Nomination and Remuneration Committee with theresponsibilities of formulating the criteria for determining qualifications positiveattributes and independence of a director and recommend to the Board a policy relating tothe remuneration for the directors Key Managerial Personnel and other employees;formulating criteria for evaluation of independent directors and the Board; devisingpolicy on Board diversity; identifying persons who are qualified to become directors andwho may be appointed in senior management in accordance with the criteria laid down andrecommend to the Board their appointment and removal.
Appointment and Remuneration to Managing Director is subject to approval by members inGeneral Meeting and shall be in accordance with Schedule V of Companies Act 2013 andceiling as per Section 197 of the Act. Appointment of Independent Directors is subject tosatisfaction of conditions u/s. 149(6) of the Companies Act 2013. The IndependentDirectors shall be governed by Code of Conduct detailed in Schedule IV of the CompaniesAct 2013.
The personnel selected as Board Member or Key Management Personnel or other seniorpersonnel of the Company are based on their requisite qualifications skills experienceand knowledge in the relevant fields.
Remuneration policy of the Company includes fixation of remuneration and annualincrements based on performance knowledge position target achievement company'sbusiness plans market environment and the remuneration is segregated into monthly fixedpayments annual payments contribution to social and retirement benefits reimbursementof expenses incurred for discharge of official duties annual bonus welfare schemes likeinsurance on health for self and family accident benefits tying up with agencies formanaging retirement benefits like gratuity pension schemes etc.
The remuneration policy as above is also available on the website of the company
16. DISCLOSURE ON COMPLIANCE WITH SECRETARIAL STANDARDS
Your Directors confirm that the Secretarial Standards issued by the Institute ofCompany Secretaries of India have been complied with.
17. EXTRACT OF ANNUAL RETURN AS PER SECTION 92(3) OF COMPANIES ACT 2013
An extract of Annual Return as at 31 March 2019 pursuant to section 92(3) of theCompanies Act 2013 and forming part of this Report is attached as Annexure I tothis Report and is also available on the Company's website www.weizmannforex.com.
18. PARTICULARS OF THE EMPLOYEES AND INFORMATION CALLED FOR UNDER SECTION 197 OF THECOMPANIES ACT 2013 AND THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIALPERSONNEL) RULES 2014
In terms of the provisions of Section 197(12) of the Act read with Rules 5(2) and5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014a statement showing the names and other particulars of the employees drawing remunerationin excess of the limits top 10 employees in terms of remuneration drawn and otherDisclosures pertaining to remuneration are set out in the said rules are provided in theAnnual Report.
Having regard to the provisions of the proviso to Section 136(1) of the Act and asadvised the Annual Report excluding the aforesaid information is being sent to themembers of the Company.
The said information is available for inspection at the registered office of theCompany during working hours and any member interested in obtaining such information maywrite to the Company Secretary and the same will be furnished on request.
19. DISCLOSURE OF PARTICULARS OF CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION ANDFOREIGN EXCHANGE EARNINGS AND OUTFLOW
Pursuant to Section 134 of the Companies Act 2013 read with The Companies(Accounts) Rules 2014 disclosure of particulars regarding Conservation of EnergyResearch and Development Technology Absorption are not applicable to the Company.
The details of Foreign exchange earnings and outgo are as follows:
| || ||(Rs. in lakh) |
|Particulars ||Year Ended 31 March 2019 ||Year Ended 31 March 2018 |
|Foreign Exchange || || |
|Earnings in Foreign Exchange || || |
|Exports of Foreign Currency ||- ||- |
|Receipts from Money Transfer ||1061681.27 ||890135.17 |
|Expenditure in Foreign || || |
|Exchange || || |
|Travelling expenses ||32.84 ||33.27 |
|Commission payments ||74.09 ||67.67 |
|Import of Foreign Currency ||167777.44 ||96581.34 |
20. FIXED DEPOSITS
During the year under review your Company has neither accepted nor renewed anydeposits from the public within the meaning of Section 73 of the Act and the Companies(Acceptance of Deposits) Rules 2014.
21. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS U/S.186 OF THE COMPANIES ACT 2013DETAILS OF LOANS GIVEN: Batot Hydro Power Limited:
During the year no Loan was given to Batot Hydro Power Ltd. & balance as on 31March 2019 is Rs.Nil.
Windia Infrastructure Finance Limited:
During the year loan of Rs. 18423.37 Lakh was given to Windia InfrastructureFinance Ltd & balance as on 31 March 2019 is Rs.Nil
Tapi Energy Projects Limited
During the year loan of Rs. 20688.03 Lakh was given to Tapi Energy Projects Ltd.& balance as on 31 March 2019 is Rs. Nil.
EbixTravels Private Limited
During the year loan of Rs. 6000 Lakh was given to Ebix Travels Private Limited& balance as on 31 March 2019 is Rs. 6000 Lakh.
Details of Investments made during the year
During the year no fresh investments were made.
Details of Guarantees given
During the year there was no fresh guarantee given by the Company.
The details of Loans and Investments and Guarantees covered under the provisions ofSection 186 of the Act are given in the Notes to the Financial Statements forming part ofAnnual Report.
22. PARTICULARS OF CONTRACTS OR ARRANGEMENT WITH RELATED PARTIES REFERRED TO IN SECTION188(1) OF THE COMPANIES ACT 2013
All Related Party Transactions that were entered during the financial year under reviewwere on an arm's length basis and in the ordinary course of business and is in compliancewith the applicable provisions of the Act and the Listing Regulations. There were nomaterially significant Related Party Transactions made by the Company during the year thatrequired shareholders' approval under Regulation 23 of the Listing Regulations.
All Related Party Transactions are placed before the Audit Committee for priorapproval. Prior omnibus approval of the Audit Committee is obtained for the transactionswhich are repetitive in nature or when the need for them cannot be foreseen in advance.
Details of transactions with related parties as required under Section 134(3)(h) ofthe Act read with Rule 8(2) of the Companies (Accounts) Rules 2014 are provided in FormAOC-2 and forms part of this Report.
23. POLICY ON RELATED PARTY TRANSACTIONS
The Company has framed a policy on related party transactions and the same has beenhosted on its website http://www.weizmannforex.com/investors/policies-documentation. Thepolicy includes the specific category of policies requiring prior approval of the AuditCommittee the Board of Directors Special Resolution by members at General Meetingdetermining the materiality of the related party contract both under Companies Act andRegulation 23 of SEBI (Listing Regulations and Disclosure Requirement) Regulations 2015and also the procedures to be followed in complying with the statutory provisions inrespect of related party transaction if any.
24. STATEMENT INDICATING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY FORTHE COMPANY
The Company has framed its Risk Management Policy detailing the identification ofelements of risks monitoring and mitigation of the risks. The Company has alsovoluntarily constituted a Risk Management Committee for the above purpose. The Company haslaid down detailed process in planning decision making organizing and controlling.
The Risk Management Policy has been hosted on the Company's website:
25. CORPORATE SOCIAL RESPONSIBILITY INITIATIVES
As part of its initiatives under "Corporate Social Responsibility"(CSR)the Company has contributed funds for the schemes of eradicating hunger and povertypromotion of education and medical aid. The contributions in this regard have been made toa registered trust which is undertaking the activities prescribed under Schedule VII ofthe Companies Act 2013. The Annual report on CSR activities is annexed as a separate AnnexureII.
The Company has constituted CSR committee the details of which are given inCorporate Governance Report and also a CSR policy is formulated which is uploaded on thewebsite of the Company: http://www.weizmannforex.com/investors/policies-documentation/.
26. ESTABLISHMENT OF VIGIL MECHANISM
The Company has in place a vigil mechanism pursuant to which a Whistle BlowerPolicy is also in vogue. Whistle Blower Policy covering all stakeholders includingemployees and directors of the company is hosted on the company's website
http://www.weizmannforex.com/investors/policies-documentation/. During the year nopersonnel of the Company was denied access to the Audit Committee.
27. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS
PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS ANDCOMPANY'S OPERATION IN FUTURE
There were no significant and material orders passed by the regulators or courts ortribunals impacting the going concern status and company's operation in future.
(i) Statutory Auditors :
M/s. Sharp & Tannan LLP Chartered Accountants post reorganization from aPartnership firm to LLP were appointed as Statutory Auditors of your Company for theremaining term of three years from Financial Year 2017-18 to 2019-20 at the Annual GeneralMeeting held on 23 August 2017.
In accordance with the Companies Amendment Act 2017 enforced on 7 May 2018 bythe Ministry of Corporate Affairs the appointment of Statutory Auditors is not requiredto be ratified at every Annual General Meeting.
The Company has received a certificate from M/s. Sharp &Tannan LLP confirmingthat they are not disqualified from continuing as Statutory Auditors of the Company.
The Statutory Auditor's report do not contain any qualification however attentionhas been drawn towards following emphasis of matters-
a. with regard to provision for estimated claims amounting to Rs. 2812.30 lakhswherein the Company under the new management anticipates reduction in the Money TransferLocations consequent to which payment of compensation to the Money Transfer agency mayhave to be made. Accordingly an estimated provision has been made;
b. with regard to the provision for Expected Credit Losses amounting to Rs. 1998.39lakhs; and
c. with regard to the cost of ERP Software amounting to Rs. 366.37 lakhs written offsince the new management is of the opinion that the said software has lost its relevance.
(ii) Secretarial Auditor
Pursuant to requirement of section 204 of the Companies Act 2013 the Company hadappointed Shri Martinho Ferrao Practicing Company Secretary (COP 5676) as SecretarialAuditor for financial year 2018-19 and whose report of 30 May 2019 is attached as aseparate Annexure III.
The Secretarial Audit Report for the financial year ended 31 March 2019 do notcontain any qualification or reservation or adverse remark.
29. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY
The Company has an Internal Control System commensurate with the size scale andcomplexity of its operations. The scope of the Internal Audit function is defined in theInternal Audit Manual.
The Internal Audit Department monitors and evaluates the efficacy and adequacy ofinternal control system in the Company its compliance with operating systems accountingprocedures and policies of the Company. The Internal Audit also includes both physical aswell as online transaction audit.
Based on the report of internal audit function process owners undertake correctiveaction in their respective areas and thereby strengthen the controls. Significant auditobservations and recommendations along with corrective actions thereon are presented tothe Audit Committee of the Board.
30. REPORTING OF FRAUDS
There was no instance of fraud during the year under review which required theStatutory Auditors to report to the Audit Committee and / or Board under Section 143(12)of the Act and the rules made thereunder.
31. TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND
a) Transfer of Unclaimed Dividend to IEPF:
As required under Section 124 of the Act the Unclaimed Dividend amount aggregating to`1638420/- pertaining to the financial year ended on 31 March 2011 lying with theCompany for a period of seven years were transferred during the financial year 2018-19 tothe Investor Education and Protection Fund established by the Central Government.
b) Transfer of shares to IEPF:
As required under Section 124 of the Act 163842 equity shares in respect of whichdividend has not been claimed by the members for seven consecutive years or more havebeen transferred by the Company to the Investor Education and Protection Fund Authority(IEPF) during the financial year 2018-19. Details of shares transferred have been uploadedon the website of IEPF as well as the Company.
32. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORK PLACE (PREVENTIONPROHIBIITION AND REDRESSAL) ACT 2013.
The Company has in place an Anti Sexual Harassment Policy in line with the requirementsof The Sexual Harassment of Women at the Workplace (Prevention Prohibition &Redressal) Act 2013. Internal Complaints Committee (ICC) has been set up to redresscomplaints received regarding sexual harassment. All employees (permanent contractualtemporary trainees) are covered under this policy. During the year no complaints havebeen received.
33. CORPORATE GOVERNANCE
Your Company has complied with Corporate Governance requirements as prescribed underthe SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015. A report onCorporate Governance is annexed as a separate Annexure IV. Auditors Certificateconfirming compliance of the Corporate Governance is appended to the Report on CorporateGovernance.
34. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:
Management Discussion and Analysis Report as required under the Listing Agreement withstock exchanges is annexed as a separate Annexure V forming part of this Report.
35. GREEN INITIATIVES
In commitment to keep in line with the Green Initiative and going beyond it to createnew green initiatives electronic copy of the Notice of 34 Annual General Meeting of theCompany are sent to all Members whose email addresses are registered with theCompany/Depository Participant(s). For members who have not registered their e-mailaddresses physical copies are sent through the permitted mode.
Your Directors place on record the valuable co-operation and assistance extended byReserve Bank of India Western Union Financial services Inc. Government AuthoritiesBankers lending Institutions Suppliers and Customers during the year under review. YourDirectors also place on record their appreciation for the committed services of theexecutives and staff of the Company.
| ||For and on behalf of the Board |
| ||Satya Bushan Kotru |
|Place : Mumbai ||Chairman |
|Dated : 30 May 2019 ||DIN :01729176 |
Form No. AOC-2
(Pursuant to clause (h) of sub-section (3) of Section 134 of the Act and Rule 8(2) ofthe Companies (Accounts) Rules 2014)
Form for disclosure of particulars of contracts/arrangements entered into by theCompany with related parties referred to in sub-Section (1) of Section 188 of theCompanies Act 2013 including certain arm's length transactions under third provisothereto:
1. Details of contracts or arrangements or transactions not at arm's lengthbasis:
The Company has not entered into any contract / arrangement / transaction with itsrelated parties which are not in ordinary course of business or at arm's length during thefinancial year 2018-19. The Company has laid down policies and processes/procedures so asto ensure compliance to the subject section in the Companies Act 2013 and thecorresponding Rules.
In addition the process goes through internal and external checking followed byquarterly reporting to the Audit Committee.
(a) Name(s) of the related party and nature of relationship : Not Applicable
(b) Nature of contracts/arrangements/transactions : Not Applicable
(c) Duration of the contracts / arrangements/transactions : Not Applicable
(d) Salient terms of the contracts or arrangements or transactions including the valueif any: Not Applicable
(e) Justification for entering into such contracts or arrangements or transactions: NotApplicable
(f ) Date(s) of approval by the Board: Not Applicable
(g) Amount paid as advances if any: Not Applicable
(h) Date on which the special resolution was passed in general meeting as requiredunder first proviso to Section 188: Not Applicable
2. Details of material contracts or arrangement or transactions at arm's length basis:
(a) Name(s) of the related party and nature of relationship: Not Applicable
(b) Nature of contracts/arrangements/transactions: Not Applicable
(c) Duration of the contracts/arrangements/transactions: Not Applicable
(d) Salient terms of the contracts or arrangements or transactions including the valueif any: Not Applicable
(e) Date(s) of approval by the Board if any: Not Applicable
(f ) Amount paid as advances if any: Not Applicable
| ||For and on behalf of the Board |
|Place : Mumbai ||Satya Bushan Kotru |
|Dated :30 May 2019 ||Chairman |
| ||DIN :01729176 |