Walchandnagar Industries Ltd.
|BSE: 507410||Sector: Engineering|
|NSE: WALCHANNAG||ISIN Code: INE711A01022|
|BSE 00:00 | 04 Aug||68.80||
|NSE 00:00 | 04 Aug||68.70||
|Mkt Cap.(Rs cr)||262|
|Mkt Cap.(Rs cr)||261.78|
Walchandnagar Industries Ltd. (WALCHANNAG) - Director Report
Company director report
The Members of Walchandnagar Industries Limited
Your directors take pleasure in presenting the 111th AnnualReport on the business and operations of your Company together with the Audited FinancialStatements for the year ended March 312020.
1. Financial Results:
The Company's financial performance for the Year ended March 31 2020is summarized below:
In the last month of Financial Year 2020 spread of COVID-19 hasseverely impacted the economy around the globe. In our country businesses are beingforced to close the operations for long periods of time due to lockdown declared by Govt.of India. Measures taken to contain the spread of the virus including travel bansquarantines social distancing and closures of non-essential services have triggeredsignificant disruptions to businesses resulting in an economic slowdown. For the Companythe focus shifted to ensure the health and well-being of all employees. Therefore workfrom home directives was issued to all the staff members across all offices andmanufacturing locations wherever possible.
The Government and Reserve Bank of India have also responded withmonetary and fiscal interventions to stabilize economic conditions.
3. Financial Performance & Highlights:
During the year under review the revenue for the Financial Year2019-20 was ' 31822 lakhs as against the previous financial year 2018-19 of ' 38897lakhs.
The consequences of the COVID-19 outspread have adversely affected thesupply chain Production and logistics during lockdown period and therefore Company'soperating results have been negatively impacted. The Company had sales deferral of ' 1910lakhs and operating losses of ' 570 lakhs due to COVID-19 quantified till March 312020.The adverse impact of COVID-19 is continuing in the first quarter of the current FY2020-21.
4. Current Period:
The orders on hand as on March 312020 were at ' 888 crores as comparedto ' 822 crores as on March 312019.
5. Exports and Overseas Projects:
During the year under review the Company achieved an export turnoverof ' 13.04 crores as against ' 21 Crores in the previous year. The export orders on handas on March 31 2020 are at ' 331.36 crores.
6. Dividend and Reserves:
During the Year under review your Company has suffered a (loss) aftertax of ' (6546) lakhs. Hence no dividend is recommended for the Year ending March 312020 by the Board.
During the Year under review the Company has suffered a loss hence notrecommended any amount to be transferred to the General Reserve of the Company.
7. Subsidiary Joint Ventures and Associate Companies:
As on March 31 2020 your Company do not have any Subsidiary JointVenture or Associate Company. During the year under review none of the Companies havebecome or ceased to be Company's Subsidiary Joint Venture and Associate Company.
8. Extract Of Annual Return:
The extract of the Annual Return in Form MGT-9 in accordance withSection 92 (3) of the Companies Act 2013 read with the Companies (Management andAdministration) Rules 2014 is set out herewith as Annexure 'A' to this report.The same is also placed on the website of the Company www.walchand. com and the web - linkfor the same is https://walchand.com/ wp-content/uploads/2020/07/WIL-MGT-9-2020.pdf
9. Management Discussion & Analysis:
Management Discussion and Analysis Report for the year under review asstipulated under SEBI (Listing Obligations & Disclosure Requirements) Regulations2015 (Listing Regulations) is enclosed by way of Annexure 'B' to this report.
10. Finance & Accounts:
(i) Fixed Deposits:
Your Company did not invite or accept deposits from the public duringthe financial year under review.
(ii) Income Tax Assessments:
Income tax assessment up to the Assessment Year 2017-18 has beencompleted in F.Y. 2019-20. Appeal proceedings before Commissioner of Income Tax (Appeals)for Assessment Year 2014-15 to Assessment Year 2016-17 were in progress during the F.Y.2019-20.
11. Human Resources Development:
During the Financial Year 2019-20 as part of process improvement theHR Department upgraded various forms and formats to match with the current businessrequirements. Also as part of Health & Wellness various awareness programmes werecompleted for the employees like CPR (Cardiopulmonary Resuscitation) session and StressManagement & Naturopathy session.
The true focus of Human Resources Management is motivating bringing inBest HR Practices & retaining the best talent in the Industry.
12. Directors' Responsibility Statement:
Pursuant to the requirement under Section 134 (3) (c) of the CompaniesAct 2013 the Directors hereby confirm that:
i) in the preparation of the annual accounts the applicable accountingstandards have been followed along with proper explanation relating to materialdepartures; if any
ii) the Directors have selected such accounting policies and appliedthem consistently and made judgments and estimates that are reasonable and prudent so asto give a true and fair view of the state of affairs of the Company at the end of March312020 and of the loss for the Year ended on that date;
iii) the Directors have taken proper and sufficient care for themaintenance of adequate accounting records in accordance with the provisions of theCompanies Act 2013 for safeguarding the assets of the Company and for preventing anddetecting fraud and other irregularities;
iv) the Directors have prepared the annual accounts on a going concernbasis;
v) the Directors have laid down internal financial controls to befollowed by the Company and that such internal financial controls are adequate and wereoperating effectively; and
vi) The Directors have devised proper systems to ensure compliance withthe provisions of all applicable laws and that such systems are adequate and operatingeffectively.
Based on the framework of Internal Financial Controls and compliancesystems established and maintained by the Company with its inherent weaknesses workperformed by the Internal Statutory and Secretarial Auditors including audit of InternalFinancial Controls over financial reporting by Internal Auditors and the StatutoryAuditors and the reviews performed by Management and the relevant Board Committeesincluding the Audit Committee the Board is of the opinion that the Company's InternalFinancial Controls were adequate and effective during the Year ended on March 31 2020.
13. Corporate Governance:
Your Company believes that Corporate Governance is the basis ofstakeholder satisfaction. The Company is committed to maintain the highest standards ofCorporate Governance and adhere to the Corporate Governance Requirements as set out by theSecurities and Exchange Board of India (SEBI). Your Company has obtained a certificationfrom Jayesh Sanghrajka & Co. LLP Chartered Accountants Statutory Auditors oncompliance with Regulation 34 of SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 read with Schedule V of the Listing Regulation. The Report of CorporateGovernance along with Certificate from the auditors of the Company regarding compliance ofconditions of corporate governance is enclosed by way of Annexure 'C' to thisReport.
14. Corporate Social Responsibility:
The Companies Act 2013 mandates that every Company who meet certaineligibility criteria needs to spend at least 2% of its average net profit for theimmediately preceding three financial years on Corporate Social Responsibility activities.In view of losses statutorily no amount is required to be spent by the Company. HoweverCorporate Social Responsibility is an integral part of the Company.
Over the years the Company has taken and continues to take severalinitiatives to support Environment Education and Health related activities in order tofulfill its corporate social commitments.
To create health awareness in the township and nearby villages theCompany continued to organize various health schemes during the year. On June 07 2019 aFree Dental Check-up Camp at Lalchand Hirachand Medical Centre Walchandnagar wasorganized wherein 44 patients were examined. Further the Company organized a Free MedicalCheck-up Camp on June 27 2019 at Lalchand Hirachand Medical Centre Walchandnagar. Inthe said camp information on Heart Attack Diabetes and free ECG and check-up was done.Further to create the blood donation awareness in the township and nearby villages aBlood Donation Camp was also arranged on the same day wherein 40 donors donated theirblood. This year Company also organized an Annual Medical Health Check-up from December24 2019 to December 26 2019 at Walchandnagar which includes nonHazardous tests for 470Employees and Hazardous tests for 124 employees/ workmen working on hazardous process andnon-hazardous process with the help of Certified Surgeon Dr. R. N. Patil Suraj HospitalMumbai.
The schools established by the Company continued to impart education upto Higher Secondary grade to children staying in Walchandnagar and in nearby villages. TheCompany currently provides education to 3211 children. During the academic year 2019-20in Shree Wardhman Vidyalaya & Jr. College total 1930 students were studying out ofwhich 905 were Girls and 1025 were Boys. Whereas in Bharat Children's AcademyWalchandnagar total 1281 students were studying out of which 765 were boys and 516 weregirls.
To maintain a pollution free atmosphere and to spread awareness aboutenvironment protection we had undertaken tree plantation and organized seminars onpollution control & disposal of hazardous waste.
During the year on the occasion of 'World Environment Day' on June 052019 plantation of 100 Coconut Trees was done. It is our plan to plant 1000 Trees inWalchandnagar.
The CSR Policy is available on the website of the Company and the linkfor the same is https://walchand.com/wp- content/uploads/2020/04/CSR-Policy.pdf
15. Energy Technology & Foreign Exchange:
Pursuant to Section 134 (3) (m) of the Companies Act 2013 read withthe Companies (Accounts) Rules 2014 information on conservation of energy technologyabsorption foreign exchange earnings and out-go is given in the Annexure 'D' tothis Report.
Employee relations remained harmonious and satisfactory during the yearand your Board would like to place on record their sincere appreciation for sustainedefforts and valued contribution made by all the employees of the Company.
17. Directors and Key Managerial Personnel:
1) Independent Directors:
a) Declaration by Independent Directors:
Your Board has reviewed the declarations made by the IndependentDirectors and is of the view that they meet the criteria of Independence as provided inSection 149 of the Companies Act 2013 and Rules made there under and Regulation 16 (1) ofListing Regulations (including any statutory modification(s) or re - enactment(s) thereoffor the time being in force).
b) Completion of Tenure of Independent Directors :
Mr. Arun R. Gandhi and Mrs. Bhavna Doshi had ceased to be the Directorsof the Company w.e.f. August 06 2019 upon completion of their term as IndependentDirectors.
The Board places on record their appreciation for the assistance andguidance provided by them during their tenure as Director of the Company.
c) Appointment of Independent Director:
As per the provisions of the Companies Act 2013 Board of Directorshave appointed Mrs. Rupal Vora as an Additional Non - Executive Independent Director ofthe Company w.e.f. August 07 2019 to hold the office till the conclusion of forthcomingAnnual General Meeting (AGM). Further upon recommendation of Nomination and RemunerationCommittee and as approved by the Board of Directors in their Meeting held on June 262020 Mrs. Rupal Vora (DIN: 07096253) was appointed as an Independent Director of theCompany for a term of 5 years (including the period of one year as additional IndependentDirector) w.e.f. the conclusion of 111th Annual General Meeting till theconclusion of the Annual General Meeting to be held in the year 2024.
During the year the Board of Directors in their Meeting held onFebruary 07 2020 accepted the request of Mr. G. K. Pillai for not renewing his term ofappointment with the Company and would like to relinquish his position of ManagingDirector & Chief Executive Officer of the Company w.e.f. March 31 2020 and appointedMr. Chirag C. Doshi as Managing Director & CEO of the Company w.e.f. April 01 2020.The Board places on record its appreciation for his invaluable contribution and guidance.However Mr. G. K. Pillai will continue as a Director of the Company liable to retire byrotation w.e.f. April 012020.
3) Retirement by rotation:
Pursuant to Article 86 of the Articles of Association of the Companyand Section 152 of the Companies Act 2013 Mr. Chakor L. Doshi is due to retire byrotation at the 111th Annual General Meeting and being eligible have offeredhimself for re-appointment.
Brief profile of the proposed appointees together with otherdisclosures in terms of Regulation 36 (3) of the SEBI (Listing Obligations &Disclosure Requirements) Regulations 2015 are mentioned in the Notice which is part ofthis Annual Report.
4) Key Managerial Personnel:
During the year under review the term of Mr. G. S. Agrawal CompanySecretary of the Company was extended up to December 2022.
Further on completion of contractual terms of Mr. G. K. Pillai asManaging Director & CEO on March 31 2020 Mr. Chirag C. Doshi was appointed asManaging Director & CEO of the Company for a period of 3 years w.e.f. April 01 2020in the Board meeting held on February 07 2020.
18. Number of Meetings of the Board:
The Board met five (5) times during the year from April 01 2019 toMarch 312020 viz. on May 16 2019; August 06 2019; September 26 2019; November 12 2019and February 07 2020.
19. Committees of the Board:>
The Company has several Committees which have been constituted incompliance with the requirements of the relevant provisions of applicable laws andstatutes.
> Audit Committee which comprises of two Independent Directorsi.e. Mr. Dilip J. Thakkar (Chairman of Committee) and Dr. Anil Kakodkar (Member) andChairman Mr. Chakor L. Doshi (Member).
> Stakeholders Relationship Committee which comprises of twoIndependent Directors i.e. Dr. Anil Kakodkar (Chairman of Committee) and Mr. Dilip J.Thakkar (Member) and Chairman Mr. Chakor L. Doshi (Member).
> Nomination & Remuneration Committee which comprises of twoIndependent Directors i.e. Dr. Anil Kakodkar (Chairman of Committee) Mr. Dilip J. Thakkar(Member) and Chairman Mr. Chakor L. Doshi (Member).
> Corporate Social Responsibility Committee which comprises ofan Independent Director Mrs. Rupal Vora (Chairperson of Committee) Managing Director& C.E.O. Mr. Chirag C. Doshi (Member); and Director Mr. G. K. Pillai (Member) w.e.f.01.04.2020.
20. Board Evaluation:
Pursuant to the provisions of the Companies Act 2013 and the SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 a structuredquestionnaire was prepared. The Performance Evaluation of the Independent Directors wascompleted. Independent Directors Meeting considered the performance of Non-IndependentDirectors and the Committees and Board as whole reviewed the performance of the Chairmanof the Company taking into account the views of Executive Directors and Non-ExecutiveDirectors and assessed the quality quantity and timeliness of flow of information betweenthe Company Management and the Board.
The Nomination & Remuneration Committee has determined a processfor evaluating the performance of every Director Committees of the Board and the Board onan annual basis.
21. Vigil Mechanism:
Your Company is committed to highest standards of ethical moral andlegal business conduct. Accordingly the Board of Directors has formulated a WhistleBlower Policy to report genuine concerns or grievances. Protected disclosures can be madeby a whistle blower through an e-mail or telephone line or a letter to the Chairman ofthe Audit Committee or the Company Secretary of the Company or any member of the AuditCommittee. The Policy on vigil mechanism / whistle blower policy may be accessed on theCompany's website at the link https://www.walchand.com/wp-content/uploads/2019/03/Whistle-Blower-Policy-Effective-From- April-1-2019-.pdf
22. Particulars of Employees Remuneration:
(A) The ratio of the remuneration of each Director to the medianemployee's remuneration and other details in terms of Section 197 (12) of the CompaniesAct 2013 read with Rule 5 (1) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 are forming part of this Report as Annexure 'E'.
(B) The information as required under Rule 5 (2) of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 will be provided uponthe request by any member of the Company. In terms of Section 136 (1) of the CompaniesAct 2013 the Report and the Accounts are being sent to the members excluding the saidAnnexure. Any member interested in obtaining copy of the same may write to the CompanySecretary at the Registered Office of the Company.
23. Particulars of Contracts and Arrangements with Related Parties:
All contracts / arrangements / transactions entered into / by theCompany during the Financial Year under review with Related parties were on an arm'slength basis and in the Ordinary Course of Business.
All Related Party Transactions were placed before the Audit Committeefor approval. The policy on Related Party Transactions as approved by the Board isuploaded on the Company's website at the following link: https://walchand.com/wp-content/uploads/2020/07/Related-Party-Transaction-Policy-wef-01.04.2020.pdf
Your Directors draw attention of the members to Note no. 45/46 to theFinancial Statement which sets out related party disclosures.
24. Nomination & Remuneration Policy:
The Board has framed a policy on the recommendation of the Nomination& Remuneration Committee which lays down a framework in relation to remuneration ofDirectors Key Managerial Personnel and Senior Management of the Company. This policy alsolays down criteria for selection appointment and remuneration of Board Members / KeyManagerial Personnel and other senior employees.
The Nomination and Remuneration Committee and this Policy is incompliance with Section 178 of the Companies Act 2013 read along with the applicablerules thereto and Regulation 19 of SEBI (Listing Obligations & DisclosureRequirements) Regulations 2015.
The Key Objectives of the Committee are:
a) to formulate guidelines in relation to appointment and removal ofDirectors Key Managerial Personnel and Senior Management.
b) to evaluate the performance of the members of the Board and providenecessary report to the Board for further evaluation of the Board.
c) to recommend to the Board the all Remuneration payable in whateverform payable to the Directors Key Managerial Personnel and Senior Management.
Role of Committee:
The role of the Committee is explained in the Corporate GovernanceReport.
The duties of the Committee in relation to nomination matters include:
a) Ensuring that there is an appropriate induction & trainingprogramme in place for new Directors and members of Senior Management and reviewing itseffectiveness.
b) Ensuring that on appointment to the Board NonExecutive Directorsreceive a formal letter of appointment in accordance with the Guidelines provided underthe Companies Act 2013 and SEBI Guidelines.
c) Identifying and recommending Directors who are to be put forward forretirement by rotation.
d) Determining the appropriate size diversity and composition of theBoard.
e) Setting a formal and transparent procedure for selecting newDirectors for appointment to the Board.
f) Developing a succession plan for the Board and Senior Management andregularly reviewing the plan.
g) Evaluating the performance of the Board and Independent Directors.
h) Making recommendations to the Board concerning any matters relatingto the continuation in office of any Director at any time including the suspension ortermination of service of an Executive Director as an employee of the Company subject tothe provision of the law and their service contract.
i) Delegating any of its powers to one or more of its members or theSecretary of the Committee.
j) Recommend any necessary changes to the Board.
k) Considering any other matters as may be requested by the Board.
The duties of the Committee in relation to remuneration mattersinclude:
a) to consider and determine the Remuneration Policy based on theperformance and also bearing in mind that the remuneration is reasonable and sufficient toattract retain and motivate members of the Board and such other factors as the Committeeshall deem appropriate.
b) to approve the remuneration of the Senior Management including KeyManagerial Personnel of the Company maintaining a balance between fixed and incentive payreflecting short and long term performance objectives appropriate to the working of theCompany.
c) to delegate any of its powers to one or more of its members or theSecretary of the Committee.
d) to consider any other matters as may be requested by the Board.
e) to consider and recommend to the Board for Professional indemnityand liability insurance for Directors and senior management.
The Nomination and Remuneration policy is available on the website ofthe Company and the weblink for the same ishttps://www.walchand.com/wp-content/uploads/2019/03/ Nomination-Remuneration-Policy-Effective-From- April-1-2019.pdf
25. Risk Management:
Risk Management policy was approved in the Board Meeting held on August14 2015 wherein all material Risks faced by the Company were identified and assessed. Foreach of the risks identified corresponding controls were assessed and policies andprocedures were put in place for monitoring mitigating and reporting risk on a periodicbasis.
26. Internal Financial Control Systems:
Details of the Internal Financial Control Systems is explained in the"Management Discussion and Analysis" as Annexure 'B' to this report.
The properties stocks stores assets etc. belonging to the Companycontinue to be adequately insured against fire riot civil commotion etc.
28. Dematerialization of Shares:
The Company's shares are listed on BSE Limited and National StockExchange of India Ltd. and the Company's Registrar and Share Transfer Agents haveconnectivity with National Securities Depository Ltd. & Central Depository Services(India) Ltd. The ISIN is INE711A01022. As on March 31 2020 total dematerialized equityshares are 37488190 representing 98.47%.
29. Company's Website:
The Company has its website namely www.walchand. com. The websiteprovides detailed information about the business activity locations of its offices. TheQuarterly Results Annual Reports Shareholding patterns and Investor Presentations allother communication with the Stock Exchanges and various policies are placed on thewebsite of the Company and the same are updated periodically.
30. Means of Communication:
The Company has designated firstname.lastname@example.org as an email id forthe purpose of registering complaints by investors and displayed the same on the websiteof the Company.
31. Auditors and Auditor's Report:
M/s. Jayesh Sanghrajka & Co. LLP Chartered Accountants Mumbai wasappointed in 108th Annual General Meeting (AGM) as the Statutory Auditors ofthe Company to hold office from the conclusion of 108th AGM until theconclusion of the 113th AGM.
The notes forming part of the accounts referred in the Auditors' Reportare self explanatory and give complete information. There are no qualificationsreservation or adverse remarks made by statutory auditors in the Audit Report exceptmatter referred in "Matter of Emphasis" para in Audit Report.
Cost Auditors and Cost Audit Report:
M/s. S. R. Bhargave & Co. Cost Accountants have been dulyappointed as Cost Auditors for conducting Cost Audit in respect of products manufacturedby the Company which are covered under the Cost Audit Rules for current financial yearending March 2021. They were also the cost auditors for the previous Year ended March2020. As required by Section 148 of the Companies Act 2013 necessary resolution has beenincluded in the Notice convening the Annual General Meeting seeking ratification by theMembers to the remuneration proposed to be paid to the Cost Auditors for the financialyear ending March 2021.
The Cost Audit Reports for the financial year ended March 2020 will befiled within the stipulated time i.e. on or before September 30 2020.
Secretarial Auditor and Secretarial Audit Report:
Pursuant to the provisions of Section 204 of the Companies Act 2013read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules2014 Board has appointed M/s. V. N. Deodhar & Company Practicing Company Secretaryto conduct Secretarial Audit for the year April 012019 to March 312020. The SecretarialAudit Report for the year ended March 31 2020 is annexed herewith marked as Annexure'F' to this Report. No observations / qualifications / reservation / adverse remarkwere made by M/s. V. N. Deodhar & Company Secretarial Auditor of the Company in theirreport. The Board has re-appointed M/s. V. N. Deodhar & Co. as Secretarial Auditor forthe Financial Year 2020-21 also.
Reporting of Frauds by Auditors:
During the year under review the Statutory Auditors the SecretarialAuditor or the Cost Auditors has not reported to the Audit Committee under Section 143(12) of the Companies Act 2013 any instances of fraud committed against the Company byits officers or employees the details of which needs to be mentioned in the Board'sReport.
32. Particulars of Loans Guarantees or Investments by Company:
Particulars of Loans given Guarantees and Investments covered underthe provisions of Section 186 of the Companies Act 2013 are provided in the notes toFinancial Statement (Please refer Notes to the Financial Statement).
33. Prevention of Sexual Harassment of Women at Workplace:
Your Company has in place a Prevention of Sexual Harassment Policy inline with the requirements of The Sexual Harassment of Women at the Workplace (PreventionProhibition & Redressal) Act 2013. An Internal Complaints Committee (ICC) has beenset up to redress complaints received regarding sexual harassment. All employees(permanent contractual temporary trainees) are covered under this Policy. During theyear under review there were no cases filed pursuant to the Sexual Harassment of Women atWorkplace (Prevention Prohibition and Redressal) Act 2013.
34. Secretarial Standards:
The Directors state that applicable Secretarial Standards i.e. SS-1and SS-2 relating to 'Meetings of the Board of Directors' and 'General Meetings'respectively have been duly followed by the Company.
35. Familiarization Programme for Independent Directors:
To provide insights into the Company to enable the IndependentDirectors to understand the Company's business in depth which would facilitate theiractive participation in managing the Company Company arranges Familiarization Programmefor Independent Directors. The details of such familiarization programmes for IndependentDirectors are posted on the website of the Company viz.https://www.walchand.com/wp-content/uploads/2019/04/ Familiarisation-programme-for-ID.pdf.
Your Directors state that no disclosure or reporting is required inrespect of the following items as there were no transactions on these items during theyear under review:
1. Details relating to deposits covered under Chapter V of the Act.
2. Issue of equity shares with differential rights as to dividendvoting or otherwise.
3. Issue of shares (including sweat equity shares) to employees of theCompany under any scheme.
4. No significant or material orders were passed by the Regulators/Courts / Tribunals which would impact the going concern status of the Company and itsfuture operations.
Your Directors wish to place on record their deep sense of appreciationfor the committed services by the Company's executives staff and workers.
The Directors regret the loss of life due to COVID-19 pandemic in theCountry and are deeply grateful and have immense respect for every person who risked theirlife and safety to fight this pandemic.
Your Directors also place on record their sincere appreciation for theassistance and co-operation received from the banks financial institutions customerssuppliers and the shareholders from time to time.