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Walchand Peoplefirst Ltd.

BSE: 501370 Sector: Others
NSE: N.A. ISIN Code: INE695D01021
BSE 00:00 | 18 Apr 99.85 4.05






NSE 05:30 | 01 Jan Walchand Peoplefirst Ltd
OPEN 99.25
52-Week high 146.00
52-Week low 66.45
P/E 14.71
Mkt Cap.(Rs cr) 29
Buy Price 88.00
Buy Qty 1.00
Sell Price 101.80
Sell Qty 75.00
OPEN 99.25
CLOSE 95.80
52-Week high 146.00
52-Week low 66.45
P/E 14.71
Mkt Cap.(Rs cr) 29
Buy Price 88.00
Buy Qty 1.00
Sell Price 101.80
Sell Qty 75.00

Walchand Peoplefirst Ltd. (WALCHANDPEOPLE) - Director Report

Company director report


The Members

Walchand PeopleFirst Limited

The Directors are pleased to present the 98th Annual Report along with theAudited Financial Statements of your Company for the Financial Year ended 31stMarch 2018.

The State of the Company's Affairs


Particulars For the Year ended 31st March 2018 For the Year ended 31st March 2017

(INR. in lakhs)

(INR. in lakhs)

Profit before interest
depreciation and taxation 331.79 180.84
Less: Interest (2.51) (2.17)
Less: Depreciation /Amortisation (46.39) (49.14)
Less: Provision for Taxation
- Current / earlier years (84.76) (54.57)
Add/(Less): Deferred Tax recognized 13.30 18.27
Net Profit 211.44 93.23
Add/(Less) : Other Comprehensive
Income (Net of tax) (1.23) (11.58)
Add: Balance brought forward 816.85 778.87
Amount available for appropriation
1027.03 860.54
Less : Proposed Final Dividend - (36.30)
Less : Dividend Tax - (7.39)
Balance carried
to Balance Sheet 1027.03 816.85

During the year under review the Company has reported a total income of INR. 2816.50lakhs out of which non-operating income amounts to INR 135.14 lakhs. Income fromoperations is INR 2681.36 lakhs which has increased by INR 357.33 lakhs i.e. by 15% ascompared to the previous year.


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


Your Directors have decided not to recommend any dividend for the Financial Year ended31st March 2018.


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


(A) Conservation of energy -

Sub-rule 3(A) of Rule 8 of the Companies (Accounts)

Rules 2014 pertaining to the Conservation 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.

(C) 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 31.03.2018 Financial Year ended 31.03.2017
(INR in Lakhs) (INR in Lakhs)
Royalty Remitted 191.34 223.81
Others 4.88 11.98
B. Earnings in
Foreign currency
Professional fees 45.94 8.28
Others 8.31 6.46


Economic Trends:

After conceding its position as the fastest growing major economy to China for a yearin 2017 India is likely to reclaim the position in 2018 with growth expected toaccelerate to 7.3% in the year according to the World Bank's Global Economic Prospects.

The report projected China's economic growth to slow to 6.4% in 2018 from 6.8% in 2017.The World Bank also revised India's growth estimate for 2017 to 6.7% from 7% projected inOctober blaming short-term disruptions caused by the newly introduced goods and servicestax (GST) and a softer-than-envisioned recovery in private investment.

The global economy meanwhile is experiencing a broad-based cyclical upturn which isexpected to be sustained over the next couple of years although downside risks persist.The anti-globalization push and the China-USA tariff war may spill over and have negativeeffects that may dampen world output. The economy has been hurt by the negativerepercussions of demonetization and disruptions caused by GST.

Direct tax collections were buoyant and grew by more than 18% in the first nine months(April-December) of the fiscal year 2017-18 to two-thirds of the full-year target whichis expected to provide a breather to the government as it struggles to contain the fiscaldeficit. Rising oil prices could however prove to be a strong headwind that might upsetfiscal deficit calculations.

The World Bank also said that strong private consumption and services are expected tocontinue to support economic activity. "Private investment is expected to revive asthe corporate sector adjusts to the GST; infrastructure spending increases partly toimprove public services and internet connectivity; and private sector balance sheetweaknesses are mitigated with the help of the efforts of the government and the ReserveBank of India". Over the medium term GST is expected to benefit economic activityand fiscal sustainability by reducing the cost of complying with multiple state taxsystems drawing informal activity into the formal sector and expanding the tax base. Therecent recapitalization package for public sector banks announced by the government ofIndia is expected to help resolve banking sector balance sheets support credit to theprivate sector and lift investment. The global trade recovery is expected to liftexports. However bureaucratic delays rising unemployment low gross fixed capitalformation and a series of bank scandals and rising Non-Performing Assets could seriouslyimpact India's growth trajectory. India's agrarian crisis seems to be worsening asevidenced in the farmer protests that are becoming a pan-Indian phenomenon. Mere loanwaivers is hardly the panacea for serious structural reforms. Short-term solutions aremere temporary buffers for the rural economy which is being left behind in the Indiangrowth story. The consequences could leave India vulnerable to increasing incomeinequalities. Corporate debt liabilities and distressed assets of public sector banks inparticular are deleterious in nature and cause lending to diminish. Ultimately thiswill impact the need for private capital. Infrastructure spending needs bothpublic-private partnership but this domestic bottleneck could dampen any emerginggreen-shoots in the economy.

Opportunities and Challenges

There is a direct correlation between private investment economic growth and trainingexpenditures. The fact that the Indian economy has at core experienced only modest GDPgrowth has meant that the soft-skills industry has not received a macroeconomic push. Ithas however benefited from sectoral buoyancy. Banking and Financial Services industryparticularly in the light of corruption scandals and violations of prudential norms willneed to invest substantially in human resources both the front-line and leadershippersonnel.

E-commerce continues to receive high private equity funding given the booming retailmarket in India rising middle-class spending increasing securitized transactions on theinternet and escalating smartphone usage resulting in an App-based e-tailing.

We expect infrastructure-related sectors like cement steel construction etc. to becritical foundations for a sustainable boom. Albeit the real estate sector has beenbearish low-cost housing could provide the rural economy and mid-sized districts with thenecessary boost that could result in a force multiplier.

For the training industry to experience sizeable traction it is imperative that theeducation industry flourishes. Although the statistical size is humongous which is amanifestation of its enormous potential there are crippling challenges that need to beovercome. India holds a critical spot in the global education industry. The country hasmore than 1.5 million schools with over 260 million students enrolled and about 751universities and 35539 colleges. India has one of the largest higher education systems inthe world. Around 35.7 million students were enrolled in higher education in India during2016-17. A recent report states that India has become the second largest market fore-learning after the US. The sector is currently pegged at US$ 2 billion and is expectedto reach US$ 5.7 billion by 2020.

The education sector in India is poised to witness major growth in the years to come asIndia will have world's largest tertiary-age population and second largest graduate talentpipeline globally by the end of 2020. The education market in India is currently valued atUS$ 100 billion and is expected to nearly double to US$ 180 billion by 2020. Currentlythe school segment is valued at US$ 52 billion and contributes 52 per cent to theeducation market in India higher education contributes 15 per cent of the market sizetext-book e-learning and allied services contribute 28 per cent and vocational educationin manufacturing and services contributes 5 per cent. Higher education system in India hasundergone rapid expansion. Currently India's higher education system is the largest inthe world enrolling over 70 million students while in less than two decades India hasmanaged to create additional capacity for over 40 million students. It witnesses spendingof over Rs. 46200 crore (US$ 6.93 billion). The government of India has ambitious plansto transform India into a competitive high growth middle-income economy. These ambitiousplans are highly dependent on the availability of jobs and the quality of the labor force.More than 12 million youth between 19 and 25 years of age are expected to enter India'slabor force every year for the next two decades. The government's recent skill gapanalysis concludes that by 2022 another 109 million or so skilled workers will be neededin the 24 keys sectors of the economy. To address the issue skill development has emergedas a priority sector. Public-private partnerships in preparing the curriculum for trainingpackages is encouraged. The program also seeks to set up a Corporate Social ResponsibilitySkills Fund to use the private sector CSR funds for skill development activities. YourCompany's India Futures division has established active partnerships with multiple SectorSkills Councils to participated significantly in this endeavour.

Outlook Risks and Control

Overall the outlook on India continues to be optimistic given the untapped potentialof its human capabilities innovation entrepreneurship and growth opportunities.Undoubtedly modern technology which is rapidly transforming businesses will impact jobsand thus the training industry. Artificial Intelligence drones robotics Big Data 3Dprinting etc. are making capital-intensive sectors replace human beings with new machines.It could also lead to a long-term surge in new hires but they will require a differentacademic and experience curve for adaptation to emerging methods untried before. Researchand Development in technology pharmaceuticals etc. could be areas we could focus on more.

We also are bullish on the government-backed Skills Mission although the pronouncementshave not matched the performance. India is headed for being the single largest provider ofglobal talent with one in four graduates in the world being a product of the Indianhigher education system. What we need to ensure is high quality talent not merely holdersof degree certificates.

We need to be circumspect however given the fact that we live in an interconnectedworld economy. Oil prices tariff wars rising inflation job crisis low exportslanguishing private capital formation and a myopic vision for the future could also resultin a staggering slowdown if we do not demonstrate adaptability. Clearly there is a longway to go.

Notwithstanding the learning and development industry should see a stable to stronggrowth given its sunrise growth phase and the fact that it is sector-agnostic. We areconfident that it mitigates any serious risk to our future business in the medium-term.

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 2816.50 lakhs as against INR2496.75 lakhs in the previous year. Income from operations of the Company has been INR2681.36 lakhs against INR 2324.03 lakhs in the previous year showing an increase of15%. After providing for taxation of INR 84.76 lakhs and deferred tax asset of INR 13.30lakhs the net profit of the Company is INR 211.44 lakhs as against the profit after taxof INR 93.23 lakhs in the previous year. Operating Profit (Income from operations lessdirect expenses) of the Company for the current year is INR 585.39 lakhs as compared toINR 394.46 lakhs in the previous year and hence has increased by 48% compared to theprevious year Total EBITDA is 12% on total income as compared to 7% in last year. TotalPAT is 8% as compared to 4% 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 human capital. Continuous efforts are made to enhancemanpower productivity through its comprehensive compensation and benefits plans for allits employees. In order to develop a healthy environment within the organization we havea strong Performance Management System which ensures fairness and growth of allindividuals. Our culture reflects our core values which reinforce respect and dignity foreach individual and show work ethics for all employees. An average eight days of trainingper year for each employee is directed at enriching leadership behavioral functional andtechnical skills as well as bringing about a change in the attitude knowledge and skillof employees. Thus through this process of learning and concurrent rewarding yourCompany aims to equip its employees with essential skills and competencies that wouldenable them to step the ladder of success.


The Financial Statement of the Company/ Board Report has not been revised during thefinancial year 2017-18 as per Section 131 of the Companies Act 2013.


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 2018.


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



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


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. 21/04/2017 1 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. 31/07/2017 1 Construction 1. Ms. Pallavi Jha Ms. Shinjini
House Walchand 2. Mr. Sanjay Jha Kumar
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. 06/11/2017 1 Construction 1. Ms. Pallavi Jha Mr. Rajeev
House Walchand 2. Mr. Sanjay Jha Dubey
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
4. 30/01/2018 1 Construction 1. Ms. Pallavi Jha Mr. Rajeev
House Walchand 2. Mr. Sanjay Jha Dubey
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



Changes in Directors and Key Managerial Personnel are as follows:

Name of the Director Particulars Date of Appointment/ Resignation
1 Ms. Shinjini Kumar Appointment as an Additional Independent Director 21.04.2017
2 Ms. Shinjini Kumar Regularization as an Independent Director 31.07.2017
3 Ms. Shinjini Kumar Resignation as an Independent Director 23.08.2017

Mr. Sanjay Jha retires by rotation and being eligible offers himself forre-appointment in the ensuing Annual General Meeting.


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(if any)
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.


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. TheCommittee 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


The Company considers human resources as its invaluable asset. 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 inorder 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:

• 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 theIndependent Director and Directors on the Board; N To devise a policy on Board diversity;N To lay out remuneration principles for employees linked to their effort performance andachievement 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 constituted theRemuneration 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 the Company andthe terms of reference of the Committee shall be decided by the Board from time to time.The roles and responsibilities of the Nomination and Remuneration Committee shall be asfollows:

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 shall formulatethe criteria for determining qualifications positive attributes and independence of aDirector and KMP and recommending candidates to the Board when circumstances warrant theappointment of a new Director and KMP having regard to the experience and expertise asmay be deemed appropriate by the Committee at the time of such recommendation.

Term of appointment of Directors: a) Managing Director/ Whole-time Director/Manager:The Company shall appoint or re-appoint any person as its Managing Director Whole- timeDirector or Manager for a term not 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 to fiveconsecutive years on the Board of the Company and will be eligible for re-appointment onpassing of a special resolution by the Company and disclosure of such appointment in theBoard's Report. No Independent Director shall hold office for more than two consecutiveterms but such Independent Director shall be eligible for appointment after expiry ofthree years of ceasing to become an Independent Director.

Provided that an Independent Director shall not during the said period of three yearsbe appointed in or be associated with the Company in any other capacity either directlyor indirectly. At the time of appointment of Independent Director it should be ensuredthat number of Boards on which such person serves is restricted to seven listed companiesas an Independent Director; and in case such person is serving as a Whole-time Director inany listed company the number of boards on which such person serves as IndependentDirector is restricted to three listed companies.


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.


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. Theremuneration/commission to the Managing Director CEO and Executive Director will bedetermined by the Committee and recommended to the Board for approval. ii. Theremuneration commission and increments to be paid to the Managing Director CEO andExecutive Director shall be in accordance with the provisions of the Companies Act 2013and the rules made there under. iii. At the time of appointment or re-appointment theManaging Director CEO and Executive Director shall be paid such remuneration as may bemutually agreed between the Company (which includes the Nomination & RemunerationCommittee and the Board of Directors) and the CEO & Managing Director and ExecutiveDirector within the overall limits prescribed under the Companies Act 2013 and rules madethereunder. iv. The remuneration shall be subject to the approval of the Members of theCompany in General Meeting as applicable. v. The remuneration of the Managing DirectorCEO and Executive Director is broadly divided into fixed and variable components. Thefixed compensation shall comprise of salary allowances perquisites amenities andretiral benefits. The variable component shall comprise of performance bonus/ In determining the remuneration (including the fixed increment and performancebonus/commission) the Nomination & Remuneration Committee shall consider thefollowing: 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) Responsibilityrequired to be shouldered by the Managing Director CEO and Executive Director and theindustry benchmarks and the current trends; vii. The Company's performance vis--vis theannual budget achievement and individual performance vis--vis the KRAs / KPIs.

Remuneration of Key Managerial Personnel and other employees: i. In determining theremuneration of the KMPs and other employees the Nomination & Remuneration Committeeshall consider the following: a) The relationship of remuneration and performancebenchmark is clear; b) Balance between fixed and incentive pay reflecting short andlong-term performance objectives 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 decided basedon the criticality of the roles and responsibilities the Company's performance vis--visthe annual budget achievement individuals performance vis--vis KRAs / KPIs industrybenchmark and current compensation trends in the market; ii. The Managing Director &CEO will carry out the individual performance review of the KMPs based on the standardappraisal matrix and after taking into account the appraisal score card and other factorsmentioned hereinabove and decide on the annual increment and performance incentive. Theoverall policy for such calculations will be explained to the Nomination &Remuneration Committee for its review and approval. iii. Such performance reviews will becarried out by the KMPs for other employees and discussed with the Managing Director &CEO to decide on the annual increments and performance incentives.

Remuneration to Non-Executive / Independent Director: The Non-Executive / IndependentDirector may receive remuneration by way of sitting fees for attending meetings of Boardor Committee thereof except Stakeholders Relationship Committee/ Shareholders GrievanceCommittee Meeting for which no sitting fees shall be paid. The sitting fees shall be paidas per the applicable provisions of the Companies Act 2013 and rules 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 be includedin the Board's Report in terms of clause (c) of sub-section 3 of section 134 of theCompanies Act 2013; b. Changes if any in accounting policies and practices and reasonsfor the same; c. Major accounting entries involving estimates based on the exercise ofjudgment by management; d. Significant adjustments made in the financial statementsarising out of audit findings; e. Compliance with listing and other legal requirementsrelating to financial statements; 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 audit function if any including the structureof the internal audit department staffing and seniority of the official heading thedepartment reporting structure coverage and frequency 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 companyor such class or classes of companies as may be prescribed shall establish a vigilmechanism for directors and employees to report genuine concerns in such manner as may beprescribed; b. The vigil mechanism under sub-section (9) of section 177 of the CompaniesAct 2013 read with rules shall provide for adequate safeguards against victimization ofpersons who use such mechanism and make provision for direct access to the chairperson ofthe Audit Committee 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 Audit Committee)submitted by management; c. Management letters / letters of internal control weaknessesissued by the statutory auditors; d. Internal audit reports relating to internal controlweaknesses; and e. The appointment removal and terms of remuneration of the ChiefInternal Auditor shall be subject to review by the Audit Committee;

21. The Audit Committee shall have powers which should include the following: a. Toinvestigate 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 outsidelegal or other professional advice; d. To secure attendance of outsiders with relevantexpertise if it considers necessary; 22. All Related Party Transactions shall requireprior 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 issuespreferential issues etc.) the company shall disclose the uses / applications of funds bymajor category (capital expenditure sales and marketing working capital etc.) on aquarterly basis 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 Grievance Committee as on March 31 2018 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(


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.


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 FormAOC-2 of the rules prescribed under Chapter IX relating to Accounts of Companies under theCompanies Act 2013 is appended as Annexure – II.


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 31st January 2018;

(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;

(vi) 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 Directors of the Company are evaluated by the Non-Executive Directorsand the other Directors of the Board. The criteria's for the evaluation of the IndependentDirectors are: a. Attendance record; b. Possesses sufficient skills experience and levelof preparedness which allows the person to clearly add value to discussions and decisions; c. Able to challenge views of others in a constructive manner; d. Knowledge acquiredwith regard to the company's business/activities; e. Understanding of industry and globaltrends; f. Any qualitative comments and suggestions for improving effectiveness.


M/s. K. S. Aiyar & Co. Statutory Auditors of your Company having (ICAI FirmRegistration No. 100186W) were appointed at the 95th Annual General Meeting of the Companyheld on 31st July 2015 for a period of 5 years i.e. from financial year2015-2016 to 2019-2020 subject to the ratification by the Members in every Annual GeneralMeeting.

In view of the above the Audit Committee is requested to note the eligibility of theStatutory Auditors for ratification of their appointment at the 98th Annual GeneralMeeting of the Company based on the Certificate received from them confirming that theirratification will be in accordance with the limits as laid down under Section 139 of theCompanies Act 2013 and that they do not attract any disqualification u/s. 141 of theCompanies Act 2013.


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 conducting Secretarial Audit of Companyfor the financial year 2017-2018. The Report of the Secretarial Audit is annexed herewithas Annexure III. The Secretarial Audit Report does not contain any qualificationsreservation or adverse remarks.


No material changes and commitments other than in the normal course of business haveoccurred after the close of the year till the date of this Report which affect thefinancial position of the Company.


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


Name of Company Subsidiary / Joint ventures/ Associate Company Date of cession of Subsidiary / Joint ventures/ Associate Company.
N.A N.A. N.A.


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

24. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTIONPROHIBITION AND REDRESSAL) ACT 2013: The Company is committed to provide safe andconducive environment to its employees during the year under review. Your Directorsfurther states that during the year under review there were no cases filed pursuant tothe Harassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013.


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


Disclosures with respect to the remuneration of Directors KMPs and employees asrequired under section 197 (12) of the Companies Act 2013 read with Rule 5 (1) and (2) ofthe Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 are givenin Annexure IV to this Report.

27. 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 tobe disclosed under Section 143 (12) of Companies Act 2013.


The Particulars of Loans Guarantees and Investments as per Section 186 of CompaniesAct 2013 for the year ended 31.03.2018 is annexed with this report as Annexure V.


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 (appendedas Annexure I).


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.


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.


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 explanationsobtained/received from the operating Management your Directors make the followingstatement and confirm that-a) in the preparation of the annual accounts the applicableaccounting standards had been followed along with proper explanation relating to materialdepartures; 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 directorshad taken proper and sufficient care for the maintenance of adequate accounting records inaccordance with the provisions of this Act for safeguarding the assets of the company andfor preventing and detecting fraud and other irregularities; d) the directors had preparedthe annual accounts on a going concern basis; e) the directors had laid down internalfinancial controls to be followed by the company and that such internal financial controlsare adequate and were operating effectively; and f) the directors had devised propersystems to ensure compliance with the provisions of all applicable laws and that suchsystems were adequate and operating effectively.


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 N S Patkar Marg Gamdevi


Place: Mumbai

Date: 02nd May 2018