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Walchand Peoplefirst Ltd.

BSE: 501370 Sector: Others
NSE: N.A. ISIN Code: INE695D01021
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NSE 05:30 | 01 Jan Walchand Peoplefirst Ltd
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VOLUME 2
52-Week high 75.00
52-Week low 34.00
P/E 17.94
Mkt Cap.(Rs cr) 16
Buy Price 50.50
Buy Qty 10.00
Sell Price 55.40
Sell Qty 18.00
OPEN 55.40
CLOSE 52.95
VOLUME 2
52-Week high 75.00
52-Week low 34.00
P/E 17.94
Mkt Cap.(Rs cr) 16
Buy Price 50.50
Buy Qty 10.00
Sell Price 55.40
Sell Qty 18.00

Walchand Peoplefirst Ltd. (WALCHANDPEOPLE) - Director Report

Company director report

To

The Members

Walchand PeopleFirst Limited

The Directors are pleased to present the 99th Annual Report along with the Audited Financial Statements of your Company for the Financial Year ended 31st March 2019.

The State of the Company's Affairs

1. KEY FINANCIAL HIGHLIGHTS :

ParticularsFor the Year ended 31.03.2019For the Year ended 31.03.2018

(INR. in Lakhs)

(INR. in Lakhs)

Profit before interest depreciation and taxation139.82331.79
Less: Interest(3.06)(2.51)
Less: Depreciation / Amortisation(39.86)(46.39)
Less: Provision for Taxation - Current / earlier years(1.02)(84.76)
Add / (Less): Deferred Tax recognized(6.72)13.30
Net Profit89.15211.44
Add/(Less) : Other Comprehensive Income (Net of tax)(2.66)(1.23)
Add: Balance brought forward1027.05816.85
Amount available for appropriation1113.541027.05
Less : Proposed Final Dividend--
Less : Dividend Tax--
Balance carried to Balance Sheet1113.541027.05

During the year under review the Company has reported a total income of INR 2695.23 lakhs out of which non-operating income amounts to INR 147.68 lakhs. Income from operations is INR 2547.55 lakhs which has decreased by INR 133.81 lakhs i.e. by 5% as compared to the previous year.

2. CHANGE IN THE NATURE OF BUSINESS:

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

3. DIVIDEND:

Your Directors have decided not to recommend any dividend for the Financial Year ended 31st March 2019.

4. TRANSFER TO RESERVES:

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

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

(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 the Technology 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 outgo in terms of actual outflows is as follows:

A. Expenditure in Foreign CurrencyFinancial year ended 31.03.2019Financial year ended 31.03.2018
(INR in Lakhs)(INR in Lakhs)
Royalty Remitted214.37191.34
Others14.744.88
B. Earnings in Foreign currency
Professional fees27.9245.94
Others29.188.31

6. MANAGEMENT DISCUSSION AND ANALYSIS:

Economic Trends:

The global economy hit a high-point in 2018 with global gross domestic product (GDP) on track to finish the year 3.8% higher than where it started. Yet this result belies some serious inconsistencies that are now dictating trends for 2019. India is also impacted.

The U.S. economy continued to power ahead in 2018 while growth faltered in the rest of the world. Looking back 2018 was a year of two halves as annual global growth clocked in at 4% for the first half but shrunk in the second. For 2019 several economists project overall growth will gear down slightly to 3.6%.

Meanwhile developed markets and emerging markets are likely to see a reversal of fortunes relatively speaking. As growth subsides in the U.S. and other developed markets emerging markets India principally among them could resume their role as the world's economic growth engines. China of course is still grappling with domestic issues and trade war tensions with the U.S. Though they are more prone to extreme volatilities emerging markets as a whole typically grow at a faster pace than developed markets. In 2018 that pattern diverged as U.S. economic growth picked up and emerging markets contended with rising U.S. interest rates and a strengthening dollar. This coupled with trade tensions rendered emerging-market economies nearly defenseless against the barrage of negative external headwinds. Easing trade tensions could support China's growth and momentum in global trade both of which would benefit emerging markets.

Growth in Europe is likely to remain above trend but will nevertheless moderate since the European Central Bank is likely to begin policy normalization and raise its interest rates. Morgan Stanley is forecasting 1.6% GDP Euro area growth for 2019 down slightly from 1.9% in 2018. India which aspires to be a middle-income country will face global headwinds.

TheIndian economy started the fiscal year 2018-19 with a healthy 8.2 % growth in the first quarter on the back of domestic resilience. However it was on a lower base of the corresponding period. Growth eased just 6.6 % by the third quarter due to rising global volatility largely from financial volatility normalized monetary policy in advanced economies externalities from trade disputes and investment slowdown. It cannot be denied that the negative repercussions of demonetization and the difficulties faced by business due to GST the indirect tax worsened matters. Further the Indian rupee suffered because of the crude price shock and the US economy growth led to FPI outflows.

Opportunities and Challenges

The organized training industry is still at a nascent stage and there are just a handful of serious pioneers investing in upscaling business. Since they are interested in expanding market size they are affected by macroeconomic variables. India's slower GDP growth has made accelerated growth a challenge. The rising Non Performing Assets of the banking sector low Gross Fixed capital formation rural distress and a record 45 year old high job crisis threatens to derail the India growth trajectory. The negatives outweigh the positives of the Insolvency and Bankruptcy Code bank recapitalization and foreign direct investment. The sectors most affected by the sluggish downturn have been construction real estate tourism and hospitality retail telecom and export-oriented companies.

The Centre for Monitoring Indian Economy (CMIE) report states that India lost 11 million jobs in 2018. Thus new hires were low and India's training industry is feeling the nasty pinch. The Indian economy slumped to a 5 year low of 7% in the last quarter of FY 2018-19 signaling the hard days ahead. The projections for 2019-20 have thus flattened out to a modest 7.3% which can only happen if there is sustained rise in consumption and a gradual revival in investments especially with a greater focus on infrastructure development. While India has already surpassed France to become the sixth-largest economy by 2019 it may become the fifth-largest economy and possibly the third-largest in 25 years. The big worry is that young people are dropping out of the labour force which means lower expectation of hiring. Training business is inextricably intertwined with economic growth job market private investments and technology. The government's inability to encourage private investments despite low repo rates a strong stock market and stable world economy is a mammoth obstacle. India Inc is the biggest spender on training but we see a secular slowdown emerging with sporadic burst of investment from BFSI IT pharma and healthcare infrastructure and education.

The share of gross capital formation has come down to 31% of GDP in FY 2017-18 from about 34 % of GDP in FY 2012-13 driven mostly by government intervention and capital flows. This suggests that the recovery is lagging due to the absence of private investments and is sustained to a degree only through partial mediums i.e. government investment and capital flows. In the long-run this is unsustainable and fiscally imprudent. India has seen reverse migration with joblessness forcing people to move to villages. These are serious challenges. Some experts however do believe that the tailwinds notwithstanding hiring in 2019 is expected to be strongest after a gap of four years. 64% of employers have a positive outlook on hiring for the upcoming year according to India Skills Report 2019. The employability index touched a new high of 47% this year an increase of almost 2-3 % points since last year and about 15% points in the past 5 years. Hiring in technology is expected to make a come back in 2019. Jobs in areas such as analytics and design are expected to be the most sought-after ones while demand for specialist technologies in the space of artificial intelligence (AI)/machine learning would also increase in the coming year. Hospitality travel and automotive are the other sectors which are expected to witness a rise in their hiring numbers. Your company stands to benefit from the fast-growing E-commerce sector and re-skilling and up-skilling investments by corporate India.

Outlook Risks and Control

India has set some ambitious goals for the future in the area of education and therefore by logical corollary the training industry. It is good to see political party's make a commitment to enhance education budgets to a record high 6% of GDP in their manifesto. That is the need of the hour. However until we know the nature of the new government formation we would see political risk at a high level. Labour laws continue to be archaic and India is becoming a gig economy. With capital-intensive technology the new norm and artificial intelligence and machine learning the future the workplace will be different. Training will need to adapt to the new paradigm. It can be safely predicted that while sectors like telecom might see a downsizing there will be a big boom in AI Augmented Reality (AR) robotics and block-chain architecture. India will see better job growth and training prospects in Tier 2 and 3 towns.

For India to become a crucial supplier of attractive Labour and knowledge workers in global markets we will need to strengthen our public education system right from the primary level to advanced higher education.

 Focus on Higher education to retain candidates who go abroad for higher studies and end up staying overseas. The brain drain continues as western countries are now facing an aging population. Permissions must be given to set up campuses in India to leading foreign universities.

 We need to boost investment in the Micro Small and Medium Enterprises as they employ the largest number of people in India. They have suffered incalculably post demonetization and their businesses have been veritably damaged.

 There is a need to encourage entrepreneurship through both a dedicated agency as well as credit access. We need to curate more start-ups that can have a global footprint.

 There is a lot of untapped potential in small towns in India that can be employed in agro-processing cold storage distribution and logistics.

 Emerge as a single largest provider of global talent with one in four graduates in the world being a product of the Indian higher education system.

 Skills Mission has remained embroiled in a bureaucratic labyrinth and not taken off. There is a need to relook at the objectives and redo the process of public-private sector collaboration.

India's demographic dividend story is headed for a serious crisis if we do not quickly understand the role of education and training for both the public government and private sector. It is important that all stakeholders reach a broad consensus on both strategy and execution as there is a compelling need to correct the fault-lines.

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 objectives expectations or predictions shall be read in conjunction with the government policies as issued and amended from time to time the micro as well as macroeconomic scenario prevailing at that time global developments and such other incidental factors that may extend beyond the control of the Company and Management. Keeping this in view the actual results may materially vary from those expressed in the statement.

Internal Control Systems

Your Company ensures that appropriate risk management limits control mechanisms and mitigation strategies are in place through its efficient and effective Internal Control System and the same completely corresponds to its size scale and complexity of operations. The Company strives to put several checks and balances in place to ensure that confidentiality is maintained. Effective procedures and mechanisms are rolled out by a full-fledged Internal Audit System to ensure that the interest of the Company is safeguarded at all times. In addition to this the Risk Assessment policy of the organization is reviewed on a quarterly basis by the Audit Committee/ Board of Directors of your Company.

Financial Performance

Total income achieved during the year under review is INR 2695.23 lakhs as against INR 2816.50 lakhs in the previous year. Income from operations of the Company has been INR 2547.55 lakhs against INR 2681.36 lakhs in the previous year showing a decrease of 5% on account of general slowdown in the economy and government initiatives. After providing for taxation of INR 1.02 lakhs and deferred tax asset of INR 6.72 lakhs the net profit of the Company is INR 89.15 lakhs as against the profit after tax of INR 211.44 lakhs in the previous year. Operating Profit (Income from operations less direct expenses) of the Company for the current year is INR 417.23 lakhs as compared to INR 585.39 lakhs in the previous year and hence has decreased by 29% compared to the previous year. Total EBITDA is 5% on total income as compared to 12 % in last year while total PAT is 4% as compared to 8% in last year.

Human Resources

While growth and success are the prime motto of the Company at the same time it also realizes the importance of its human capital. Continuous efforts are made to enhance manpower productivity through its comprehensive compensation and benefits plans for all its employees. In order to develop a healthy environment within the organization we have a strong Performance Management System which ensures fairness and growth of all individuals. Our culture reflects our core values which reinforce respect and dignity for each individual and show work ethics for all employees. An average eight days of training per year for each employee is directed at enriching leadership Behavioural functional and technical skills as well as bringing about a change in the attitude knowledge and skill of employees. Thus through this process of learning and concurrent rewarding your Company aims to equip its employees with essential skills and competencies that would enable them to step the ladder of success.

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

The Financial statement of the Company / Directors' Report has not been revised during the financial year 2018-19 as per Section 131 of the Companies Act 2013.

8. ANNUAL RETURN:

The extract of Annual Return pursuant to Section 92 of the Companies Act 2013 read with The Companies (Management and Administration) Rules 2014 (subject to amendment and re-enactment from time to time) in the prescribed Form MGT-9 is hereby attached with this Report in Annexure I and is a part of this Report. The same is as on 31st March 2019

9. DEPOSITS:

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

10. THE DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS:

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

11. BOARD MEETINGS:

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

Sr. No.Date of MeetingsVenue and time of the meetingDirectors presentDirectors to whom Leave of absence was granted
1.02.05.20181st Floor1. Ms. Pallavi JhaNone
Construction2. Mr. Sanjay Jha
House 5 -3. Mr. M. N. Bhagwat
Walchand4. Mr. V. K. Verma
Hirachand Marg5. Dr. Vijay N. Gupchup
Ballard Estate6. Mr. Rajeev Dubey
Mumbai - 400 001
Time: 04:45 P.M.
2.31.07.20181st Floor1. Ms. Pallavi JhaDr. Vijay N. Gupchup
Construction2. Mr. Sanjay Jha
House 5 -3. Mr. M. N. Bhagwat
Walchand4. Mr. V. K. Verma
Hirachand Marg5. Mr. Uday Phadke
Ballard Estate6. Mr. Rajeev Dubey
Mumbai - 400 001
Time: 01:00 P.M.
3.26.10.20181st Floor1. Ms. Pallavi JhaMr. Rajeev Dubey
Construction2. Mr. Sanjay Jha
House 5-3. Mr. M. N. Bhagwat
Walchand4. Mr. V. K. Verma
Hirachand Marg5. Dr. Vijay N. Gupchup
Ballard Estate6. Mr. Uday Phadke
Mumbai - 400 001
Time: 05:00 P.M.
4.05.02.20191st Floor1. Ms. PallaviJhaNone
Construction2. Mr. Sanjay Jha
House 5 -3. Mr. M .N. Bhagwat
Walchand4. Mr. V. K. Verma
HirachandMarg5. Dr. Vijay N. Gupchup
Ballard Estate6. Mr. Rajeev Dubey
Mumbai - 400 0017. Mr. Uday Phadke
Time: 12:45 P.M.8. Mr. H. N. Shrinivas

12. CHANGE IN DIRECTORS AND KEY MANAGERIAL PERSONNEL:

Changes in Directors and Key Managerial Personnel are as follows:

Sr. No.Name of the DirectorParticularsDate of Appointment/ Resignation
1Mr. Uday PhadkeAppointment as an Additional Independent Director02.05.2018
2Mr. Uday PhadkeRegularization as an Independent Director31.07.2018
3Mr. H. N. ShrinivasAppointment as an Additional Independent Director26.10.2018
4Mr. Jehangir ArdeshirAppointment as an Additional Independent Director05.02.2019
5Ms. Kajal SudaniCompany Secretary & Compliance Officer05.02.2019

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

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

Pursuant to Section 149(4) of the Companies Act 2013 read with the Companies(Appointment and Qualifications of Directors) Rules 2014 (subject to amendment and re-enactment from time to time) the Central Government has prescribed that your Company shall 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 DirectorDate of Appointment / ReappointmentDate of passing of Resolution (if any)
1.Mr. M. N. Bhagwat30.07.201430.07.2014
(upto 31.03.2019)
2.Mr. V. K. Verma30.07.201430.07.2014
(upto 31.03.2019)
3.Dr. Vijay N. Gupchup30.07.201430.07.2014
(upto 31.03.2019)
4.Mr. Rajeev Dubey30.07.201430.07.2014
(upto 31.03.2019)
5.Mr. Uday Phadke02.05.201831.07.2018
6.Mr. H. N. Shrinivas26.10.2018Proposed on 31.07.2019
7.Mr. Jehangir Ardeshir05.02.2019Proposed on 31.07.2019

All the above Independent Directors meet the criteria of `independence' prescribed under section 149(6) and have submitted declaration to the effect that they meet with the criteria of `independence' as required under section 149(7) of the Companies Act 2013.

14. COMMITTEES OF BOARD:

I. Nomination and Remuneration Committee:

In accordance with the provisions of Section 178 of the Companies Act 2013 read with rules the Company has appropriate Nomination and Remuneration Committee consisting of three Non-executive Directors all the Directors being Independent Directors. The Committee acts in accordance with the `Terms of Reference' approved and adopted by the Board from time to time.

The Composition of the Committee is as under:

Sr. No.Name of the MemberDesignation
1Mr. V. K. Verma (upto 05.02.2019)Chairman
2Mr. Rajeev Dubey (upto 05.02.2019)Member
3Mr. M. N. Bhagwat (upto 05.02.2019)Member
4Mr. H. N. Shrinivas (After 05.02.2019)Chairman
5Mr. Uday Phadke (After 05.02.2019)Member
6Mr. Jehangir Ardeshir (After 05.02.2019)Member

Remuneration Policy

Introduction:

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

Objective and purpose of the policy:

 To formulate the criteria for determining qualifications competencies positive attributes and independence for appointment of Directors (Executive and Non-Executive) and recommend to the Board policies relating to the remuneration of the Directors KMP and other employees;

 To formulate the criteria for evaluation of performance of all the Independent Director and Directors on the Board;

 To devise a policy on Board diversity;

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

Constitution of Nomination and Remuneration Committee: The Board has constituted the Remuneration Committee on April 29 2004. The nomenclature of the said Committee was changed to Nomination and Remuneration Committee on 17th April 2014 and the Company has re-constituted committee on Board Meeting held on 05th February 2019. This is in line with the requirements of the Companies Act 2013. The Board has the authority 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 and the 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 as follows:

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

2. To identify persons who are qualified to become Directors and who may be appointed in senior management and recommend to the Board their appointment and removal and shall carry 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 management of the Company are provided with appropriate incentives to encourage enhanced performance and are in a fair and responsible manner rewarded for their individual contributions to the 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 Company and 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 the overall amount of such awards the individual awards to the Executive Directors and other senior executives and the performance targets to be used;

7. To consider and make recommendations in respect of any other terms of the service contracts of the executives and any proposed changes to these contracts and to review the Company'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 employment applicable to the remuneration of the Directors Key Managerial Personnel and other employees.

Appointment of Directors and Key Managerial Personnel: The Committee shall formulate the criteria for determining qualifications positive attributes and independence of a Director and KMP and recommending candidates to the Board when circumstances warrant the appointment of a new Director and KMP having regard to the experience and expertise as may 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-time Director 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 five consecutive years on the Board of the Company and will be eligible for reappointment on passing of a special resolution by the Company and disclosure of such appointment in the Board's Report. No Independent Director shall hold office for more than two consecutive terms but such Independent Director shall be eligible for appointment after expiry of three years of ceasing to become an Independent Director. Provided that an Independent Director shall not during the said period of three years be appointed in or be associated with the Company in any other capacity either directly or indirectly. At the time of appointment of Independent Director it should be ensured that number of Boards on which such person serves is restricted to seven listed companies as an Independent Director; and in case such person is serving as a Whole-time Director in any listed company the number of boards on which such person serves as Independent Director is restricted to three listed companies.

Removal:

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

Retirement:

The Directors and KMP shall retire as per the applicable provisions of the Companies Act 2013 and the prevailing policy of the Company. The Board will have the discretion to retain the Directors and KMP after attaining the retirement age for the benefit of the Company.

Remuneration of Non-Executive Directors:

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

Remuneration of Managing Director CEO and Executive Director:

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

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

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

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

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

vi. In determining the remuneration (including the fixed increment and performance bonus/ commission) the Nomination & Remuneration Committee shall consider the following:

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

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

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

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

Remuneration of Key Managerial Personnel and ther employees:

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

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

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

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

d) The remuneration including annual increment and performance incentive is decided based on the criticality of the roles and responsibilities the Company's performance vis--vis the annual budget achievement individuals performance vis--vis KRAs / KPIs industry benchmark 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 standard appraisal matrix and after taking into account the appraisal score card and other factors mentioned herein above and decide on the annual increment and performance incentive. The overall policy for such calculations will be explained to the Nomination & Remuneration Committee for its review and approval.

iii. Such performance reviews will be carried 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 / Independent Director may receive remuneration by way of sitting fees for attending meetings of Board or Committee thereof except Stakeholders Relationship Committee/ Shareholders Grievance Committee Meeting for which no sitting fees shall be paid. The sitting fees shall be paid as 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 three Directors with Independent Directors forming a majority and the said constitution is in line with the provisions of Section 177 of the Companies Act 2013 read with the rules and the Company has re-constituted committee in the Board Meeting held on 05th February 2019. The Audit Committee acts in accordance with the `Terms of Reference' specified by the Board in writing from time to time.

The Composition of the Committee is as under:

Sr. No.Name of the MemberDesignation
1Mr. M. N. Bhagwat (upto 05.02.2019)Chairman
2Mr. Sanjay JhaMember
3Mr. V. K. Verma (upto 05.02.2019)Member
4Dr. Vijay N. Gupchup (upto 05.02.2019)Member
5Mr. Uday Phadke (after 05.02.2019)Chairman
6Mr. Jehangir Ardeshir (after 05.02.2019)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 its financial information to ensure that the financial statement is correct sufficient and credible; 2 . Recommendation for appointment remuneration and terms of appointment of Auditors of the 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 report thereon 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 included in the Board's Report in terms of clause (c) of sub-section 3 of section 134 of the Companies Act 2013; b. Changes if any in accounting policies and practices and reasons for the same; c. Major accounting entries involving estimates based on the exercise of judgment by management; d. Significant adjustments made in the financial statements arising out of audit findings; e. Compliance with listing and other legal requirements relating 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 submission to the board for approval;

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

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

8. Approval or any subsequent modification of transactions of the Company with related parties;

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 auditors adequacy of the internal control systems;

13. Reviewing the adequacy of internal audit function if any including the structure of the internal audit department staffing and seniority of the official heading the department reporting structure coverage and frequency of internal audit;

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

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

16. Discussion with statutory auditors before the audit commences about the nature and scope 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 depositors debenture holders shareholders (in case of non-payment of declared dividends) and creditors;

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

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

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

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

20. The Audit Committee shall mandatory 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 weaknesses issued by the statutory auditors;

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

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

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

a. To investigate any activity within its terms of reference. The Audit Committee shall have authority to investigate into any matter in relation to the items specified in sub-section (4) of section 177 of the Companies Act 2013 read with rules or referred to it by the Board and for this purpose shall have power to obtain professional advice from external sources and have full access to information contained in the records of the Company;

b. To seek information from any employee;

c. To obtain outside legal or other professional advice;

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

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

Approval or any subsequent modification of transactions of the company with related parties;

23. When money is raised through an issue (public issues rights issues preferential issues etc.) the Company shall disclose the uses / applications of funds by major category (capital expenditure sales and marketing working capital etc.) on a quarterly basis as a part of their quarterly declaration of financial results to the Audit Committee.

Further on an annual basis the Company shall prepare a statement of funds utilized for purposes other than those stated in the offer document / prospectus / notice and place it before the audit committee. Such disclosure shall be made only till such time that the full money raised through the issue has been fully spent. This statement shall be certified by the statutory auditors of the Company. Furthermore where the Company has appointed a monitoring agency to monitor the utilization of proceeds of a public or rights issue it shall place before the Audit Committee the monitoring report of such agency upon receipt without any delay. The audit committee shall make appropriate recommendations 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 to approve all share transfers / transmissions.

The Company has re-constituted committee on Board Meeting held on 05th February 2019 and the composition of the Stakeholders Relationship Committee / Shareholders Grievance Committee as on 31st March 2019 is as under:-

Sr. No.Name of the DirectorDesignation
1Mr. V. K. Verma (upto 05.02.2019)Chairman
2Mr. Sanjay JhaMember
3Ms. Pallavi JhaMember
4Mr. Uday Phadke (after 05.02.2019)Chairman

Mr. Vivek Wadhavkar Senior Manager (Accounts and Finance) has resigned from the designation as the Compliance Officer and Ms. Kajal Sudani has been appointed as Company Secretary & Compliance 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 work environment. 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 the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations 2015 for reporting the genuine concerns or grievances or concerns of actual or suspected fraud or violation of the Company's code of conduct. The said Mechanism is established for directors and employees to report their concerns. The policy provides the procedure and other details required to be known for the purpose of reporting such grievances or concerns. The same is uploaded on the website of the Company (www. walchandpeoplefirst.com).

15. QUALIFICATIONS GIVEN BY THE AUDITORS:

There are no qualifications reservation or adverse remarks or disclaimers made by the Statutory Auditors of the Company in their report however Secretarial Auditors of the Company have made the following qualification in their report: a). During the financial year there was a non-compliance for the period between 1st April 2018 to 04th February 2019 with respect to appointment of Company Secretary under provisions of Section 203 of the Companies Act 2013 read with Regulation 6(1) of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015. (For appointment of Qualified Company Secretary as Compliance Officer) The Company has appointed a Qualified Company Secretary and Compliance Officer w.e.f. 05th February 2019.

Directors' Response:

The Company was in search of a competent Company Secretary to handle the secretarial compliances for which it has published advertisement in newspaper and has also sent a vacancy notice to be displayed on the notice board of The Institute of Company Secretaries of India.

16. CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

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

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

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

For the purpose of carrying out performance evaluation exercise three types of Evaluation forms were devised in which the evaluating director has allotted to the individual Director the Board as a whole its Committees and the Chairperson appropriate rating 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 meeting held for the purpose on 05th February 2019;

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 meeting after 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 and the evaluation methodology adopted is in the opinion of the Board sufficient appropriate and is found to be serving the purpose.

The Independent Directors of the Company are evaluated by the Non-Executive Directors and the other Directors of the Board. The criteria's for the evaluation of the Independent Directors are:

a. Attendance record;

b. Possesses sufficient skills experience and level of 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 acquired with regard to the company's business/activities;

e. Understanding of industry and global trends;

f. Any qualitative comments and suggestions for improving effectiveness.

18. AUDITORS:

M/s. K. S. Aiyar & Co. Statutory Auditors of your Company having (ICAI Firm Registration No. 100186W) were appointed at the 95th Annual General Meeting of the Company held on 31st July 2015 for a period of 5 years i.e. from financial year 2015-2016 to 2019-2020. In view of the above the Audit Committee is requested to note the eligibility of the Statutory based on the Certificate received from them confirming that they do not attract any disqualification u/s. 141 of the Companies Act 2013.

In accordance with the Companies Amendment Act 2017 enforced on 7th May 2018 by the Ministry of Corporate Affairs the appointment of Statutory Auditors is not required to be ratified at every Annual General Meeting.

19. SECRETARIAL AUDITOR & ANNUAL SECRETARIAL COMPLIANCE REPORT:

The Company has appointed M/s. Nilesh Shah & Associates Practising Company Secretaries as a Secretarial Auditor of the Company according to the provision of section 204 of the Companies Act 2013 and for conducing Secretarial Audit of Company for the financial year 2018-2019. M/s GHV & Co. has been appointed for the financial year 2018-2019 as per Regulation 24A of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015. The Report of the Secretarial Audit and Annual Secretarial Compliance Report pursuant to SEBI Circular No. CIR/CFD/CMD1/27/2019 dated 08th February 2019 are annexed herewith as Annexure III & Annexure IV. The Secretarial Audit Report and Annual Compliance Report contain the qualifications reservation or adverse remarks as mentioned in Item No. 15 of the Directors' Report.

20. MATERIAL CHANGES AFFECTING THE FINANCIAL POSITION OF THE COMPANY:

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

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

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

22. DETAILS OF THE COMPANY WHO CEASED TO BE ITS SUBSIDIARY/ JOINT VENTURES/ASSOCIATE COMPANIES:

Sr. NoName of CompanySubsidiary / Joint ventures/ Associate CompanyDate of cession of Subsidiary / Joint ventures/ Associate Company.
N.AN.A.N.A.

23. STATEMENT FOR DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY U/S 134:

As per Regulation 21 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulation 2015 the top 100 listed entities needs to adopt Risk Management Policy. Therefore the Company is not required to adopt Risk Management Policy.

24. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITION AND REDRESSAL) ACT 2013:

The Company is committed to provide safe and conducive environment to its employees during the year under review. Your Directors further state that during the year under review there was one case filed pursuant to the Harassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013.

The Company has an Internal Complaints Committee (ICC) to redress complaints received regarding sexual harassment. The complaint which was received by the ICC in 2018-19 was dealt with and the report was submitted to the Management. The same was discussed and actioned.

25. COMPLIANCE WITH THE APPLICABLE SECRETARIAL STANDARDS

The Company has complied with applicable secretarial standards during the year 2018-19.

26. EQUITY SHARES WITH DIFFERENTIAL RIGHTS:

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

27. DISCLOSUREASPERRULE5OFTHECOMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES 2014:

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

28. DETAILS IN RESPECT OF FRAUDS REPORTED BY THE AUDITORS UNDER SECTION 143(12) OF COMPANIES ACT 2013: There are no frauds reported by the Auditor which are required to be disclosed under Section 143(12) of Companies Act 2013.

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

The Company has not made any investments given any loans and guarantee as per Section 186 of Companies Act 2013 for the year ended 31st March 2019.

30. DISCLOSURE OF REMUNERATION PAID TO DIRECTOR KEY MANAGERIAL PERSONNEL AND EMPLOYEES:

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

31. CORPORATE SOCIAL RESPONSIBILITY POLICY:

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

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

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

33. DIRECTORS' RESPONSIBILITY STATEMENT:

Pursuanttosub-section(5)ofSection134oftheCompanies Act 2013 and to the best of their knowledge and belief and according to the information and explanations obtained / received from the operating Management your Directors make the following statement and confirm that-

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

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

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

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

e) the directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

f) the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

34. ACKNOWLEDGEMENT:

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

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
Mumbai-400007
Place: Mumbai
Date: 10th May 2019

Annexure - II Form No. AOC-2

(Pursuant to clause (h) of sub-section (3) of section 134 of the Act and Rule 8(2) of the Companies (Accounts) Rules 2014)

Form for disclosure of particulars of contracts/arrangements entered into by the Company with related parties referred to in sub-section (1) of section 188 of the Companies Act 2013 including certain arm's length transactions under third proviso thereto

1. Details of material contracts or arrangement or transactions not at arm's length basis : Not Applicable

2. Details of material contracts or arrangement or transactions at arm's length basis :

1) (a) Name(s) of the related party and nature of relationship: Ms. Maithili Jha daughter of Ms. Pallavi Jha Chairperson and Managing Director and Mr. Sanjay Jha Whole-time Director.

(b) Nature of contracts/arrangements/transactions: Payment of Salary pursuant to the arrangement with regard to employment.

(c) Duration of the contracts/arrangements/transactions: Permanent.

(d) Salient terms of the contracts or arrangements or transactions including the value if any: Senior Manager - Brand and Corporate Strategy-Salary of Rs. 554227/- paid upto August 2018.

(e) Date(s) of approval by the Board if any: N.A.

(f) Amount paid as advances if any: NIL

2) (a) Name(s) of the related party and nature of relationship: M/s. Walchand and Company Private Limited.

(b) Nature of contracts/arrangements/transactions: Rent Received.

(c) Duration of the contracts/arrangements/transactions: 11 Years & 11 Months .

(d) Salient terms of the contracts or arrangements or transactions including the value if any: Nil

(e) Date(s) of approval by the Board if any: N.A.

(f) Amount paid as advances if any: NIL

For and on behalf of the Board
Pallavi Jha
Chairperson & Managing Director
DIN: 00068483
Address: 201 Sterling Heritage 39
Place: MumbaiN S Patkar Marg Gamdevi
Date: 10th May 2019Mumbai-400007

Annexure V

Details pertaining to remuneration as required under section 197(12) read with Rule 5(1) of Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014.

The percentage increase in remuneration of each Director Chief Financial Officer and Company Secretary during the Financial Year 2018-19 ratio of the remuneration of each Director to the median remuneration of the employees of the Company for the Financial Year 2018-19 and the comparison of remuneration of each Key Managerial Personnel (KMP) against the performance of the Company are as under:

Sr No.Name of Director/KMPDesignationRemuneration of Director/ KMP for the Financial Year 2018-19 (Rs. in lakhs) (Excluding perquisite value of ESOPs exercised)Remuneration of Director/ KMP for the Financial Year 2018-19 (Rs. in lakhs) (Including perquisite value of ESOPs exercise% increase in Remuneration in the Financial Year 2018-19 (Excluding perquisite value of ESOPs exercise% increase in Remuneration in the Financial Year 2018-19 (Including perquisite value of ESOPs exercised)Ratio of Remuneration of each Director to median remuneration (Including perquisite value of ESOPs exercised) of employees for the Financial YearComparison of the Remuneration of the KMP against the performance of the Company (Excluding perquisite value of ESOPs exercised)Comparison of the Remuneration of the KMP against the performance of the Company (Including perquisite value of ESOPs exercised)
1Pallavi JhaChairperson & Managing Director1008089403.50%0000
2Sanjay JhaExecutive Director948889003.69%0000
3ShruthiPatniChief Financial Officer and Operations Head454010404.00%0000

The details of top ten employees of the company as per section 196 rule 5(2) of the companies (Appointment and Remuneration of Managerial Personnel) rules 2014 are as per below :

Sr. No.Name of EmployeeDesignation of EmployeesNature of Employment whether contractual or otherwiseQualification and experience of employeeDate of the Commencement of EmploymentAge of Em- ployeeLast employment held by such employee before joining the CompanyNature of relationship if any with the director / manager of the CompanyPercentage of Equity shares held by employeeRemuneration
1Pallavi JhaChairperson & Managing DirectorPermanentMBA2007-07-2654HCCWife of Mr. Sanjay Jha9542265
2Sanjay JhaExecutive DirectorPermanentMBA2007-07-2758Bank of America and ANZ Grindlays BankHusband of Ms. Pallavi Jha8973029
3Shruthi PatniChief Financial Officer and Operations HeadPermanentCA - 16 yrs2010-01-1842World Wide Media Limited4540104
4Manu NandaVice President - Business DevelopmentPermanentPG - Arts - 24 yrs2011-12-1249Hero Mind Mine Institute3463607
5Meghdoot BoseSenior Business ConsultantPermanentMBA - 15 yrs2013-04-2240People Strong HR Service2999833
6Isar QureshiAssociate Vice President - TrainingPermanentMBA - 20 yrs2011-05-1650Tata AIG Insurance2778958
7Sai ViswanathanSenior Business ConsultantPermanentPGDBA - 12 yrs2011-04-0137Info Edge Limited2576807
8Mangesh WagleAssociate Vice President - TrainingPermanentMMS-24 yrs2010-01-0446Greens and Pastures Consultants2313579
9Paayal VarmaSenior Training ConsultantPermanentM.Com-12yrs2015-08-1049Yes Bank Limited2221512
10Shrinivas PrabhuSenior Training ConsultantPermanentM.B.A-12yrs2006-01-0936Bharti Airtel Limited2071240

 

For and on behalf of the Board
Pallavi Jha
Chairperson & Managing Director
DIN: 00068483
Address: 201 Sterling Heritage 39
Place: MumbaiN S Patkar Marg Gamdevi
Date: 10th May 2019Mumbai-400007