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Walchand Peoplefirst Ltd.

BSE: 501370 Sector: Others
NSE: N.A. ISIN Code: INE695D01021
BSE 00:00 | 06 Feb 124.05 -0.05






NSE 05:30 | 01 Jan Walchand Peoplefirst Ltd
OPEN 129.95
52-Week high 189.50
52-Week low 103.00
P/E 13.95
Mkt Cap.(Rs cr) 36
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 129.95
CLOSE 124.10
52-Week high 189.50
52-Week low 103.00
P/E 13.95
Mkt Cap.(Rs cr) 36
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Walchand Peoplefirst Ltd. (WALCHANDPEOPLE) - Director Report

Company director report


The Members

Walchand PeopleFirst Limited

The Directors are pleased to present the 102nd Annual Report along with theAudited Financial Statements of your Company for the Financial Year ended 31stMarch 2022. The State of the Company's Affairs


Particulars For the Year ended 31.03.2022 For the Year ended 31.03.2021
Profit before interest depreciation and taxation * 307.99 36.61
Less: Interest (1.89) (2.39)
Less: Depreciation/ Amortisation (34.39) (53.39)
Less: Provision for Taxation – Current / earlier years (75.75) (2.51)
Add / (Less): Deferred Tax recognized (11.38) 5.21
Net Profit * 184.57 (16.47)
Add/(Less) : Other Comprehensive Income (Net of tax) 10.62 18.26
Profit after Other Comprehensive Income * 195.19 1.79
Add: Balance brought forward 1133.06 1131.28
Less : Impact of Ind AS 116 - Lease Accounting - -
Amount available for appropriation 1328.25 1133.06
Less : Proposed Final Dividend - -
Less : Dividend Tax - -
Balance carried to Balance Sheet 1328.25 1133.06

During the year ended March 31 2022 the company has received an order from BrihanMumbai Mahanagar Palika for disputed municipal taxes. As per outcome of the order thecompany has settled the Municipal taxes dues. On Account of the same Rs. 104.36 Lakhscharged to Statement of Profit & Loss under Other expenses. This was a one-timeexpense incurred net of provisions made towards the municipal taxes during all the yearsfrom April 2000 to March 2022.

During the year under review the Company has reported a total income of INR 1943.81Lakhs out of which non-operating income amounts to INR 162.37 Lakhs. Income fromoperations is INR 1781.44 lakhs which has increased by INR 899.32 Lakhs i.e. by 102 % ascompared to the previous year.

During the year under review the Company has reported Net Profit after tax and othercomprehensive Income of Rs. 195.19 Lakhs during the year as compared to Rs. 1.78 Lakhs inthe previous year.


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


Your Directors are pleased to recommend a final dividend of Rs. 1.25/- per equity shareof the company for the Financial Year ended 31st March 2022.


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

5. CONSERVATIONOFENERGYTECHNOLOGYABSORPTION AND FOREIGN EXCHANGE EARNINGS ANDOUTGO: (A) Conservation of energy - The particulars as required under the provisionsof Section 134 (3) (m) of the Companies Act 2013 read with Rule 8 of the Companies(Accounts) Rules 2014 in respect of conservation of energy have not been furnishedconsidering the nature of activities undertaken by the Company during the year underreview.

(B) Technology Absorption -

The particulars as required under the provisions of Section 134 (3) (m) of theCompanies Act 2013 read with Rule 8 of the Companies (Accounts) Rules 2014 in respect oftechnology absorption have not been furnished considering the nature of activitiesundertaken by the Company during the year under review.

C) Foreign exchange Earnings and Outgo-

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

A. Expenditure in Foreign Currency Financial Year ended 31.03.2022 (INR. in lakhs)* Financial Year ended 31.03.2021 (INR. in lakhs)*
Royalty 164.33 119.91
Others 65.18 19.33


B. Earnings in Foreign currency Financial Year ended 31.03.2022 (INR. in lakhs)* Financial Year ended 31.03.2021 (INR. in lakhs)*
Professional fees 8.24 12.92
Others 0.26 0.87

*Expenses are grossed up.

6. MANAGEMENT DISCUSSION AND ANALYSIS: Economic Trends: The global economicrecovery is set to be volatile amid continued COVID-19 flare-ups on account of newvariants diminished policy support as governments tighten their fiscal profligacy of thepandemic peak years and continuing supply bottlenecks. The outlook is clouded by variousdownside possibilities including rising inflation expectations and financial stress. Ifsome countries eventually require debt restructuring the recovery will be more difficultto achieve than in the past. Climate change may increase commodity price volatility.Social tensions may heighten as a result of the increase in inequality caused by thepandemic. These challenges underscore the need to foster widespread vaccination enhancedebt sustainability tackle climate change and inequality and diversify economicactivity. To top all this is the adverse economic consequences of the unexpected Ukrainewar. The post-Covid-19 pandemic recovery is being hit by a potentially huge global supplyshock that will reduce growth and push up worldwide inflation. The war in Ukraine andeconomic sanctions on Russia have put global energy supplies at risk. This is a doublewhammy. Sanctions seem unlikely to be rescinded as the war escalates. Russia suppliesaround 10% of the world's energy including 17% of its natural gas and 12% of its oil. Thejump in oil and gas prices will add to industry costs and reduce consumers' real incomes.Outright shortages and energy rationing are possible in Europe if there is an abrupt haltto Russian supply. Higher energy prices are a given. Most international rating agencieshave lowered world growth forecasts for Y 2022 to around 3% from the earlier 3.5%. India'simpressive real growth is likely to be significantly impacted as we are anenergy-dependant country. India's GDP will likely grow 9.2 percent in FY22 according tothe Ministry of Statistics and Programme Implementation. This is lower than the forecastby the Reserve Bank of India (RBI). The central bank had reiterated its GDP growthforecast of 9.5 percent for FY22 but that would certainly see a downward adjustment afterthe February 24th invasion of Ukraine by Russia which has completed upended alleconomic calculations. We must also factor in that while the estimated GDP growth rate of9.2 percent for FY22 is the highest in at least 17 years it has been aided by anextremely favourable base effect with the GDP having contracted by a record 7.3 percentin FY21 on account of the COVID-19 pandemic. It is likely that the bearish overhang of theimpending economic crisis will reduce forecasted growth of India's GDP from 6% duringJanuary-March 2022 to less than 5%. The Omicron effect will be certainly felt as itcompletely paralyzed growth for a full month before abruptly petering out before Kyiv andVladimir Putin dominated headlines plunging the world economy into an unprecedentedcataclysmic collapse stock-markets notwithstanding. The depressed sentiment may lingerthroughout the year.

India will also experience negative aftershocks of supply bottlenecks in coal powerand semiconductor shortages besides inflation higher interest rates and tepid privateinvestments.

Opportunities and Challenges:

The challenges clearly overwhelm the opportunities in a complex interconnectedgeopolitical world. We should be pragmatic and expect a disruptive economic systemsusceptible to several unpredictable forces. After 43 million cases over half a milliondeaths and almost 90% vaccinated India seems to have acquired the elusive herd immunity.With the USA Europe China and South East Asia reeling under a fourth wave caused by theBA 2 variant of the Omicron India seems to have bucked the trend. Our current daily casesare down to 1000 which has resulted in a nearly full opening of the economy with masksand social distancing being made optional. This is perhaps the closest we have come to thepre-March 2020 normalcy. While the Ukraine war has completely neutralized the salutarygains of the pandemic's debilitating influence it is hoped that the inherent resilienceof the Indian economy (strong domestic demand and government capital spending) will helpbuffer the seismic shock of USD 100 plus per barrel of oil and rising food inflation. Forour core business the sliver of optimism comes from our robust offline model and astabilized online delivery platform which when combined becomes a veritable learningproposition for our clients. We will be acutely dependant on the private sector'sperformance with the education public sector and the government being buffers. EdTech isthe new buzzword which is both a complementary space as well as a competitive one. Weexpect training learning and development to rise amidst a changing marketplace that isseeing start-ups mergers and acquisitions unicorns and the rise of diversifiedconglomerates with a particular predilection for infrastructure investments. With pandemicrestrictions lifting and companies bringing back employees to office in either hybrid orregular workplaces we are also witnessing the growing demand for in-person training andworkshops. This combined with the new marketplace of digital consumption including thatof learning and development India offers an exciting opportunity. The RBI has cut thereal GDP growth for FY 2023 to 7.2% while recalibrating focus to price stability insteadof growth with a realistic expectation of rising commodity prices. It is still too earlyto gauge what even the next quarter may look like till we see the full impact of theeconomic sanctions imposed on Russia which has a multiplier effect worldwide.

Outlook Risks and Control

While the outlook appears mixed the upsides are fairly clear. Sectors that aremanifesting positive momentum include automobile renewable energy textile retailFinTech pharmaceuticals real estate healthcare and chemical.

It is evident that following the lockdown there is now a digital addiction toonline shopping despite the markets opening up and the return of bricks and mortarbusiness. Convenience and value proposition (usually better discounted) seems to bedriving this new tech phenomenon. Groceries lead the pack in fulfilment value with bigplayers ramping up operations. Healthcare Sector including Wellness is expected to see avertical growth given the awareness of better personal hygiene and fitness after theanxiety and stress caused by Covid 19. The digital education sector is seeing hugeexpansion with the unicorns spending big-ticket monies on brand building. Of course it isinevitable that there is bound to be a shake-up here too. Similarly the entertainmentarea is seeing competitive warfare for eyeballs between both foreign streaming services.The fintech sector is seeing the spectacular growth of payment companies online bankingand several financial intermediaries. Today's fundamental shift in the nature of workshows that India could create jobs (currently we face a 45 year high record unemployment)through online economic activities although the gig economy is becoming the new norm.Increased automation in e-commerce and food delivery apps streaming media fintechmedical logistics and services sectors could revolutionize India's tech serviceseconomy. Amidst the hype a word of caution though. India's Gross Value Added will stillneed humongous capital investment in creating manufacturing assets where India seems tohave really slipped. Bureaucratic cholesterol still reigns and doing business is far fromeasy.

Cautionary Statement

Your Company strives to continuously enhance our operating performance. As both thepandemic and the Ukraine war have proven we all need to be prepared for externaluncontrollable events and black swans that surprise us when we least expect it. It is thusfair to assume that in the foreseeable future we will probably have to be better preparedfor unseen downturns and sharp volatilities. Economic sanctions threats of nuclear warclimate change disasters the rise of elected autocrats the end of Quantitative Easing bythe USA Federal Reserve and the return of Cold War 2.0 have dramatically altered thetrajectory of international economy. Even domestically public policy is often determinedby political trends and by the economic philosophy of the ruling dispensation besidesvarious social and economic realities that we cannot be divorced from. Thus the statementsmade in this report describing the Company's objectives expectations or predictions mustbe read in conjunction with this prevalent circumstance at different intervals.Accordingly the final results of our company may materially or otherwise vary from thoseexpressed in the statement.

Internal Control Systems

Your company tirelessly and diligently tries to adhere to the highest standards oftransparency integrity and regulatory compliance. The Right to Privacy of confidentialemployee and customer information is strictly maintained. We understand that good businessresults do not happen in isolation; they require an architecture of governance thatupholds shareholder and stakeholder interests. Following the digitisation of our learningand development modules protecting our intellectual copyright from being hacked orhijacked has become a paramount responsibility. We also recognize the need to have afool-proof technological platform that can sustain high volumes of business and hasadequate security safeguards. We are continuously improving our security systems andbuilding in flexibility that aids our work flow processes. As the company gears to launcha nation-wide Franchise model we do understand the enormous responsibility of providingour employees partners customers and participants a vibrant easy to do anduser-friendly experience. At the same time we are focused perennially on ticking all theboxes when it comes to statutory guidelines that a publicly listed company must uphold atall times.

Financial Performance

Total income achieved during the year under review is INR 1943.81 lakhs as against INR1093.38 lakhs in the previous year. Income from operations of the Company has been INR1781.45 lakhs against INR 882.12 lakhs in the previous year showing an increase of 102%on account of recovery in the economy and efforts put in team. Owing to extensive costcontrol along with Other Income of INR 162.36 Lakhs the Company have achieved total EBITDAof 16% on total income as compared to 3% last year.

After providing for current tax of INR 75.75 Lakhs and deferred tax of INR 11.38 lakhsand Other Comprehensive income of INR 10.62 lakhs the net profit of the Company is INR195.18 lakhs (*) as against the net profit of INR 1.78 lakhs in the previous yearresulting in total PAT after OCI of 10% on total income as compared to 0.16% last year. *During the year ended March 31 2022 the company has received an order from BrihanMumbai Mahanagar Palika for disputed municipal taxes. As per outcome of theorder the company has settled the Municipal taxes dues. On Account of the same Rs.104.36 Lakhs charged to Statement of Profit & Loss under Other expenses. Thiswas a one-time expense incurred net of provisions made towards the municipal taxesduring all the years from April 2000 to March 2022.

Human Resources

The world has changed in remarkable ways after the pandemic none more so than theworkplace. After a long lockdown that created the WFH (Work from Home) model nothing hasbeen the same for everyone in the employee engagement food-chain. We believe thatprogressively a sustainable workable hybrid model will emerge that marries both mandatoryphysical presence in the office and prevents unnecessary attendance of it either whichwill eventually benefit both the employees (more time for work-life balance lesser travelstress etc) and employers (lesser infrastructure and office maintenance costs easier tohire talent from remote locations lower administration expenses). One of the biggestchallenges for all companies is to create a oneness culture despite the absence ofphysical proximity and watercooler conversations that contributes immensely to buildingpersonal relationships at work. Most organizations are battling the new global phenomenonof The Great Resignation wherein for no apparent reason millennials in particular areswitching jobs. Attrition adds to wage bills and can seriously affect business plans.Thus our principal objective is to create a performance culture which leads to higherproductivity while at the same time recognizing the imperative of a great workplace. Thelatter will be our priority as we navigate a challenging yet hopeful year ahead.

7. REVISION OF FINANCIAL STATEMENT OF THE COMPANY/ THE REPORT OF THE BOARD: TheFinancial statement of the Company/ Board Report has not been revised during the financialyear 2021-22 as per Section 131 of the Companies Act 2013.


The Annual Return of the Company in Form MGT-7 has been uploaded on thewebsite of the Company and is available at the following link:

Furthermore the extract of Annual Return in Form MGT-9 is also attachedwith this Report in Annexure I and is a part of this Report. The same is as on 31stMarch 2022.


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


OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS: TheCompany has adequate internal financial controls beside timely statutory audit limitedreviews and internal audits taking place periodically.


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

Sr. Date No. of the Meetings Venue and Time of the Meetings Directors present Directors to whom Leave of Absence is granted
1. 30.04.2021 1st Floor Construction House Walchand Hira- chand Marg Ballard Es- tate Mumbai – 400 001 (Through Video Confer- encing/Other Audio-Visual Means) 1. Ms. Pallavi Jha
2. Mr. Sanjay Jha
3. Mr. Joseph Pereira
4. Mr. H. N. Shrinivas None
5. Mr. Jehangir Ardeshir
2. 30.07.2021 1st Floor Construction House Walchand Hira- chand Marg Ballard Es- tate Mumbai – 400 001 (Through Video Confer- encing/Other Audio-Visual Means) 1. Ms. Pallavi Jha
2. Mr. Sanjay Jha
3. Mr. Joseph Pereira
4. Mr. H. N. Shrinivas None
5. Mr. Jehangir Ardeshir
3. 29.10.2021 1st Floor Construction House Walchand Hira- chand Marg Ballard Es- tate Mumbai – 400 001 (Through Video Confer- encing/Other Audio-Visual Means) 1. Ms. Pallavi Jha
2. Mr. Sanjay Jha
3. Mr. Joseph Pereira
4. Mr. H. N. Shrinivas None
5. Mr. Jehangir Ardeshir
4. 28.01.2022 1st Floor Construction House Walchand Hira- chand Marg Ballard Es- tate Mumbai – 400 001 (Through Video Confer- encing/Other Audio-Visual Means) 1. Mr. Sanjay Jha
2. Mr. Joseph Pereira
3. Mr. H. N. Shrinivas
4. Mr. Jehangir Ardeshir 1
5. 07.03.2022 1st Floor Construction House Walchand Hira- chand Marg Ballard Es- tate Mumbai – 400 001 (Through Video Confer- encing/Other Audio-Visual Means) 1. Ms. Pallavi Jha
2. Mr. Sanjay Jha
3. Mr. Joseph Pereira
4. Mr. H. N. Shrinivas None
5. Mr. Jehangir Ardeshir


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 2013readwiththeCompanies(AppointmentandQualifications of Directors) Rules 2014 (subject toamendment and re-enactment from time to time) the Central Government hasprescribed that your Company shall have minimum two Independent Directors on its Board.

In view of the above provisions your Company had following Independent Directorsduring the year under review:

Sr. No. Name of the Director Date of Appointment Date of passing of Resolution (if any)
1. Mr. H. N. Shrinivas 26.10.2018 31.07.2019
2. Mr. Jehangir Ardeshir 05.02.2019 31.07.2019
3. Mr. Joseph Pereira (Regularized as an Independent Director with effect from 30th July 2021) 26.10.2020 30.07.2021

All the above Independent Directors meet the criteria of

‘independence' prescribed under Section 149(6) and have submitted declaration tothe effect that they meet with the criteria of ‘independence' as required underSection 149(7) of the Companies Act 2013.


In the opinion of the Board the Independent Director of the Company whose appointmentwas regularized by the shareholders in the Annual General Meeting held on 30thJuly 2021; meet the requirements of integrity expertise and experience as required byCompany.


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. H. N. Shrinivas Chairman
2 Mr. Jehangir Ardeshir Member
3 Mr. Joseph Pereira Member

Remuneration Policy


The Company considers human resources as an invaluable asset. This policy on Nominationand RemunerationofDirectorsKeyManagerialPersonnel (KMPs) and other employees has beenformulated in terms of the provisions of the Companies Act 2013 read with rules and theSecurities And Exchange Board of India (Listing Obligations and Disclosure Requirements)Regulations 2015 in order to pay equitable remuneration to the Directors KMPs andemployees of the Company and to harmonies the aspirations of human resources consistentwith 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;

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

To devise a policy on Board diversity;

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

Constitution of Nomination and Remuneration Committee: The Board has constitutedthe Remuneration Committee on April 29 2004. The nomenclature of the said Committee waschanged to "Nomination and Remuneration Committee" on 17th April2014 and the Company has re-constituted committee on Board Meeting held on 05thFebruary 2019 and subsequently re-constituted it once again during the Board Meeting heldon 26th October 2020. This is in line with the requirements of the CompaniesAct 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 theCompany and the terms of reference of the Committee shall be decided by the Board fromtime to time. The roles and responsibilities of the Nomination and Remuneration Committeeshall be as follows:

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

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

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

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

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

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

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

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

Appointment of Directors and Key Managerial Personnel: The Committee shallformulate the criteria for determining qualifications positive attributes andindependence of a Director and KMP and recommending candidates to the Board whencircumstances warrant the appointment of a new Director and KMP having regard to theexperience and expertise as may be deemed appropriate by the Committee at the time of suchrecommendation. Term of appointment of Directors: a) Managing Director/ Whole-TimeDirector/ Manager: The Company shall appoint or re-appoint any person as its ManagingDirector Whole-Time Director or Manager for a term not exceeding five years at a time. Nore-appointment shall be made earlier than one year before the expiry of term. b)Independent Directors: AnIndependentDirectorshallholdofficeforaterm up to five consecutiveyears on the Board of the Company and will be eligible for reappointment on passing of aspecial resolution by the Company and disclosure of such appointment in the Board'sReport. No Independent Director shall hold office for more than two consecutive terms butsuch Independent Director shall be eligible for appointment after expiry of three years ofceasing to become an Independent Director provided that an Independent Director shallnot during the said period of three years be appointed in or be associated with theCompany in any other capacity either directly or indirectly. At the time of appointmentof Independent Director it should be ensured that number of Boards on which such personserves is restricted to seven listed companies as an Independent Director; and in casesuch person is serving as a Whole-Time Director in any listed company the number of boardson which such person serves as Independent Director is restricted to three listedcompanies.


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 receivesittingfeesforeachmeetingoftheBoardorCommittee of the Board attended by him of such sum asmay be approved by the Board of Directors within the overall limits prescribed under theCompanies Act 2013 and the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 (including any statutory modification or re-enactments thereof fromtime 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 maybe mutually agreed between the Company (which includes the Nomination & RemunerationCommittee and the Board of Directors) and the Managing Director & CEO 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 the Company inGeneral 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 andretiral benefits. The variable component shall comprise of performance bonus/ 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 betweenfixed and variable pay reflecting short and long-term performance objectives appropriateto the working of the company and its goals; c) Responsibility required to be shoulderedby the Managing Director & CEO and Executive Director and the industry benchmarks andthe current trends; vii. The Company's performance vis-?-vis the annual budgetachievement and individual performance vis-?-vis the KRAs / KPIs.

Remuneration of Key Managerial Personnel and their 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 individual's 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 herein above 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 three 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. H. N. Shrinivas Chairman
2 Mr. Jehangir Ardeshir Member
3 Mr. Joseph Pereira 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 orassets of the Company wherever it is necessary; 11. Evaluation of internal financialcontrols and risk management systems; 12. Reviewing with the management performance ofstatutory and internal auditors and adequacy of the internal control systems; 13.Reviewing the adequacy of internal audit function if any including the structure of theinternal audit department staffing and seniority of the official heading the departmentreporting 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 anyother person heading the finance function or discharging that function) after assessingthe qualifications 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. Management letters/ letters of internal control weaknesses issued by the statutoryauditors;

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

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

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

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

b. To seek information from any employee; c. To obtain outside legal or otherprofessional advice;

d. To secure attendance of outsiders with relevant expertise if it considersnecessary; 22. All Related Party Transactions and subsequent modification shall requireprior approval of the Audit Committee. Approval or any subsequent modification oftransactions of the company with related parties;

23. When money is raised through an issue (public issues rights issues preferentialissues etc.) the Company shall disclose the uses / applications of funds by majorcategory (capital expenditure sales and marketing working capital etc.) on a quarterlybasis as a part of their quarterly declaration of financial results to the AuditCommittee. Further on an annual basis the Company shall prepare a statement of fundsutilized for purposes other than those stated in the offer document /prospectus / noticeand place it before the audit committee. Such disclosure shall be made only till such timethat the full 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/transmissions. The composition of the StakeholdersRelationship Committee/ Shareholders Grievance Committee as on 31st March 2022is as under:

Sr. No. Name of the Member Designation
1 Mr. Jehangir Ardeshir Chairman
2 Mr. Sanjay Jha Member
3 Mr. Pallavi Jha Member

The functions of the Stakeholder's Relationship Committee/Shareholders' GrievanceCommittee 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 however Secretarial Auditors of theCompany have made the qualification in their report that due to late receipt of requisitedata from the Registrar and Transfer Agent there was a delay in filing the ShareholdingPattern under Regulation 31 of the Listing Regulation for the quarter ended on 31.03.2021.However it is to be noted that the Company has duly paid the penalty to BSE Limited asper their communication and now the same is being reviewed by BSE Committee for refundconsidering the fact that the said non-compliance was due to the reasons beyond thecontrol of the Company.

Company Secretary's Response:

The delay in filing the Shareholding Pattern under Regulation 31 of the ListingRegulation for the quarter ended on 31.03.2021 which happened due to the delay inproviding the data by Computech Sharecap Limited (Old RTA). The Company had given priorintimation to all the concerned authorities on the non-availability of the data from theold RTA. The Company paid the penalty to BSE Limited as per their bill and the same isbeing reviewed by BSE Committee for refund consideration as it was beyond the Company'scontrol.


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 out byyour Company during the year under review as per the evaluation criteria approved by theBoard and based on the guidelines given in schedule IV to the Companies Act 2013. For thepurpose of carrying out performance evaluation exercise three types of Evaluation formswere devised in which the evaluating director has allotted to the individual Director theBoard as a whole its Committees and the Chairperson appropriate rating on the scale ofsix. Such evaluation exercise has been carried out: i. of Independent Directors by theBoard; ii. of Non-Independent Directors by all the Independent Directors in separatemeeting held for the purpose on 28th January 2022; iii. of the Board as awhole by all the Directors; iv. of the Committees by all the Directors; v. of theChairperson of your Company by the Independent Directors in separate meeting after takinginto account the views of the Executive/ Non- Executive Directors; vi. of the Boardby 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 areevaluated by the Non-Executive Directors and the other Directors of the Board. Thecriteria for the evaluation of the Independent Directors are: a. Attendance record; b.Possesses sufficient skills experience and level of preparedness which allows the personto clearly add value to discussions and decisions; c. Able to challenge views of others ina constructive manner; d. Knowledge acquired with regard to the company'sbusiness/activities; e. Understanding of industry and global trends; f. Any qualitativecomments and suggestions for improving effectiveness.


M/s. CNK & Associates LLP (ICAI Firm Registration No.101961W/W100036) wereappointed at the 100th Annual General Meeting of the Company held on 29thJuly 2020 for a period of 5 years i.e. from Financial Year 2020-21 to 2024-25.

The members are requested to note the eligibility of the Statutory Auditors based onthe Certificate received from them confirming that they do not attract anydisqualification u/s. 141 of the Companies Act 2013.


The Company has appointed M/s. Nilesh Shah & Associates Practising CompanySecretaries as a Secretarial Auditor of the Company according to the provision of Section204 of the Companies Act 2013 and for conducing Secretarial Audit of Company for thefinancial year 2021-2022. The Report of the Secretarial Auditor annexed herewith asAnnexure III. The Secretarial Audit Report contain the qualifications reservation oradverse remarks as mentioned in Item No. 16 of the Directors' Report.

Furthermore the Board has during their Meeting held on 29th July 2020decided to cease compliance with the Corporate Governance Regulations stipulated under theSEBI (LODR) Regulations 2015 and therefore was not required to conduct the AnnualSecretarial Compliance Report under Regulation 24A of SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 pursuant to SEBI Circular No.CIR/CFD/CMD1/27/2019 dated 08th February 2019.


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.


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

24. STATEMENT FOR DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY U/S 134: Asper Regulation 21 of Securities and Exchange Board of India (Listing Obligations andDisclosure Requirements) Regulation 2015 the top 100 listed entities need to adopt RiskManagement Policy. Therefore the Company is not required to adopt Risk Management Policy.

25. 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 state that during the year under review there was no case filed pursuant to theSexual Harassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013.

26. COMPLIANCE WITH THE APPLICABLE SECRETARIAL STANDARDS: The Company has compliedwith applicable secretarial standards during the year 2021-22.

27. EQUITY SHARES WITH DIFFERENTIAL RIGHTS: The Company has not issued any equityshares with differential voting rights.


(APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES 2014: Disclosureswith respect to the remuneration of Directors KMPs and employees as required underSection 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 inAnnexure IV to this Report.

29. 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.

30. PARTICULARS OF LOANS GUARANTEES AND INVESTMENT BY THE COMPANY: The Company hasnot made any investments given any loans and guarantee as per Section 186 of CompaniesAct 2013 for the year ended 31st March 2022.

Further the Company had not given loan to firm/ companies in which the Directorsare interested under Schedule V -Part C of Corporate Governance Report sub point 10 (m) ofSEBI (Listing Obligation Disclosures Requirement) Regulations 2015 for the year ended 31stMarch 2022.

31. DISCLOSURE OF REMUNERATION PAID TO DIRECTOR KEY MANAGERIAL PERSONNEL ANDEMPLOYEES: The Details with regards to the payment of Remuneration to the Directorsand Key Managerial Personnel is provided in Form MGT – 9 – Extract of the AnnualReturn (appended as Annexure-I).

32. CORPORATE SOCIAL RESPONSIBILITY POLICY: During the year under review theCompany has not developed the policy on Corporate Social Responsibility as the Companydoes not fall under the prescribed classes of Companies mentioned under Section 135(1) ofthe Companies Act 2013.

33. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS ORTRIBUNAL IMPACTING THE GOING CONCERN STATUS AND THE COMPANY'S OPERATION IN FUTURE: Nomaterial changes and commitments other than in the normal course of business have occurredafter the close of the year till the date of this Report which affect the financialposition of the Company.


Pursuanttosub-section(5)ofSection134oftheCompanies Act 2013 and to the best of theirknowledge and belief and according to the information and explanations obtained/ receivedfrom the operating Management your Directors make the following statement and confirmthat: a. in the preparation of the annual accounts the applicable accounting standardshad been followed along with proper explanation relating to material departures; b. thedirectors had selected such accounting policies and applied them consistently and madejudgments and estimates that are reasonable and prudent so as to give a true and fair viewof the state of affairs of the company at the end of the financial year and of the profitand loss of the company for that period; c. the directors had taken proper and sufficientcare for the maintenance of adequate accounting records in accordance with the provisionsof this Act for safeguarding the assets of the company and for preventing and detectingfraud and other irregularities; d. the directors had prepared the annual accounts on agoing concern basis; e. the directors had laid down internal financial controls to befollowed by the Company and that such internal financial controls are adequate and wereoperating effectively; and f. the directors had devised proper systems to ensurecompliance with the provisions of all applicable laws and that such systems were adequateand operating effectively.


The Company is not required to maintain a cost records during the year underreview.


During the year under review no fresh application has been made neither is anyapplication pending under the Insolvency and Bankruptcy Code.


During the year under review your Company has not entered into any One-TimeSettlement with Bank's or Financial Institutions and therefore no details of Valuation inthis regard is available.


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
Place: Mumbai 39 N S Patkar Marg Gamdevi
Date: 29th April 2022 Mumbai-400007