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Walchand Peoplefirst Ltd.

BSE: 501370 Sector: Others
NSE: N.A. ISIN Code: INE695D01021
BSE 00:00 | 28 Sep 82.45 3.35






NSE 05:30 | 01 Jan Walchand Peoplefirst Ltd
OPEN 79.50
52-Week high 119.00
52-Week low 46.60
P/E 164.90
Mkt Cap.(Rs cr) 24
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 79.50
CLOSE 79.10
52-Week high 119.00
52-Week low 46.60
P/E 164.90
Mkt Cap.(Rs cr) 24
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 101st Annual Report along with the AuditedFinancial Statements of your Company for the Financial Year ended 31st March 2021. TheState of the Company's Affairs


Particulars For the Year ended 31.03.2021 For the Year ended 31.03.2020
(INR. in lakhs) (INR. in lakhs)
Profit before interest 36.61 206.11
depreciation and taxation
Less: Interest (2.39) (20.17)
Less: Depreciation/ Amortisation (53.39) (86.05)
Less: Provision for Taxation – (2.51) (56.38)
Current / earlier years
Add / (Less): Deferred Tax recognized 5.21 (2.56)
Net Profit (16.47) 40.95
Add/(Less) : Other Comprehensive Income (Net of tax) 18.26 (3.10)
Profit after Other Comprehensive Income 1.79
Add: Balance brought forward 1131.27 1113.54
Less : Impact of Ind AS 116 - Lease Accounting - (20.12)
Amount available for appropriation 1133.06 1131.27
Less : Proposed Final Dividend - --
Less : Dividend Tax - --
Balance carried to Balance Sheet 1133.06 1131.27

During the year under review the Company has reported a total income of INR. 1093.38lakhs out of which non-operating income amounts to INR 211.27 lakhs. Income fromoperations is INR 882.12 lakhs which has decreased by INR 1342.82lakhs i.e. by 60 % ascompared to the previous year.


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


Your Directors have decided to recommend NIL dividend for the Financial Year ended 31stMarch 2021.


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


The particulars as required under the provisions of Section 134(3) (m) of the CompaniesAct 2013 read with Rule 8 of the Companies (Accounts) Rules 2014 in respect ofconservation of energy have not been furnished considering the nature of activities undertaken by the Company during the year under review.

(B) Technology Absorption -

The particulars as required under the provisions of Section 134(3) (m) of the CompaniesAct 2013 read with Rule 8 of the Companies (Accounts) Rules 2014 in respect oftechnology absorption have not been furnished considering the nature of activities undertaken 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 Exchange outgoin terms of actual outflows is as follows:

A. Expenditure in Foreign Currency Financial Year ended 31.03.2021 Financial Year ended 31.03.2020
(INR. in lakhs) (INR. in lakhs)
Royalty Remitted 89.89 189.77
Others 16.91 13.57
B. Earnings in Foreign currency Financial Year ended 31.03.2021 Financial Year ended 31.03.2020
(INR. in lakhs) (INR. in lakhs)
Professional fees 12.92 11.267
Others 0.87 10.10

6. MANAGEMENT DISCUSSION AND ANALYSIS: Economic Trends: The recent vaccineapprovals and their immediate rollout particularly in the USA UK Israel China Indiaand western Europe have raised hopes of a turnaround in the pandemic later this year witha positive repercussion on the global economy. Of course it must be mentioned as a word ofcaution that renewed waves and new variants of the virus pose concerns as well. Amidexceptional uncertainty the global economy is projected to grow 5.5 percent in 2021 and4.2 percent in 2022. The 2021 forecast is revised up 0.3 percentage points relative to theprevious forecast reflecting expectations of a vaccine-powered strengthening of activitylater in the year and additional policy support in a few large economies. Fiscal stimuluswill indeed continue to be a big driver of growth as evident in US President's $2.3trillion-dollar push for infrastructure projects.

The projected growth recovery this year follows a severe collapse in 2020 which saw thedreaded Covid destroy value output and growth in an unparalleled scale that was worsethan the Great Depression of 1931. This had adverse impact on women youth the poor theinformally employed and those who work in contact-intensive sectors like travelhospitality retail tourism sports real estate and general merchandise. Albeit thesilver lining of stronger-than-expected momentum in the second half of 2020 the problemof global growth still persists. The strength of the recovery is projected to varysignificantly across countries depending on access to medical interventionseffectiveness of policy support exposure to cross-country spill-overs and structuralcharacteristics entering the crisis. For instance India was already in a GDP slumppre-pandemic.

India saw a remarkable turnaround in Q3 as its GDP grew at 0.4% after two consecutivequarters of absolute negative growth (-23.9% in Q 1 and -7.5% in Q2) pulling it out of itsfirst technical recession in history. Many credited India's budget as revolutionary andproviding the economy with the much-needed tailwind. Consumer confidence in India bouncedback as the virus infections began to fall reaching a low of 9000 new cases in January2021 from over 98000 in September 2020.

GDP at Constant (2011-12) Prices in Q3 of 2020-21 is estimated at Rs. 36.22 lakh croreas against Rs. 36.08 lakh crore in Q3 of 2019-20 showing a growth of 0.4 percent. Themanufacturing sector grew by 1.6 per cent in the October-December quarter whileconstruction was up 6.2 per cent. Trade hotels transport communication servicescontracted the most at 7.7% as was probably expected. The mining sector contracted 5.9 percent and agriculture was up 3.9 per cent the latter being the silver lining. The eightcore-industries inched 0.1% higher from a year-ago period. Steel production was higherfrom the previous year along with electricity generation and fertilizer production.Cement petroleum refinery coal and crude oil and natural gas production was howeverdown. Just days ahead of the GDP numbers global rating agency Moody's said that India'seconomy will contract 7.1 per cent in the current fiscal year only to grow at 13.7 percent in the next financial year. Barclay's forecasts the GDP to contract -6.5 per cent infiscal year 2021 but sees it growing at 8.5 per cent with some upside risks. However therecent second wave of the coronavirus might become a formidable if not an altogetherinsurmountable obstacle as several states including Maharashtra (Mumbai alone contributes6% of India's GDP) are in various stages of a lockdown and the number of new cases hasrisen to a dangerous high of 126000. India could yet face another calamitous year ifthings are not brought urgently under control. The public and private healthinfrastructure is under severe stress. The death count case positive rate etc. arealarmingly high. But with India being the world's largest manufacturer of vaccines (60%)it is hoped that the trend will be reversed before April 30 2021.

Opportunities and Challenges:

The impact of coronavirus pandemic on India has been largely disruptive in terms ofeconomic activity as well as a loss of human lives. Almost all the sectors have beenadversely affected as domestic demand and exports sharply plummeted with some notableexceptions where high growth was observed mostly e-commerce. Naturally our business borethe brunt of a massive pushback as large corporates (our principal clients) cut theiroperating expenditure and training became the immediate casualty.

The new norm is Work from Home and the remote office culture has been both a bane and ablessing. We had to redefine our entire business model to respond to the new marketplaceof digital consumption including that of learning and development.

The Reserve Bank of India (RBI) has projected the GDP growth at 10.5% in the financialyear beginning April 1 2022.While many economists believe that India will see a GDPgrowth rate of 6.5% ( on the much lower base of last year) in FY 21-22 the fact is thatIndia remains vulnerable unless the pace of vaccination rises appreciably to cover theentire vulnerable population by June 2021 and everyone of any age can access it afterthat. The next few months are crucial as so far it is the virus and not the economy whichis on a V-shaped curve.

Outlook Risks and Control:

Some of the high-frequency activity indicators suggest recovery has been strong forIndia since Q3 of 2020-21. In January GST collections came in at Rs.1.2 lakh crore andthe manufacturing Purchasing Managers' Index (PMI) rose from 56.4 in December to 57.7.This was the strongest improvement seen by the sector since the previous quarter. BarclaysBank highlighted that rural India's demand remains robust while power generation growthhas been steady. Construction has continued to impress along with GST E-waybillgeneration. Of course all this is subject to a drastic change as the virus load remainsoverwhelmingly high as India has become the highest infected country in the world as ofApril 2021. Since agriculture is the backbone of the country and the government announcedit as essential category segment the impact is likely to be low on both primaryagricultural production and usage of agro-inputs. Online food grocery platforms areexpected to perform well.

Aviation tourism hotels travel have been dealing with severe cash flow issues. Bothwhite and blue collar jobs are being lost as the economy reels under a brutal onslaught.This will dampen aggregate demand as many employed have also taken salary reductions andare likely to save more. Among the few sectors that has been an outlier has beenpharmaceutical and healthcare. India is the largest producer of generic drugs globallyand also of Covid vaccines.

So while we do have now an alternate revenue stream through online learning digitalconferences and webinars which is a great opportunity for the future our business remainsvulnerable to a continued economic slowdown. As such we shall continue to strengthen theagility resilience and business continuity measures in order to deal with thevolatilities and ambiguities bred by continuous uncertainties.

Cautionary Statement:

Your Company endeavours to constantly outperform the expectations of it. We arecommitted to ensuring the sustainable growth of your company. We live in a dynamic worldsubject to evolving politics economic indices government policies regulatoryamendments global capital movements and interest rates fiscal deficits and inflationetc. For instance no one could have predicted the deleterious coronavirus pandemic andthe subsequent recession in the global economy. Thus the statements made in this reportdescribing the Company's objectives expectations or predictions must be read in tandemwith this ground reality prevalent at various intervals. Consistent with this approachthe final results may materially vary from those expressed in the statement.

Internal Control Systems:

Your company is extremely committed to ensuring the highest operating standards asexpected of a publicly listed firm. While some of the business risk is on account ofexternal uncontrollables such as the macroeconomic environment and the post-Covidrecovery we are also subject to other variables that can affect our financialperformance. Accordingly we have stressed great importance to a rigid system of internalcontrols on our procedures processes and protocols. Cyber-security digital audits useof appropriate authorized software preventive firewalls against potential Malware use ofupdated technologies smooth and seamless delivery of our services to our esteemed clientshas made our IT systems and mechanisms a critical backbone. These are regularly inspectedfor flawless execution by our Internal Audit team. Further the existing best practise ofproper Risk Assessment of our business continues with even more stringent ratingsevaluation by our Audit Committee/ Board of Directors on a quarterly basis.

Financial Performance:

Total income achieved during the year under review is INR 1093.38 lakhs as againstINR 2433.86 lakhs in the previous year. Income from operations of the Company has beenINR 882.12 lakhs against INR 2224.93 lakhs in the previous year showing a decrease of60% on account of the unprecedented slowdown of the economy consequent to the burgeoningCovid healthcare crisis. The entire world was plunged overnight into an astronomicaleconomic collapse. Our business faced a catastrophic disruption. But thanks to great teamwork and a spirited combative outlook of the senior leadership team we were able toresurrect ourselves and by Q2 we were able to create a sustainable viable online businessmodel that has served us well. The company was quick to work on optimal cost control toalign expenses to the lower revenue forecasts. With Other Income of INR 211.27 Lakhs theCompany has achieved total EBITDA of 3% on total income as compared to 8% last year.

After providing for taxes (Including Income tax earlier years) of INR 2.51 lakhs andreversal of Deferred Tax Asset of 5.21 Lakhs and Other Comprehensive Income (Net of Taxes)of Rs. 18.26 lakhs the Total Comprehensive Income/Profit of the Company is INR 1.79 lakhsat 0.16% on Total Income. During the previous year Total Comprehensive Income/Profit ofthe Company was INR 37.85 Lakhs at 1.56% of Total Income.

Human Resources:

Humanity has been tested like never before ever since the pandemic engulfed the wholeworld. This has had devastating consequences not just for regular employees but even theirfamilies. We have been particularly sensitive to the precarious situation which hasrecently been aggravated by the corona virus second surge. We have repeatedly encouragedour employees to practise the highest safety protocols consistently be sociallyresponsible when outside and ensure that those who are eligible for vaccinations do getinoculated at the earliest. Keeping our team together providing them with psychologicalsecurity and ensuring they are motivated have been our HR priorities. All our linemanagers have risen to the occasion to manage their people in a humane and consideratemanner given high anxiety levels and stress. Our professionalism has been exemplary.

The Company has endeavoured to keep HR costs within acceptable parameters throughsalary rationalizations optimal manpower strength management and cost control. We havehowever also recruited high quality talent to buffer up for the new financial year as wedo anticipate a significant uptick barring unforeseen events. We have also recognized andrewarded all exceptional performers who have pushed their boundaries in difficultcircumstances.


The Financial statement of the Company/ Board Report has not been revised during thefinancial year 2020-21 as per Section 131 of the Companies Act 2013.


The Annual Return of the Company in Form MGT-7 has been uploaded on the website of theCompany and is available at the following link: MGT-7_2021_WPFL.pdf Furthermore theextract of Annual Return in Form MGT-9 is also attached with this Report in Annexure I andis a part of this Report. The same is as on 31st March 2021.


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



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


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

Sr. Date No. of the Meetings Venue and Time of the Meetings Directors present Directors to whom Leave of Absence is granted
1. Ms. Pallavi Jha
2. Mr. Sanjay Jha
3. Mr. Uday Phadke
1. 30.04.2020 1st Floor Construction House Walchand Hira- chand Marg Ballard Es- tate Mumbai – 400 001 (Through Video Confer- encing/Other Audio-Vi- sual Means) 4. Mr. H. N. Shrinivas None
5. Mr. Jehangir Ardeshir
1. Ms. Pallavi Jha
2. Mr. Sanjay Jha
3. Mr. Uday Phadke
2. 29.07.2020 1st Floor Construction House Walchand Hira- chand Marg Ballard Es- tate Mumbai – 400 001 (Through Video Confer- encing/Other Audio-Vi- sual Means) 4. Mr. H. N. Shrinivas None
5. Mr. Jehangir Ardeshir
1. Ms. Pallavi Jha
2. Mr. Sanjay Jha
3. Mr. Uday Phadke
4. Mr. H. N. Shrinivas
3. 26.10.2020 1st Floor Construction House Walchand Hira- chand Marg Ballard Es- tate Mumbai – 400 001 (Through Video Confer- encing/Other Audio-Vi- sual Means) None
5. Mr. Jehangir
6. Mr. Joseph Andrew
Jude Pereira
1. Ms. Pallavi Jha
2. Mr. Sanjay Jha
3. Mr. Joseph Andrew
4. 28.01.2021 1st Floor Construction House Walchand Hira- chand Marg Ballard Es- tate Mumbai – 400 001 (Through Video Confer- encing/Other Audio-Vi- sual Means) Jude Pereira None
4. Mr. H. N. Shrinivas
5. Mr. Jehangir Ardeshir


Name of the Director Particulars Date of Appointment/ Resignation
Mr. Uday Phadke Resignation 01st November 2020
Mr. Joseph Andrew Appointment 26th October 2020
Jude Pereira

Ms. Pallavi Jha retires by Rotation and being eligible offers herself 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 has prescribed thatyour 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:

Name of the Director Date of Appointment Date of passing of Resolution (if any)
Mr. Uday Phadke (Resigned with effect from 1st November 2020) 02.05.2018 31.07.2018
Mr. H. N. Shrinivas 26.10.2018 31.07.2019
Mr. Jehangir Ardeshir 05.02.2019 31.07.2019
Mr. Joseph Andrew Jude 26.10.2020 --
Pereira (Appointed as an Additional Independent Director with effect from 26th October 2020)

All the above Independent Directors meet the criteria of ‘independence' prescribedunder section 149(6) and have submitted declaration to the effect that they meet with thecriteria of ‘independence' as required under section 149(7) of the Companies Act2013.


In the opinion of the Board the Independent Directors of the Company whose appointmentwas regularized by the shareholders in the Annual General Meeting held on 29th July 2020;meet the requirements of integrity expertise and experience as required by Company.

The Board would also like to place before the Members of the Company that Mr. JosephAndrew Jude Pereira (DIN: 00130239) was appointed as an Additional Director during theBoard Meeting held on 26th October 2020. Furthermore in the opinion of the Board JosephAndrew Jude Pereira meets the requirements of integrity expertise and experience asrequired by Company and has the Proficiency required for his appointment as an IndependentDirector of the Company.


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. Uday Phadke Member(till 1stNovember 2020)
3 Mr. Jehangir Ardeshir Member
4 Mr. Joseph Andrew Jude Pereira Member (from 26th October 2020)

Mr. Joseph Andrew Jude Pereira was appointed as a Member of the Nomination andRemuneration Committee during the Board Meeting held on 26th October 2020.

Remuneration Policy


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

Objective and purpose of the policy:

To formulate the criteria for determining qualifications competencies positiveattributes and independence for appointment of Directors (Executive and Non-Executive) andrecommend to the Board policies relating to the remuneration of the Directors KMP andother employees;

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 April 2014 and theCompany has re-constituted committee on Board Meeting held on 05th February 2019 andsubsequently re-constituted it once again during the Board Meeting held on 26th October2020. This is in line with the requirements of the Companies Act 2013. The Board has theauthority to reconstitute the Committee from time to time.

Terms of Reference of the Nomination and Remuneration Committee: The Nomination& Remuneration Committee is the sub - committee of the Board of Directors of 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-time Director/Manager: The Company shall appoint or re-appoint any person as its Managing DirectorWhole-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:

An Independent Director shall hold office for a term up to five consecutive years onthe Board of the Company and will be eligible for reappointment on passing of a specialresolution by the Company and disclosure of such appointment in the Board's Report. NoIndependent Director shall hold office for more than two consecutive terms but suchIndependent 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 receive sittingfees for each meeting of the Board or Committee of the Board attended by him of such sumas may be approved by the Board of Directors within the overall limits prescribed underthe Companies Act 2013 and the Companies (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 the Managing Director CEO andExecutive Director shall be paid such remuneration as may be mutually agreed between theCompany (which includes the Nomination & Remuneration Committee and the Board ofDirectors) and the CEO & Managing Director and Executive Director within the overalllimits prescribed under the Companies Act 2013 and rules made thereunder. iv. Theremuneration shall be subject to the approval of the Members of the Company in GeneralMeeting as applicable. v. The remuneration of the Managing Director CEO and ExecutiveDirector is broadly divided into fixed and variable components. The fixed compensationshall comprise of salary allowances perquisites amenities and retiral benefits. Thevariable component shall comprise of performance bonus/commission. vi. In determining theremuneration (including the fixed increment and performance bonus/commission) theNomination & Remuneration Committee shall consider the following: a) The relationshipof remuneration and performance benchmarks is clear; b) Balance between fixed and variablepay reflecting short and long-term performance objectives appropriate to the working ofthe company and its goals; c) Responsibility required to be shouldered by the ManagingDirectorCEO and Executive Director and the industry benchmarks and the current trends;vii. The Company's performance vis--vis the annual budget achievement and individualperformance 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 BoardorCommittee 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. Uday Phadke Chairman (till 1st November 2020)
2 Mr. Jehangir Ardeshir Member Chairman (for the Committee Meeting held on 28th January 2021)
3 Mr. Sanjay Jha Member
4 Mr. Joseph Andrew Jude Pereira Member

Mr. Jehangir Ardeshir was appointed as the Chairman for the Audit Committee Meetingheld on 28th January 2021 with the consent of all the members.

In the Board meeting held on 28th January 2021 the Board of Directors of the Companyre-constituted the Audit Committee and Mr. Joseph Andrew Jude Pereira (DIN: 00130239)Additional Independent Director was appointed as the Chairman of the Audit Committee.

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 subsection 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 financial controls and risk management systems; 12.Reviewing with the management performance of statutory and internal auditors andadequacy of the internal control systems; 13. Reviewing the adequacy of internal auditfunction if any including the structure of the internal audit department staffing andseniority of the official heading the department reporting structure coverage andfrequency of internal audit; 14. Discussion with internal auditors of any significantfindings and follow up there on; 15. Reviewing the findings of any internal investigationsby the internal auditors into matters where there is suspected fraud or irregularity or afailure of internal control systems of a material nature and reporting the matter to theboard; 16. Discussion with statutory auditors before the audit commences about the natureand 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 depositorsdebenture holders shareholders (in case of non-payment of declared dividends) andcreditors; 18. To review the functioning of the Whistle Blower mechanism; a. Every listedcompany or such class or classes of companies as may be prescribed shall establish avigil mechanism for directors and employees to report genuine concerns in such manner asmay be prescribed; b. The vigil mechanism under sub-section (9) of section 177 of theCompanies Act 2013 read with rules shall provide for adequate safeguards againstvictimization of persons who use such mechanism and make provision for direct access tothe chairperson of the Audit Committee in appropriate or exceptional cases; 19. Approvalof appointment of CFO (i.e. the Whole-time Finance Director or any other person headingthe finance function or discharging that function) after assessing the qualificationsexperience and background etc. of the candidate; 20. The Audit Committee shallmandatorily review the following information: a. Management discussion and analysis offinancial condition and results of operations; b. Statement of significant related partytransactions (as defined by the Audit Committee) submitted by management; c. Managementletters/letters of internal control weaknesses issued by the statutory auditors; d.Internal audit reports relating to internal control weaknesses; and e. The appointmentremoval and terms of remuneration of the Chief Internal Auditor shall be subject to reviewby the Audit Committee; 21. The Audit Committee shall have powers which should includethe following: a. To investigate any activity within its terms of reference. The AuditCommittee shall have authority to investigate into any matter in relation to the itemsspecified in sub-section (4) of section 177 of the Companies Act 2013 read with rules orreferred to it by the Board and for this purpose shall have power to obtain professionaladvice from external sources and have full access to information contained in the recordsof the Company; b. To seek information from any employee; c. To obtain outside legal orother professional advice; d. To secure attendance of outsiders with relevant expertiseif it considers necessary; 22. All Related Party Transactions shall require prior approvalof the Audit Committee. Approval or any subsequent modification of transactions of thecompany with related parties; 23. When money is raised through an issue (public issuesrights issues preferential issues etc.) the Company shall disclose the uses /applications of funds by major category (capital expenditure sales and marketing workingcapital etc.) on a quarterly basis as a part of their quarterly declaration of financialresults to the Audit Committee. Further on an annual basis the Company shall prepare astatement 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 bemade only till such time that the full money raised through the issue has been fullyspent. This statement shall be certified by the statutory auditors of the Company.Furthermore where the Company has appointed a monitoring agency to monitor theutilization of proceeds of a public or rights issue it shall place before the AuditCommittee the monitoring report of such agency upon receipt without any delay. The auditcommittee shall make appropriate recommendations to the Board to take up steps in thismatter.

III. StakeholdersRelationshipCommittee/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 2021 is asunder:

Sr. No. Name of the Member Designation
1 Mr. Uday Phadke Chairman (till 1st November 2020)
2 Mr. Sanjay Jha Member
3 Ms. Pallavi Jha Member
4 Mr. Jehangir Ardeshir Chairman (from 1st November 2020 on- wards)

In the Board meeting held on 28th January 2021 the Board of Directors of the Companyre-constituted the Stakeholder Relationship Committee and Mr. Jehangir Ardeshir(DIN:02344835) Independent Director was appointed as the Chairman of the StakeholderRelationship Committee with effect from 1st November 2020.

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(

16. QUALIFICATIONS GIVEN BY THE AUDITORS: There are no qualifications reservationor adverse remarks or disclaimers made by the Statutory Auditors of the Company in theirreport and by Secretarial Auditor in their report.


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 30th January 2020; iii. of the Board as a whole by allthe Directors; iv. of the Committees by all the Directors; v. of the Chairperson of yourCompany by the Independent Directors in separate meeting after taking into account theviews of the Executive/Non- Executive Directors; vi. of the Board by itself.

Having regard to the industry size and nature of business your Company is engaged andthe evaluation methodology adopted is in the opinion of the Board sufficient appropriateand is found to be serving the purpose. The Independent Directors of the Company 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 29th July 2020 for aperiod 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 2020-2021.

Furthermore the Board has during their Meeting held on 29th July 2020 decided tocease compliance with the Corporate Governance Regulations stipulated under the SEBI(LODR) Regulations 2015 and therefore was not required to conduct the Annual SecretarialCompliance Report under Regulation 24A of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 pursuant to SEBI Circular No. CIR/CFD/CMD1/27/2019 dated08th 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.



As per 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.


The Company is committed to provide safe and conducive environment to its employeesduring the year under review. Your Directors further state that during the year underreview there was no case filed pursuant to the Sexual Harassment of Women at Workplace(Prevention Prohibition and Redressal) Act 2013.


The Company has complied with applicable secretarial standards during the year 2020-21.


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



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


There are no frauds reported by the Auditor which are required to be disclosed underSection 143(12) of Companies Act 2013.


The Company has not made any investments given any loans and guarantee as per Section186 of Companies Act 2013 for the year ended 31st March 2020.


The Details with regards to the payment of Remuneration to the Directors and KeyManagerial Personnel is provided in Form MGT-9–Extract of the Annual Return (appendedas Annexure-I).


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


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.


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 under review.


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-Time Settlementwith Bank's or Financial Institutions and therefore no details of Valuation in thisregard 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: 0006 8483
Address: 201 Sterling Heritage
Place: Mumbai 39 N S Patkar Marg Gamdevi
Date: 30th April 2021 Mumbai-400007