The Board of Directors hereby presents the report of the business and operations ofyour Company along with the audited financial statements for the financial year endedMarch 312022.
Summary of operations/results
The financial results of the Company for the year ended March 312022 as compared tothat of previous year are summarized as under:
Rs. In Thousand
|Particulars ||Financial Year 2021 - 22 ||Financial Year 20-21 |
|Revenue from operations ||281240.21 ||301210.11 |
|Other Income ||294.80 ||3004.62 |
|Profit/(Loss) before tax ||165176.25 ||208686.60 |
|Profit/(Loss) after tax ||137207.53 ||150064.42 |
Company's Affairs & Financial Performance
Similar to FY 2021 FY 2022 was also a good year for the company. Despite the stresscaused by the ongoing pandemic the stock markets remained strong in FY 2022. This wasprimarily on account of pickup in economic activity with better credit availability atlower interest rates as well as economy continuing to remaining strong. This year thebrokerage was also on an all-time high backed by the strong markets and strong money flowin the mutual funds and other institutions further improved company's performance.
During FY 2022 the company reported a net profit of Rs 1372.07 lakhs as against aprofit of Rs 1500.64 lakhs in FY 2021.
Transfer to reserves
The Board of Directors of your Company has decided not to transfer any amount to thereserve for the year under review.
Dividend & Transfers to IEPF
Your Board does not recommend any dividend for the financial year ended March 312022.The Company was not required to transfer the amount of any unclaimed/unpaid dividendto Investor Education Protection Fund.
Change in the nature of business
No changes occurred in the nature of business during the financial year ended March312022 and till the date of issue of this report.
The Company has not accepted any deposits and as such no amount of principal orinterest is outstanding as of the Balance Sheet date.
Internal Financial Control (IFC)
Your Company's internal control system (including Internal Financial Controls and withreference to Financial statements) ensures efficiency reliability and completeness ofaccounting records and timely preparations of reliable financial and managementinformation compliance with all applicable laws and regulations optimum utilization andthe protection of the Company's assets.
The Company has appointed M/s. Jigna Sheth & Associates. Chartered Accountants asthe Internal Auditors as mandated under Section 138 of the Companies Act 2013 forconducting the Internal Audit of the Company.
Significant and material orders
There are no significant and material orders passed by the regulators courts ortribunals impacting the functioning of the Company.
Subsidiaries Joint Ventures and Associate Companies
Your Company does not have any subsidiaries or associate companies; also it has notentered into any joint venture agreements with any other entities.
During the F.Y 2021-2022 there was no change in the Share Capital of the Company.
M/s. S Rakhecha & Co. has been the Auditors of the Company since F Y 2017-18.As perthe provisions of Section 139 of the Act no Company can appoint or re-appoint anindividual Auditor as Statutory Auditor for more than one term of five consecutive years.In view of the above M/s. S Rakhecha & Co. hold office till the conclusion ofensuing Twenty Seventh Annual General Meeting ("AGM") of the Company. The Boardof Directors has based on the recommendation of the Audit Committee at its meeting heldon 12th August 2022 proposed the appointment of M/s. Kochar & AssociatesChartered Accountants (Firm Registration No. 105256W) as the Statutory Auditors of theCompany for a period of consecutive five years from the financial year 2022-23 to holdoffice from the conclusion of the 27th AGM till the conclusion of the 32ndAGM of the Company to be held in the calendar year 2027.
The statements made by the auditors in their report are self-explanatory and do notrequire any comments by the Board of Directors.
As required under Section 204 of the Companies Act 2013 and Rules made thereunder theBoard has appointed M/s. Priti J. Sheth & Associates Practicing Company Secretariesas Secretarial Auditor of the Company for the F Y 2021-22.
The Secretarial Audit Report for the financial year 2021-22 forms part of the AnnualReport as "Annexure A"to the Board's Report.
Directors comment on qualification or observation
No adverse remark or qualification is marked in Secretarial Audit Report.
Auditor's certificate on corporate governance
As required under Listing Regulations the auditors' certificate on corporategovernance is enclosed as "Annexure B" to the Board's report.
Directors and Key Managerial Personnel
Retirement by rotation
As per provisions of the Companies Act 2013 Mr. Ashok Bharadia (DIN-00407830) retiresby rotation at the ensuing Annual General Meeting of the Company and being eligible seeksre-appointment. The Board of Directors recommend his reappointment at the ensuing AnnualGeneral Meeting.
Certificate from Company Secretary in practice
Priti J Sheth of M/s Priti J Sheth & Associates practicing Company Secretaries hasissued a certificate as required under the Listing Regulations confirming thatnone of theDirectors on the Board of the Company has been debarred or disqualified from beingappointed or continuing as director of Companies by SEBI/ Ministry of Corporate Affairs orany such statutory authority. The certificate is enclosed as Annexure "C"
Declaration by independent directors
All Independent Directors of the Company have given declarations that they meet thecriteria of independence as laid down under Section 149(6) of the Act and Regulation16(1)(b) of the Listing Regulations as amended effective from January 01 2022. In theopinion of the Board the Independent Directors fulfil the conditions of independence. TheIndependent Directors have also affirmed that they have complied with the Company's Codeof Business Conduct. In terms of requirements of the Listing Regulations the Board hasidentified core skills expertise and competencies of the Directors in the context of theCompany's businesses for effective functioning which are detailed in the Report onCorporate Governance.
In the opinion of the Board the independent directors are independent of themanagement possess the requisite integrity experience expertise proficiency andqualifications. The details of remuneration paid to the members of the Board is providedin the Report on Corporate Governance.
Familiarization programme for independent directors
All new independent directors appointed on the Board attend a familiarizationprogramme.
After appointment a formal letter is issued to the independent directors outlininghis/her roles functions duties and responsibilities.
The performance of the committees was evaluated by the board after seeking inputs fromthe committee members on the basis of the criteria such as the composition of committeeseffectiveness of committee meetings etc.
The board and the nomination and remuneration committee reviewed the performance of theindividual directors on the basis of the criteria such as the contribution of theindividual director to the board and committee meetings.
In a separate meeting of independent directors performance of non-independentdirectors and performance of the board as a whole was evaluated taking into account theviews of executive directors and non-executive directors. Performance evaluation ofindependent directors was done by the entire board excluding the independent directorbeing evaluated.
Extract of Annual Return
Pursuant to Section 134 (3) (a) of the Companies Act 2013 the Company shall place theAnnual Return for FY 2021-22 on its website www.wallfort.com once the same is submitted toROC.
Corporate Social Responsibility (CSR)
On account of losses incurred by the Company the average profits of last 3 yearsturned out to be negative. Hence the Company was not required to spend on CSR activitiesfor F Y 2021-22
However the Company did incur some expenditure on CSR during the year 21-22.
The brief outline of the Corporate Social Responsibility (CSR) policy of the Companyand the initiatives undertaken by the Company on CSR activities in accordance with theprovisions of Section 135 of the Companies Act 2013 during the year are set out in"Annexure D" of this report in the format prescribed in the Companies(Corporate Social Responsibility Policy) Rules 2014.
For other details regarding the CSR Committee please refer to the corporate governancereport which forms part of this report. The policy is available on the website of theCompany at www.wallfort.com
Number of meetings of the Board
The Board duly met eighttimes during the financial year.Details of the meetings of theboard are given in corporate governance report which forms part of this report
The maximum interval between any two meetings did not exceed 120 days as prescribed inthe Companies Act 2013.
The Company has complied with the applicable Secretarial Standards issued by theInstitute of Company Secretaries of India.
Committees of the Board
Currently the Board has four committees: the Audit Committee the Nomination andRemuneration Committee the Corporate Social Responsibility Committee and theStakeholders' Relationship Committee.
The details of the committees of Board are detailed in the Corporate governance reportwhich forms a part of the Annual Report.
Details of transactions entered by the Company with non-executive directors
Following transactions were entered into by the Company with non-executive directorsduring the year under review.
1. Sitting fees paid to all the Directors for attending Board meetings.
2. Brokerage services rendered to Mrs. Sangeeta Bharadia.
Particulars of loans guarantees or investments under section 186 of the Companies Act2013
The Company has not given any loan guarantee or provided any security in connectionwith a loan to any other body corporate or person exceeding the specified limits mentionedunder section 186(2) of the Companies Act 2013.
Further details of investments made by the Company during the year under review form apart of the financial statements.
Related Party Transactions
The details of Related Party Transactions entered into by the Company are annexedhereto in form AOC-2.
Further the disclosure of Related Party Transactions in compliance with AccountingStandards form a part of notes to accounts.
The Company does not have any holding and subsidiary Company and therefore the relatedparty disclosures as required to be given under Part A of Schedule V of ListingRegulations are not applicable.
Transactions of listed entity with person/entity belonging to the promoter /promotergroup which holds 10% or more shareholding in the listed entity.
Rs. In Thousands
|Particulars ||Mr. Manoj Bharadia (Wholetime Director) ||Mr. Ashok Bharadia (Managing Director) |
| ||2022 ||2021 ||2022 ||2021 |
|Salary paid ||750 ||652 ||750 ||652 |
|Brokerage received ||0.082 ||0.0196 ||0.085 ||0.567 |
|Rent paid ||- ||- ||1269.9 ||1269.9 |
Particulars of remuneration to Directors Key Managerial Persons and employees
The ratio of the remuneration of each director to the median employee's remuneration asper Section 197(12) of the Companies Act 2013 read with Rule 5(1) of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 forms part of the BoardReport as "Annexure E".
Particulars of Employees
The Company wishes to place on record its appreciation to the contribution made by theemployees to the operations of the company during the period.
During the year under review there were no employees who were in receipt of theremuneration beyond the limits prescribed under Rule 5 (2) of Companies (Appointment andRemuneration) Rules 2014 and hence no disclosures are made.
Disclosure as per rule 5(2) of the Companies (Appointment and Remuneration) Rules 2014(as amended) with respect to particulars of top ten employees in terms of remunerationdrawn will be available at the Registered Office of the Company for inspection.
Conservation of energy research and development technology absorption foreignexchange earnings and outgo.
The particulars as prescribed under sub-section (3)(m) of Section 134 of the CompaniesAct 2013 read with the Companies (Accounts) Rules 2014 are enclosed as "AnnexureF" to the Board's report.
Material changes and commitments
No material changes/ commitments occurred between the end of the financial year towhich financial statements relate and the date of this report.
Policy on director's appointment and remuneration
The current policy of the Company is to have an optimum combination of both executiveand independent directors to maintain the independence of the Board and separate itsfunctions of governance and management.
The policy of the Company on director's appointment and remuneration includingcriteria for determining qualifications independence of director and other matters asrequired under Section 178(3) of the Companies Act 2013 is available on our website(www.wallfort.com). There has been no change in the policy since the last financial year.We avow that the remuneration paid to the directors is as per the terms laid out in thenomination and remuneration policy of the Company.
All our policies are available on our website (www.wallfort.com). The policies arereviewed periodically by the Board and updated based on need.
Our Corporate governance philosophy: Your Company's philosophy on Corporate Governancehas been to ensure fairness to the shareholders with full transparency and to enhance andretain investor trust. We always seek to ensure that our performance is driven byintegrity.
Our Corporate governance report for the financial year ended on March 31 2022 forms apart of this Annual Report.
Management discussion and analysis
The report on management discussion and analysis as per the Listing Regulations formsintegral part of this Annual Report.
Director's responsibility statement
In accordance with the provisions of Section 134(5) of the Companies Act 2013 thedirectors of the Company confirm that:
a) In the preparation of the Annual Accounts for the year ended 31stMarch2022 the applicable Accounting Standards have been followed and there are no materialdepartures;
b) The directors have selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company as at 31stMarch 2022 and ofthe profit and loss of the Company for the year ended as on that date;
c) The Directors have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the company and for preventing and detecting fraud and otherirregularities.
d) The directors have prepared the annual accounts on a 'going concern' basis.
e) The directors had laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and were operatingeffectively;
f) The directors had devised proper systems to ensure compliance with the provisions ofall applicable laws and that such systems were adequate and operating effectively.
Reporting of Frauds
There was no instance of fraud during the year under review which required theStatutory Auditors to report to the Audit Committee and / or Board under Section 143(12)of Act and Rules framed thereunder.
Maintenance of Cost Records
Pursuant to the provisions of Section 148 of the Companies Act 2013 and the rules madethere under the Company is not required to maintain cost records.
Internal Complaints Committee
The Company has complied with provisions relating to the constitution of InternalComplaints Committee under the Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013.
Disclosure under the Sexual Harassment of Women at Workplace (Prevention Prohibitionand Redressal) Act 2013
Your Company has always believed in providing a safe and harassment free workplace forevery individual working in the Company's premises through various interventions andpractices. The Company always endeavours to create and provide an environment that is freefrom discrimination and harassment including sexual harassment.
The policy on Prevention of Sexual Harassment at Workplace aims at prevention ofharassment of employees and lays down the guidelines for identification reporting andprevention of undesired behaviour.
During the year ended 31stMarch 2022 no complaints recorded pertaining tosexual harassment.
The Board of Directors acknowledge the continued support and co-operation extended bythe statutory authorities Government authorities bankers stock exchange stakeholdersand employees of the Company.