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Weizmann Ltd.

BSE: 523011 Sector: Industrials
NSE: WEIZMANIND ISIN Code: INE080A01014
BSE 15:31 | 27 Jan 105.45 -6.15
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NSE 15:29 | 27 Jan 107.25 -5.00
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OPEN 115.00
PREVIOUS CLOSE 111.60
VOLUME 3738
52-Week high 132.15
52-Week low 42.30
P/E 27.75
Mkt Cap.(Rs cr) 167
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 115.00
CLOSE 111.60
VOLUME 3738
52-Week high 132.15
52-Week low 42.30
P/E 27.75
Mkt Cap.(Rs cr) 167
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Weizmann Ltd. (WEIZMANIND) - Director Report

Company director report

TO THE MEMBERS OF WEIZMANN LIMITED

The Directors are pleased to present this 35th Annual Reportand the Audited Statement of Accounts for the year ended 31st March 2022.

1. FINANCIAL RESULTS

Rs. In Lakhs

Particulars 2021-2022 2020-2021
Total Income including exceptional items 10231.37 9828.24
Profit / (Loss) Before Depreciation 813.34 1069.69
Less : Depreciation 338.16 311.14
Profit / (Loss) Before Tax 475.18 758.55
Less : Income Tax 143.00 246.06
Less : Deferred Tax 44.26 20.23
Profit / (Loss) After Tax 287.92 492.26
Other Comprehensive Income (2.51) (56.58)
Net of Tax
Total Comprehensive Income for the year 285.41 435.68

The consolidated Financial Statements of the Company and its associateprepared in accordance with Indian Accounting Standards (IND AS) including the Rulesnotified under the relevant provisions of the Companies Act 2013 form part of the AnnualReport and Accounts.

2. DIVIDEND AND RESERVES

Your Directors have recommend for approval of the Members at theensuing Annual General Meeting dividend of 5% ie. Re.0.50 paise per equity share of Rs.10/- each for the financial year ended 31st March 2022 (Previous year2020-2021: Dividend on Equity Shares @ 5% i.e. Re. 0.50 paise per equity share). Thequantum of dividend to be paid is Rs. 79.30 Lakhs. The dividend will be paid in compliancewith the applicable rules and regulations.

During the year under review an amount of Rs. 141.25 Lakhs has beentransferred to Capital Redemption Reserve on the buyback of 1412515 equity shares of Rs.10/-each.

No amount was transferred to General Reserve during the year.

3. SHARE CAPITAL

During the year under review the Company has bought back 1412515fully paid up equity shares of face value of Rs. 10/- each from the shareholders of theCompany as on the record date ie. 10th December 2021 on a proportionate basisat a price of Rs. 60/-per share through the “Tender Offer” Route. On 14thFebruary 2022 the Company had extinguished 1412215 fully paid up equity shares ofRs.10/- each (in dematerialized form) and 300 fully paid up equity shares of Rs. 10/- each(in physical form) as a result of the conclusion of buyback of 1412515 equity shares.Therefore the paid up Equity

Share Capital of the Company as on 31st March 2022 is Rs.158590210/-as compared to Rs.172715360/-. In the previous year.

4. LISTING FEES

The Company has paid the Listing Fees for the financial year 2022-2023to each of the Stock Exchanges where its equity shares are listed.

5. PERFORMANCE OF THE COMPANY

During the year total income of the Company was Rs. 10231.37 Lakhs asagainst Rs. 9828.24 Lakhs in the previous year i.e. an increase of about 4%. The PBT stoodat Rs. 475.18 Lakhs against Rs. 758.55 Lakhs in the previous year and PAT at Rs.287.92Lakhs against Rs.492.26 Lakhs in the previous year.

As in the previous year the Company's focus continues to be on jobwork and local sales as against exports. During the year the turnover thereof contributedto Rs. 9983.71 Lakh (job work and local sales) as against Rs.9761.58 Lakhs in the previousyear.

There has been no change in the business of the Company during the yearas compared to the previous year.

6. SUBSIDIARY / ASSOCIATES / JOINT VENTURE COMPANIES

The Company does not have any Subsidiary and Joint Venture Company.However the Company has formulated policy for determining material subsidiary and thesame may be accessed on the website of the company http://www.weizmann.co.in/msp.html.

Windia Infrastructure Finance Ltd is the only Associate Company. Inaccordance with Section 136 of the Companies Act 2013 read with Rule 10 of The Companies(Accounts) Rules 2014 a Company may forward statement of accounts containing the salientfeatures in the prescribed form and simultaneously ensure that copies of the financialstatements including consolidated financial statements along with Auditors ReportDirectors Report and other documents that are required to be attached are annexed with thefinancial statements and made available for inspection at the registered office of theCompany during working hours for a minimum period of 21 days prior to the meeting of theshareholders. Accordingly Accounts in the Abridged Form as prescribed in Form AOC-3A ofthe subject rules are being forwarded to all the members of the Company with complete setof financial statements available on the website of the Company www.weizmann.co.in. Alsosalient features in the financial statement of associate company compiled in Form AOC-1 ofthe subject Rules are attached to the financial statements.

No Company became or ceased to be an Associate during the year underreview.

7. DIRECTORS AND KEY MANAGEMENT PERSONNEL

In accordance with the provisions of the Section 152(6)(e) of theCompanies Act 2013 Shri. Hitesh V Siraj (DIN : 00058048) Director of the Company willretire by rotation at the ensuing Annual General Meeting and being eligible offershimself for reappointment.

The Board of directors at its meeting held on 11th February2022 subject to the members approval in the Annual General Meeting approvedre-appointment of Shri. Neelkamal V. Siraj as Managing Director of the Company for aperiod of 3 years with effect from 11th April 2022 on terms and conditionsand remuneration as recommended by the Nomination and Remuneration Committee. A resolutionin this behalf is set out at Item No.6 of the Notice of Annual General Meeting forMembers' approval.

Mr. Prakash Kumar Mewara resigned as Chief Financial Officer of theCompany w.e.f 29.10.2021.

The Board wishes to place on record its appreciation for the invaluableservices rendered by the Chief Financial Officer during his tenure in the Company.

Mr. Sreerama Sudhakar Tammana was appointed as Chief Financial Officerof the Company w.e.f 12.11.2021.

8. BOARD AND COMMITTTEE MEETINGS

The Board of Directors had 5 (five) meetings during financial year2021-2022. Necessary quorum was present for all the meetings.

There have been no instances during the year where recommendations ofthe Audit Committee were not accepted by the Board.

The details of the composition of the Board and its Committees and thenumber of meetings held and attendance of Directors at such meetings are provided in theCorporate Governance Report which forms part of the Annual Report.

9. STATEMENT INDICATING THE MANNER IN WHICH FORMAL EVALUATIONHAS BEEN MADE BY THE BOARD OF ITS OWN PERFORMANCE AND THAT OF ITS COMMITTEES ANDINDIVIDUAL DIRECTORS

Pursuant to provisions of the Companies Act and the ListingRegulations the Board has carried out the annual performance evaluation of its ownperformance performance of the Chairman the Committees and independent Directors withoutparticipation of the relevant Director. The Nomination and Remuneration Committee of theBoard continuously evaluates the performance of the Board and provides feedback to theChairman of the Board. The independent directors had a separate meeting without thepresence of any non independent directors and management and considered and evaluated theBoard's performance performance of the Chairman and other non independent directors andshared their views with the Chairman. The Board had also separately evaluated theperformance of the Committees and independent directors without participation of therelevant director.

10.EXTRACT OF ANNUAL RETURN AS PER SECTION 92(3) OF COMPANIES ACT 2013

An extract of Annual Return as at 31st March 2022 pursuantto Section 92(3) of the Companies Act 2013 is available on the website of the Company atwww.weizmann.co.in

11.DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Section 134(3) of the Companies Act 2013 your Directorsconfirm:

i) that in the preparation of the annual accounts the applicableaccounting standards had been followed along with proper explanation relating to materialdepartures;

ii) that the Directors had selected such accounting policies andapplied them consistently and made judgments and estimates that are reasonable and prudentso as to give a true and fair view of the state of affairs of the Company at the end ofthe financial year and of the profit of the Company for that period;

iii) that the Directors had taken proper and sufficient care for themaintenance of adequate accounting records in accordance with the provisions of this Actfor safeguarding the assets of the Company for preventing and detecting fraud and otherirregularities;

iv) that the Directors had prepared the annual accounts on a goingconcern basis.

v) that the Directors had laid down internal financial controls to befollowed by the Company and that such financial controls are adequate and were operatingeffectively;

vi) the Directors had devised proper systems to ensure compliance withthe provisions of all applicable laws and that such systems were adequate and operatingeffectively;

12.STATEMENT OF DECLARATIONS GIVEN BY INDEPENDENT DIRECTORS

All the Independent Directors of the Company have given theirdeclarations to the Company under Section 149(7) of the Act that they meet the criteria ofindependence as provided under Section 149(6) of the Act and Regulation 16(1)(b) ofSecurities and Exchange Board of India (Listing Obligations and Disclosure Requirements)Regulations 2015 ('the Listing Regulations'). In the opinion of the Board they fulfilthe conditions of independence as specified in the Act and the Listing Regulations and areindependent of the management. The Independent Directors have also confirmed that theyhave complied with the Company's Code of Business Conduct & Ethics.

13.COMPANY'S POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION

INCLUDING CRITERIA FOR DETERMINING QUALIFICATIONS POSITIVE ATTRIBUTESINDEPENDENCE OF A DIRECTOR KEY MANAGERIAL PERSONNEL AND OTHER EMPLOYEES

The Company has constituted a Nomination and Remuneration Committeewith the responsibilities of formulating the criteria for determining qualificationspositive attributes and independence of a director and recommend to the Board a policyrelating to the remuneration for the directors Key Managerial Personnel and otheremployees; formulating criteria for evaluation of independent directors and the Board;Devising policy on Board diversity; Identifying persons who are qualified to becomedirectors and who may be appointed in senior management in accordance with the criterialaid down and recommend to the Board their appointment and removal.

Appointment and Remuneration of Managing Director is subject toapproval by members in General Meeting and shall be in accordance with Schedule V ofCompanies Act 2013 and ceiling as per Section 197 of the Act. Appointment of IndependentDirectors is subject to satisfaction of conditions u/s. 149(6) of the Companies Act 2013.The Independent Directors shall be governed by Code of Conduct detailed in Schedule IV ofthe Companies Act 2013.

The personnel selected as Board Member or Key Management Personnel orother senior personnel of the Company is based on their requisite qualifications skillsexperience and knowledge in the relevant fields.

Remuneration policy of the Company includes fixation of remunerationand annual increments based on performance knowledge position target achievementCompany's business plans market environment and the remuneration is segregated intomonthly fixed payments annual payments contribution to social and retirement benefitsreimbursement of expenses incurred for discharge of official duties annual bonus welfareschemes like insurance on health for self and family accident benefits tying up withagencies for managing retirement benefits like gratuity pension schemes etc.

The remuneration policy as above is also available on the website ofthe Company http://www.weizmann.co.in/nnrp.html.

14.PARTICULARS OF THE EMPLOYEES AND INFORMATION CALLED FOR UNDER

SECTION 197 OF THE COMPANIES ACT 2013 AND THE COMPANIES (APPOINTMENTAND REMUNERATION OF MANAGERIAL PERSONNEL) RULES 2014

In terms of the provisions of Section 197(12) of the Act read withRules 5(2) and 5(3) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 a statement showing the names and other particulars of theemployees drawing remuneration in excess of the limits top 10 employees in terms ofremuneration drawn and other Disclosures pertaining to remuneration are set out in thesaid rules are provided in the Annual Report.

Having regard to the provisions of the proviso to Section 136(1) of theAct and as advised the Annual Report excluding the aforesaid information is being sent tothe members of the Company.

The said information can be made available to any member interested inobtaining such information on request in writing to the Company Secretary.

15.DISCLOSURE OF PARTICULARS REGARDING CONVERSATION OF ENERGYTECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Pursuant to Section 134(3) of the Companies Act 2013 read withCompanies (Accounts) Rules 2014 the Report on the matters of Conservation of EnergyTechnology Absorption and Foreign Exchange Earnings and Outgo are given in Annexure Iforming part of this report.

16. FIXED DEPOSITS

Your Company has not accepted any Fixed Deposits within the meaning ofSection 73 of the Companies Act 2013.

17. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS U/S. 186 OF THE

COMPANIES ACT 2013

Details of loans given:Rs.170.91 Lakhs

Details of Investments made during the year: Details are given in theNote No.3 to the Financial Statements forming part of Annual Report.

Details of Guarantee given: NIL

18. PARTICULARS OF CONTRACTS OR ARRANGEMENT WITH RELATED PARTIES

REFERRED TO IN SECTION 188(1) OF THE COMPANIES ACT 2013

All Related Party Transactions that were entered during the financialyear under review were on an arm's length basis and in the ordinary course ofbusiness and is in compliance with the applicable provisions of the Act and the ListingRegulations. No material Related Party Transactions were entered during the financial yearby the Company. Accordingly there are no particulars are required to report in FormAOC-2. All Related Party Transactions are placed before the Audit Committee for priorapproval and also before the Board in compliance with the provisions of the Act andListing Regulations. Prior omnibus approval of the Audit Committee is obtained for thetransactions which are repetitive in nature or when the need for them cannot be foreseenin advance.

19. POLICY ON RELATED PARTY TRANSACTIONS

The Company has framed a policy on related party transactions and thesame has been hosted on its website at the link http://www.weizmann.co.in/rpt-policy.html.The policy includes the specific category of policies requiring prior approval of theAudit Committee the Board of Directors Special Resolution by members at General Meetingdetermining the materiality of the related party contract both under Companies Act 2013and Regulation 23 of SEBI (Listing Obligations and Disclosure Requirement) Regulations2015 and also the procedures to be followed in complying with the statutory provisions inrespect of related party transaction if any.

20. STATEMENT INDICATING DEVELOPMENT AND IMPLEMENTATION OF RISK

MANAGEMENT POLICY FOR THE COMPANY

The Company has framed its Risk Management Policy detailing theidentification of elements of risks monitoring and mitigation of the risks. The Companyhas laid down detailed process in planning decision making organizing and controlling.The Risk Management Policy has been hosted on the Company's website:http://www.weizmann.co.in/rmp.html.

21.CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

As part of its initiatives under “Corporate SocialResponsibility” (CSR) the Company has contributed funds for promoting health careincluding preventive health care and promoting education especially to benefit the underprivileged children. The contributions in this regard have been made to a registered trustwhich is undertaking the activities prescribed under Schedule VII of the Companies Act2013. The Annual report on CSR activities is annexed as a separate Annexure II.

The Company has constituted CSR committee the details of which aregiven in Corporate Governance Report and also a CSR policy is formulated which is uploadedon the website of the Company: http:// http://www.weizmann.co.in/csr.html.

22.ESTABLISHMENT OF VIGIL MECHANISM

The company has in place a vigil mechanism pursuant to which a WhistleBlower Policy is also in vogue. The Whistle Blower Policy covering all stakeholdersincluding employees and directors of the Company is hosted on the Company's websitehttp://www.weizmann.co.in/wbp.html.

23.MATERIAL CHANGES AND COMMITMENTS IF ANY AFFECTING THE FINANCIAL

POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THEFINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OFREPORT

There have been no material changes and commitments affecting thefinancial position of the Company which have occurred between the end of the financialyear of the Company to which the financial statements relate and the date of report.

24.DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE

REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUSAND COMPANY'S OPERATION IN FUTURE

No significant or material orders have been passed by the regulators orcourts or tribunals impacting the going concern status and Company's operations in future.

25.DETAILS IN RESPECT OF ADEQUACY OF INTERNAL CONTROLS WITH RESPECT

TO THE FINANCIAL STATEMENTS

The Company has an internal control system commensurate with the sizescale and nature of its operation. The internal controls ensure that all its assets areproperly safeguarded and protected against loss from unauthorized use or disposal alltransactions are authorized recorded and reported correctly. The Company has also aninternal audit system for periodical audit of the internal control systems of the company.

26. STATUTORY AUDITORS

M/s. Batliboi & Purohit Chartered Accountants (Firm RegistrationNo: 101048W) were appointed as Statutory Auditors of your Company at the 30thAnnual General Meeting held on 23rd August 2017 for a term of five consecutive years tohold office from the conclusion of the 30th Annual General Meeting until theconclusion of the 35th Annual

General Meeting of the Company to be held in the Year 2022 and iseligible for re-appointment.

The Company has received confirmation from the Auditors to the effectthat their appointment if made will be in accordance with the limits specified under theCompanies Act 2013 and the firm satisfies the criteria specified in Section 141 of theCompanies Act 2013 read with Rule 4 of Companies (Audit & Auditors) Rules 2014.

The Board is of the opinion that continuation of M/s. Batliboi &Purohit as Statutory Auditors will be in the best interests of the Company and thereforethe members are requested to consider their re-appointment as Statutory Auditors of theCompany for a term of five years from the conclusion of the ensuing Annual GeneralMeeting till the Annual General Meeting to be held in the calendar year 2027 at suchremuneration mutually agreed and approved by the Board.

The Report given by the Auditors on the financial statement of theCompany is part of this Report.

27. COST AUDITOR

The maintenance of cost records as specified by the Central Governmentunder sub-section (1) of section 148 of the Companies Act 2013 is required by theCompany and accordingly such accounts and records are made and maintained.

The Board of Directors on the recommendation of Audit Committee hasappointed M/s. Bhanwarlal Gurjar & Co Cost Accountants (Firm Registration No.101540) as Cost Auditor to audit the cost accounts of the Company for the financial year2022-2023.

28. SECRETARIAL AUDIT

Pursuant to requirement of Section 204 of the Companies Act 2013 theCompany had appointed Shri. Martinho Ferraro Practicing Company Secretary (COP 5676) asSecretarial Auditor for the Financial Year 2021-2022 and the Secretarial Audit Report isattached as Annexure III.

There are no adverse observation made by Secretarial Auditor.

29. STATUTORY AUDITOR'S REPORT

There are no qualifications reservations or adverse remarks ordisclaimers made by Statutory Auditor of the Company in its audit report.

30. AUDIT COMMITTEE OF THE COMPANY

The Audit Committee of the Company comprises of the followingDirectors:

Sr No. Name of the Members Designation
1 Shri. Balady S Shetty Chairman (Non Executive - Director) Independent
2 Shri. Dharmendra G Siraj Member (Non Executive Non Independent Director)
3 Smt. Smita V Davda Member (Non Executive - Director) Independent

The composition of the Audit Committee is in compliance with therequirements of Section 177 of the Act Regulation 18 of the Listing Regulations asamended from time to time and -guidance note issued by Stock Exchanges

31. TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND

a) Transfer of Unclaimed Dividend to IEPF:

As required under Section 124 of the Act the Unclaimed Dividend amountaggregating to Rs. 221372/- pertaining to the financial year ended on 31stMarch 2014 lying with the Company for a period of seven years were transferred during thefinancial year 2021-2022to the Investor Education and Protection Fund established by theCentral Government.

b) Transfer of shares to IEPF:

As required under Section 124 of the Act 21912 equity shares inrespect of which dividend has not been claimed by the members for seven consecutive yearsor more have been transferred by the Company to the Investor Education and ProtectionFund Authority (IEPF) during the financial year 2021-2022. Details of shares transferredhave been uploaded on the website of IEPF as well as the Company.

32. CORPORATE GOVERNANCE

Your Company has complied with Corporate Governance as stipulated underSEBI (Listing Obligations and Disclosure Requirements) Regulations 2015. A report onCorporate Governance is annexed as a separate Annexure IV. Auditors Certificate confirmingcompliance of the Corporate Governance is appended to the Report on Corporate Governance.

33. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report as required under the ListingRegulations with the Stock Exchanges is annexed as Annexure V forming part of this report.

34. REPORTING OF FRAUDS

There was no instance of fraud during the year under review whichrequired the Statutory Auditors to report to the Audit Committee and / or Board underSection 143(12) of the Act and the rules made thereunder.

35. DISCLOSURE ON COMPLIANCE WITH SECRETARIAL STANDARDS

Your Directors confirm that the Secretarial Standards issued by theInstitute of Company Secretaries of India have been complied with.

36. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORK PLACE

(PREVENTION PROHIBIITION AND REDRESSAL) ACT 2013

The Company has in place an Anti Sexual Harassment Policy in line withthe requirements of The Sexual Harassment of Women at the Workplace (PreventionProhibition & Redressal) Act 2013.

Internal Complaints Committee (ICC) has been set up to redresscomplaints received regarding sexual harassment. All employees (permanent contractualtemporary trainees) are covered under this policy. During the year no complaints havebeen received.

37. ACKNOWLEDGEMENT

Your Directors express their grateful appreciation for the assistanceand co-operation received from Government Authorities Bankers Lending InstitutionsSuppliers and Customers during the year under review. Your Directors place on record theirappreciation for the committed services of the executives and staff of the Company.

For and on behalf of the Board

Neelkamal V Siraj Chetan D Mehra
Vice Chairman & Managing Director Director
DIN: 00021986 DIN: 00022021
Place : Mumbai
Date : 27th May 2022

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