TO THE MEMBERS OF WEIZMANN LIMITED
The Directors are pleased to present this 31 Annual Report and the
Audited Statement of Accounts for the year ended 31 March 2018.
|1. FINANCIAL RESULTS || || |
| || ||(Rs. in lakh) |
|Particulars ||2017-2018 ||2016-17 |
|Total Income including exceptional items ||476.66 ||585.65 |
|Profit / (Loss) Before Depreciation ||612.32 ||702.74 |
|Less : Depreciation ||135.66 ||117.09 |
|Profit / (Loss) Before Tax ||476.66 ||585.65 |
|Less : Income Tax ||62.32 ||217.07 |
|Less : Deferred Tax ||112.46 ||26.13 |
|Profit / (Loss) After Tax ||301.38 ||342.44 |
|Other Comprehensive Income || || |
|Net of Tax ||356.07 ||143.21 |
|Total Comprehensive Income for the year ||657.45 ||485.65 |
The consolidated Financial Statements of the Company and its associate prepared inaccordance with Indian Accounting Standards (IND AS) including the Rules notified underthe relevant provisions of the Companies Act 2013 form part of the Annual Report andAccounts. The Company has adopted IND
AS w.e.f. 01.04.2017 the date from which the said standards are mandatorily applicableand accordingly has changed number of Accounting Policies as detailed in "SignificantAccounting Policies" forming part of Financial Statements for F.Y. 2017-18 in linewith the applicable IND AS. Figures for F.Y. 2016-17 has been restated as per IND AS andtherefore may not be comparable with Financials for F.Y. 2016-17 approved by the Directorsand disclosed in the Financial Statements of the previous year.
2. DIVIDEND AND RESERVES
Your Directors recommend for approval of the Members at the ensuring Annual GeneralMeeting dividend of 5% ie. 0.50 ps per
equity share of ` 10/- each for the financial year ended 31 March 2018 (Previous year2016-17 : Final dividend on Equity Shares @ 5% i.e. 0.50 paise per equity share). Thedividend will be paid in compliance with the applicable rules and regulations.
No amount was transferred to General Reserve during the year.
3. SHARE CAPITAL
The paid up Equity Share Capital of the Company as on 31 March 2018 was `172715360/-. The Company has not issued any new equity shares during the year.
4. PERFORMANCE OF THE COMPANY
During the year total income of the Company was ` 8976.34 lakh as against ` 8694.63Lakh in the previous year i.e. an increase of about 3.24%. The PBT stood at ` 476.66 Lakhagainst ` 585.65 lakh in the previous year and PAT at ` 301.38 lakh against ` 342.44 lakhin the previous year.
As in the previous year the Company's focus continues to be on job work and localsales as against exports. During 2017-18 the turnover thereof contributed to 3.55% (jobwork and local sales) as against 55.19% in the previous year.
There has been no change in the business of the Company during the year as compared tothe previous year.
5. SUBSIDIARY / ASSOCIATES / JOINT VENTURE COMPANIES
The Company does not have any Subsidiary and Joint Venture Company. However theCompany has formulated policy for determining material subsidiary and the same may beaccessed on the website of the company http://www.weizmann.co.in/ msp.html.
Windia Infrastructure Finance Ltd is the only Associate Company. In accordance withSection 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 salient featuresin the prescribed form and simultaneously ensure that copies of the financial statementsincluding consolidated financial statements along with Auditors Report Directors Reportand other documents that are required to be attached are annexed with the financialstatements and made available for inspection at the registered office of the Companyduring 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-3 ofthe subject rules are being forwarded to all the members of the Company with complete setof financial statements available at the registered office of the Company as well as onthe website of the Company www.weizmann.co.in. Also salient features in the financialstatement of associate company compiled in Form AOC-1 of the subject Rules are attached tothe financial statements.
No Company became or ceased to be an Associate during the year under review.
6. DIRECTORS AND KEY MANAGEMENT PERSONNEL
In accordance with the provisions of the Section 152(6)(e) of the Companies Act 2013Mr. Neelkamal V. Siraj (DIN : 00021986) Director of the Company will retire by rotationat the ensuing Annual General Meeting and being eligible offers himself forreappointment.
During the year Mr. Vishnu P. Kamath and Mr. Vinesh N. Davda
Directors of the Company have resigned from the Board w.e.f. 12 December 2017. Furtherpursuant to provisions of Section 149 of the Companies Act 2013 it is proposed to seekshareholders approval to designate Ms. Smita V. Davda Director of the Company asNon-Executive Independent Director of the Company for one term of consecutive 5 yearsfrom the conclusion of ensuing Annual General Meeting of the Company.
The Board of Directors had held 4 (four) meetings of the Board during financial year2017-2018.
7. STATEMENT INDICATING THE MANNER IN WHICH FORMAL EVALUATION HAS BEEN MADE BY THEBOARD OF ITS OWN PERFORMANCE AND THAT OF ITS COMMITTEES AND INDIVIDUAL DIRECTORS
The Nomination and Remuneration Committee of the Board continuously evaluate theperformance of the Board and provide feedback to the Chairman of the Board. Theindependent directors had a separate meeting without the presence of any non independentdirectors and management and considered and evaluated the Board's performance performanceof the Chairman and other non independent directors and shared their views with theChairman. The Board had also separately evaluated the performance of the Committees andIndependent Directors without participation of the relevant director.
8. EXTRACT OF ANNUAL RETURN AS PER SECTION 92(3) OF COMPANIES ACT 2013
An extract of Annual Return as at 31 March 2018 pursuant to Section 92(3) of theCompanies Act 2013 and forming part of this Report is attached as Annexure I to thisReport.
9. DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to Section 134(3) of the Companies Act 2013 your Directors confirm:
I) that in the preparation of the annual accounts the applicable accounting standardshad been followed along with proper explanation relating to material departures;
ii) that the Directors had selected such accounting policies and applied themconsistently and made judgements and estimates that are reasonable and prudent so as togive a true and fair view of the state of affairs of the Company at the end of thefinancial year and of the profit of the Company for that period; iii) that the Directorshad taken proper and sufficient care for the maintenance of adequate accounting records inaccordance with the provisions of this Act for safeguarding the assets of the Company forpreventing and detecting fraud and other irregularities;
iv) that the Directors had prepared the annual accounts on a going concern basis.
v) that the Directors had laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and were operatingeffectively;
vi) the Directors had devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively;
10. STATEMENT OF DECLARATIONS GIVEN BY INDEPENDENT DIRECTORS UNDER SECTION 149(7) OFTHE COMPANIES ACT 2013
The Board confirms the receipt of statement of declaration from Independent Directorsas called for u/s.149 (6) of the Companies Act 2013.
11. COMPANY'S POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION INCLUDING CRITERIA FORDETERMINING QUALIFICATIONS POSITIVE ATTRIBUTES INDEPENDENCE OF A DIRECTOR KEYMANAGERIAL PERSONNEL AND OTHER EMPLOYEES
The Company has constituted a Nomination and Remuneration Committee with theresponsibilities of formulating the criteria for determining qualifications positiveattributes and independence of a director and recommend to the Board a policy relating tothe remuneration for the directors Key Managerial Personnel and other employees;Formulating criteria for evaluation of independent directors and the Board; Devisingpolicy on Board diversity; Identifying persons who are qualified to become directors andwho may be appointed in senior management in accordance with the criteria laid down andrecommend to the Board their appointment and removal.
Appointment and Remuneration of Managing Director is subject to approval by members inGeneral Meeting and shall be in accordance with Schedule V of Companies Act 2013 andceiling as per Section 197 of the Act. Appointment of Independent Directors is subject tosatisfaction of conditions u/s. 149(6) of the Companies Act 2013. The IndependentDirectors shall be governed by Code of Conduct detailed in Schedule IV of the CompaniesAct 2013.
The personnel selected as Board Member or Key Management Personnel or other seniorpersonnel of the Company is based on their requisite qualifications skills experienceand knowledge in the relevant fields.
Remuneration policy of the Company includes fixation of remuneration and annualincrements based on performance knowledge position target achievement Company'sbusiness plans market environment and the remuneration is segregated into monthly fixedpayments annual payments contribution to social and retirement benefits reimbursementof expenses incurred for discharge of official duties annual bonus welfare schemes likeinsurance on health for self and family accident benefits tying up with agencies formanaging retirement benefits like gratuity pension schemes etc.
The remuneration policy as above is also available on the website of the Companyhttp://www.weizmann.co.in/nnrp.html.
12. PARTICULARS OF THE EMPLOYEES AND INFORMATION CALLED FOR UNDER SECTION 197 OF THECOMPANIES ACT 2013 AND THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIALPERSONNEL) RULES 2014
In terms of the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3)of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 astatement showing the names and other particulars of the employees drawing remuneration inexcess of the limits top 10 employees in terms of remuneration drawn and otherDisclosures pertaining to remuneration are set out in the said rules are provided in theAnnual Report.
Having regard to the provisions of the proviso to Section 136(1) of the Act and asadvised the Annual Report excluding the aforesaid information is being sent to themembers of the Company.
The said information is available for inspection at the registered office of theCompany during working hours and any member interested in obtaining such information maywrite to the Company Secretary and the same will be furnished on request.
13. DISCLOSURE OF PARTICULARS REGARDING CONVERSATION OF ENERGY TECHNOLOGY ABSORPTIONAND FOREIGN EXCHANGE EARNINGS AND OUTGO
Pursuant to Section 134(3) of the Companies Act 2013 read with Rule 8 of the Companies(Accounts) Rules 2014 the Report on the matters of Conservation of Energy TechnologyAbsorption and Foreign Exchange Earnings and Outgo are given in Annexure II forming partof this report.
14. FIXED DEPOSITS
a. Accepted during the year is NIL b. remained unpaid or unclaimed at the end of theyear is NIL
c. there is no default in repayment of deposits or payment of interest thereon duringthe year.
d. there are no deposits which are not in compliance with the requirement of Chapter Vof the Act.
15. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS U/S. 186 OF THE COMPANIES ACT 2013
Details of loans given:
Loans given to Tapi Energy Projects Limited during the year
` 1122.66 Lakh & Balance as on 31 March 2018 ` 2802.01 Lakh and WeizmannInternational Limited ` 60.30 Lakh &
Balance as on 31 March 2018 ` 529.77 Lakh.
Details of Investments made during the year:
There were no investments made during the year 2017-18.
Details of Guarantees given:
There were no guarantees given during the year 2017-18.
16. PARTICULARS OF CONTRACTS OR ARRANGEMENT WITH RELATED PARTIES REFERRED TO IN SECTION188(1) OF THE COMPANIES ACT 2013
The transactions with the Related Parties are at arm's length basis and thesetransactions are not of material in nature as per Section 188 of the Companies Act 2013read with Rule 15 of the Companies (Meeting of Board and its Powers) Rules 2014. Therelated party transactions are placed before the Audit Committee as also the Board forapproval.
17. POLICY ON RELATED PARTY TRANSACTIONS
The Company has framed a policy on related party transactions and the same has beenhosted on its website at the link http://www.weizmann.co.in/rpt-policy.html. The policyincludes the specific category of policies requiring prior approval of the AuditCommittee 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.
18. STATEMENT INDICATING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY FORTHE COMPANY
The Company has framed its Risk Management Policy detailing the identification ofelements of risks monitoring and mitigation of the risks. The Company has alsoconstituted a Risk Management Committee for the above purpose. The Company has laid downdetailed process in planning decision making organizing and controlling. The RiskManagement Policy has been hosted on the Company's website:http://www.weizmann.co.in/rmp.html.
19. CORPORATE SOCIAL RESPONSIBILITY INITIATIVES
As part of its initiatives under "Corporate Social Responsibility" (CSR) theCompany has contributed funds for the schemes of eradicating hunger and poverty promotionof education and medical aid. The contributions in this regard have been made to aregistered trust which is undertaking the activities prescribed under Schedule VII of theCompanies Act 2013. The Annual report on CSR activities is annexed as a separate AnnexureIII. The Company has constituted CSR committee the details of which are given in CorporateGovernance Report and also a CSR policy is formulated which is uploaded on the website ofthe Company: http:// http://www.weizmann.co.in/csr.html.
20. ESTABLISHMENT OF VIGIL MECHANISM
The company has in place a vigil mechanism pursuant to which a Whistle Blower Policy isalso in vogue. The Whistle Blower Policy covering all employees and directors of theCompany is hosted on the Company's website http://www.weizmann.co.in/wbp.html.
21. MATERIAL CHANGES AND COMMITMENTS IF ANY AFFECTING THE FINANCIAL POSITION OF THECOMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICHTHE FINANCIAL STATEMENTS RELATE AND THE DATE OF REPORT
There have been no material changes and commitments affecting the financial position ofthe Company which have occurred between the end of the financial year of the Company towhich the financial statements relate and the date of report.
22. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS ORTRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATION IN FUTURE
No significant or material orders have been passed by the regulators or courts ortribunals impacting the going concern status and Company's operations in future.
23. DETAILS IN RESPECT OF ADEQUACY OF INTERNAL CONTROLS WITH RESPECT TO THE FINANCIALSTATEMENTS
The Company has an internal control system commensurate with the size scale and natureof its operation. The internal controls ensure that all its assets are properlysafeguarded and protected against loss from unauthorized use or disposal all transactionsare authorized recorded and reported correctly. The Company has also an internal auditsystem for periodical audit of the internal control systems of the company.
24. ISSUE OF NEW EQUITY SHARES DURING THE YEAR
The Company has not issued any new equity shares during the year.
25. STATUTORY AUDITORS
M/s. Batliboi & Purohit Chartered Accountants (Firm Registration No: 101048W) wereappointed as Statutory Auditors of your Company at the 30 Annual General Meeting held on23 August 2017 for a term of five consecutive years. As per the provisions of Section139 of the Companies Act 2013 the appointment of Auditors is required to be ratified byMembers at every Annual General Meeting.
In accordance with the Companies Amendment Act 2017 enforced on 7 May 2018 by theMinistry of Corporate Affairs the appointment of Statutory Auditors is not required to beratified at every Annual General Meeting.
The Report given by the Auditors on the financial statement of the Company is part ofthis Report.
26. SECRETARIAL AUDIT
Pursuant to requirement of Section 204 of the Companies Act 2013 the Company hadappointed Shri Martinho Ferraro Practicing Company Secretary (COP 5676) as SecretarialAuditor for financial year 2017-18 and whose report of 9 May 2018 is attached as AnnexureIV.
There are no adverse observation made by Secretarial Auditor.
27. AUDITORS' REPORT
There are no qualifications reservations or adverse remarks or disclaimers made byStatutory Auditor of the Company in his audit report.
28. CORPORATE GOVERNANCE
Your Company has complied with Corporate Governance requirement as Regulation 4(2) readwith Chapter IV of SEBI (Listing Obligations and Disclosure Requirements) Regulations2015. A report on Corporate Governance is annexed as a separate Annexure V. AuditorsCertificate confirming compliance of the Corporate Governance is appended to the Report onCorporate Governance.
29. MANAGEMENT DISCUSSION AND ANALYSIS REPORT
Management Discussion and Analysis Report as required under the Listing Agreement withthe Stock Exchanges is annexed as Annexure VI forming part of this report.
30. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORK PLACE (PREVENTIONPROHIBIITION AND REDRESSAL) Act 2013
The Company has in place an Anti Sexual Harassment Policy in line with the requirementsof The Sexual Harassment of Women at the Workplace (Prevention Prohibition &Redressal) Act 2013.
Internal Complaints Committee (ICC) has been set up to redress complaints receivedregarding sexual harassment. All employees (permanent contractual temporary trainees)are covered under this policy. During the year no complaints have been received.
Your Directors express their grateful appreciation for the assistance and co-operationreceived from Government Authorities Bankers Lending Institutions Suppliers andCustomers during the year under review. Your Directors place on record their appreciationfor the committed services of the executives and staff of the Company.
| ||For and on behalf of the Board |
|Place : Mumbai ||Neelkamal V. Siraj |
|Date : 29 May 2018 ||Vice Chairman & Managing Director |
| ||DIN : 00021986 |