TO THE MEMBERS OF WEIZMANN LIMITED
The Directors are pleased to present this 32 nd Annual Report and theAudited
Financial Statement for the year ended 31st March 2019.
1. FINANCIAL RESULTS
(` in lakhs)
|Particulars ||2018-2019 ||2017-2018 |
|Total Income including exceptional items ||10666.76 ||8976.34 |
|Profit / (Loss) Before Depreciation ||1289.58 ||612.32 |
|Less : Depreciation ||171.98 ||135.66 |
|Profit / (Loss) Before Tax ||1117.60 ||476.66 |
|Less : Income Tax ||306.70 ||62.32 |
|Less : Deferred Tax ||(46.07) ||112.46 |
|Profit / (Loss) After Tax ||856.96 ||301.38 |
|Other Comprehensive Income Net of Tax ||(858.71) ||356.07 |
|Total Comprehensive Income for the year ||(1.75) ||657.45 |
The consolidated Financial Statements of the Company and itsassociate prepared in accordance with Indian Accounting Standards (IND AS) including theRules notified under the relevant provisions of the Companies Act 2013 form part of theAnnual Report and Accounts.
2. DIVIDEND AND RESERVES
Your Directors have recommend for approval of the Members at theensuing Annual General Meeting dividend of 5% ie. 0.50 paise per equity share of
Rs. 10/- each for the financial year ended 31 March 2019 (Previousyear 2017-18 : Final dividend on Equity Shares @ 5% i.e. 0.50 paise per equity share). Thequantum of dividend to be paid is ` 86.36 Lakhs and the Dividend Distribution Tax payableis ` 17.75 Lakhs. The dividend will be paid in compliance with the applicable rules andregulations.
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 2019was
` 172715360/-. The Company has not issued any new equity sharesduring the year.
4. LISTING FEES
The Company has paid the Listing Fees for the financial year 2019-2020to 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 ` 10666.76 lakhsas against ` 8976.34 Lakhs in the previous year i.e. an increase of about 18.83%. The PBTstood at ` 1117.60 Lakhs against ` 476.66 lakhs in the previous year and PAT at ` 856.96lakhs against ` 301.38 lakhs in the previous year.
As in the previous year the Company's focus continues to be on jobwork as against sales. During 2018-19 the turnover thereof job work contributed is 74.92%job work as against 51.24% in the previous year.
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-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 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 14 February 2019subject to the members approval in the Annual General Meeting approved re-appointment ofShri. Neelkamal V. Siraj as Managing Director of the
Company for a period of 3 years with effect from 11th April 2019 onterms and conditions and remuneration as recommended by the Nomination and RemunerationCommittee. A resolution in this behalf is set out at Item No.5 of the Notice of AnnualGeneral Meeting for Members' approval.
During the year Shri. Ganesh N Kamath due to pre-occupation resignedas Non-Executive Independent Director of the Company w.e.f. 30.03.2019.
Ms. Sushama Vesvikar resigned as Company Secretary and ComplianceOfficer w.e.f. 13.08. 2018.
Shri. Navneet K Pandya resigned as Chief Financial Officer of thecompany w.e.f. 30.04.2019. The Company is in process of filing in the position of ChiefFinancial Officer.
The Board wishes to place on record its appreciation for the invaluableservices rendered by the Director Chief Financial Officer and Company Secretary duringtheir tenure in the Company.
Ms. Ami Purohit was appointed as Company Secretary and ComplianceOfficer w.e.f. 13.11.2018.
8. BOARD AND COMMITTTEE MEETINGS
The Board of Directors had 5 (five) meetings during financial year2018-19. Necessary quorum was present for all the meetings.
Consequent to resignation of Shri. Ganesh N Kamath member of the AuditCommittee and Nomination Committee the Committees were re-constituted as below:
|Audit Committee: |
|Shri. Balady S Shetty Chairman |
|Shri. Dharmendra G Siraj Member |
|Smt. Smita V Davda Member |
|Nomination and Remuneration Committee: |
|Shri. Balady S Shetty Chairman |
|Shri. Dharmendra G Siraj Member |
|Smt. Smita V Davda Member |
There have been no instances during the year where recommendationsof the 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
The Nomination and Remuneration Committee of the Board continuouslyevaluate the performance of the Board and provide feedback to the Chairman of the Board.The independent directors had a separate meeting without the presence of any nonindependent directors and management and considered and evaluated the Board's performanceperformance of the Chairman and other non independent directors and shared their viewswith the Chairman. The Board had also separately evaluated the performance of theCommittees and Independent Directors without participation of the relevant directors.
10. EXTRACT OF ANNUAL RETURN AS PER SECTION 92(3) OF
COMPANIES ACT 2013
An extract of Annual Return as at 31st March 2019 pursuant to Section92(3) of the Companies Act 2013 and forming part of this Report is attached as AnnexureI to this Report.
11. DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to Section 134(3) of the Companies Act 2013 yourDirectors confirm:
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 he 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
The Board confirms the receipt of statement of declaration fromIndependent Directors as called for u/s.149 (6) of the Companies Act 2013 and Regulation16 (1)(b) of the Securities Exchange Board of India (Listing Obligations and DisclosureRequirements) Regulations 2015 (Listing Regulations).
13. COMPANY'S POLICY ON DIRECTORS APPOINTMENT AND
REMUNERATION INCLUDING CRITERIA FOR DETERMINING QUALIFICATIONSPOSITIVE ATTRIBUTES INDEPENDENCE OF A DIRECTOR KEY MANAGERIAL PERSONNEL AND OTHEREMPLOYEES
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(APPOINTMENT AND 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 is available for inspection at the registeredoffice of the Company during working hours and any member interested in obtaining suchinformation may write to the Company Secretary and the same will be furnished on request.
15. DISCLOSURE OF PARTICULARS REGARDING CONVERSATION OF
ENERGY TECHNOLOGY 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 IIforming part of this report.
16. FIXED DEPOSITS
Your Company has not accepted any Fixed Deposits within the meaningof Section 73 of the Companies Act 2013.
17. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS UNDER
SECTION 186 OF THE COMPANIES ACT 2013
Details of loans given:
Loans given to Weizmann International Limited during the year - NIL&
Balance as on 31st March 2019 ` 43.86 Lakhs.
Details of Investments made during the year:
|Name of Company ||Shares Amount ( Lakhs) |
|Windia Infrastructure Finance Ltd ||2182854 ||1568.59 |
|Weizmann International Ltd || || |
|(Preference Shares) ||500000 ||500.00 |
|Weizmann International Ltd(Equity Shares) 1000 ||0.11 |
|Avinaya Resources Ltd ||378916 ||469.09 |
|Batot Hydro Power Ltd ||6650000 ||665.00 |
|Brahmanvel Energy Ltd ||8000 ||14.90 |
|Khandesh Energy Projects Ltd ||8000 ||8.26 |
|Vajhrapada Energy Ltd ||9500 ||0.10 |
Details of Guarantee given:
There were no guarantees given during the year 2018-19.
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 the disclosure of Related Party Transactions as requiredunder Section 134(3)(h) of the Act in Form AOC-2 is not provided.
All Related Party Transactions are placed before the Audit Committeefor prior approval. 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.
None of the transactions entered with related parties falls under thescope of Section 188(1) of the Companies Act 2013.
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 priorapproval of the Audit Committee the Board of Directors Special Resolution by members atGeneral Meeting determining the materiality of the related party contract both underCompanies Act 2013 and Regulation 23 of SEBI (Listing Obligations and DisclosureRequirement) Regulations 2015 and also the procedures to be followed in complying with thestatutory provisions in respect 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 also constituted a Risk Management Committee for the above purpose. The Company haslaid down detailed process in planning decision making organizing and controlling. TheRisk 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 the schemes oferadicating hunger and poverty promotion of education health and medical aid. Thecontributions in this regard have been made to a registered trust which is undertaking theactivities prescribed under Schedule VII of the Companies Act 2013. The Annual report onCSR activities is annexed as a separate Annexure III.
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://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 ENDOF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATEOF REPORT
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 30th AnnualGeneral Meeting held on 23rd August 2017 for a term of five consecutive years to holdoffice from the conclusion of the 30 th Annual General Meeting until the conclusion of the35 thAnnual General Meeting of the Company to be held in the Year 2022.
The Report given by the Auditors on the financial statement of theCompany is part of this Report.
The Company has received a certificate from M/s Batliboi & PurohitChartered Accountants confirming that they are not disqualified from continuing asStatutory Auditors of the Company.
27. COST AUDITOR
As per the requirements of the Central Government and Section 148(3)and other applicable provisions if any of the Companies Act 2013 read with the relevantRules made thereunder the Company is required to get its cost records audited from thepracticing Cost Auditor from the Financial Year 2019-2020. Hence the Company at its boardmeeting dated 27th May 2019 has appointed M/s Bhanwarlal Gurjar Cost Accountants havingfirm registration No.101540 as Cost Auditor for the Financial Year 2019-2020.
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 financial year 2018-19 and the Secretarial Audit Report isattached as Annexure IV.
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 his audit report.
30. 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 ` 201124/- pertaining to the financial year ended on 31th March 2011lying with the Company for a period of seven years were transferred during the financialyear 2018-19 to the Investor Education and Protection Fund established by the CentralGovernment.
b) Transfer of shares to IEPF:
As required under Section 124 of the Act 11685 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 2018-19. Details of shares transferredhave been uploaded on the website of IEPF as well as the Company.
31. CORPORATE GOVERNANCE
Your Company has complied with Corporate Governance as stipulated underChapter IV of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015. Areport on Corporate Governance is annexed as a separate Annexure V. PracticingCompany Secretary's Certificate confirming compliance of the Corporate Governance isappended to the Report on Corporate Governance.
32. MANAGEMENT DISCUSSION AND ANALYSIS REPORT
Management Discussion and Analysis Report as required under the ListingRegulations with the Stock Exchanges is annexed as Annexure VI forming part of thisreport.
33. 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.
34. 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.
35. 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.
Your Directors express their grateful appreciation for the assistanceand cooperation 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
|Place : Mumbai ||Neelkamal V. Siraj ||Chetan D. Mehra |
|Date : 27th May 2019 ||Vice Chairman & ||Director |
| ||Managing Director ||DIN: 00022021 |
| ||DIN : 00021986 || |