TO THE MEMBERS OF WEIZMANN FOREX LIMITED
The Directors are pleased to present this 33rd Annual Report and the AuditedStatement of Accounts for the year ended March 312018.
1. FINANCIAL RESULTS
|Particulars ||For the year ended March 312018 ||For the year ended March 312017 |
| ||(Rs in lakh) ||(Rs in lakh) |
|Total Income including exceptional items ||5210.03 ||3643.85 |
|Profit / (Loss) Before Depreciation ||5655.39 ||4101.07 |
|Less : Depreciation ||445.36 ||457.23 |
|Profit / (Loss) Before Tax ||5210.03 ||3643.85 |
|Less : Income Tax ||2013.87 ||1539.36 |
|Less : Deferred Tax ||(217.99) ||(198.00) |
|Profit / (Loss) After Tax ||3414.16 ||2302.49 |
|Other Comprehensive Income Net of Tax ||2012.83 ||650.14 |
|Total Comprehensive Income for the year ||5426.98 ||2952.63 |
The consolidated Financial Statements of the Company and its associates 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 ASw.e.f. 01.04.2017 the date from which the saidstandards are mandatory applicable and accordingly has changed number of AccountingPolicies as detailed in "Significant Accounting Policies" forming part ofFinancial Statements for F.Y. 2017-18 in line with the applicable IND AS. Figures for F.Y.2016-17 has been restated as per IND AS and therefore may not be comparable withFinancials for F.Y. 2016-17 approved by the Directors and disclosed in the FinancialStatements of the previous year.
Your Directors have recommended a dividend off 1/- i.e. 10% (previous year Rs 31-per share i.e. 30%) for financial year 201718. The aggregate dividend including DividendDistribution Tax of Rs 23.77 Lakh would amount to Rs 139.41 Lakh. The dividend payment issubject to approval of the members in the ensuing Annual General Meeting.
No amount was transferred to General Reserve during the year under review.
The Company continued its strides in its core business activities of Money Changing asan RBI Registered Authorized Dealer Category-ll and of Money transfer as one of theforemost RBI approved Principal Agents of overseas money transfer entities.
In money transfer the Company apart from its two decade old relationship with WesternUnion also tied up with other leading international players viz. MoneyGram Ria FinancialServices Xpress Money and Transfast. Consequently the company with its wide network of200 own locations and 61000 plus subagent locations are in a position to cater to thebeneficiaries in India of the remittance from any of the leading overseas money transferplayers. Since such new tie ups and commencement of operations thereof was almost intothird and fourth quarter of 2017-18 the growth aspect is expected to be reflected in thecoming financial years only. With India continuing to hold the numerouno position asrecipient of funds from its diaspora at an estimated figure of USD 69 Billion in 2017 asper World Bank Report the money transfer business is expected to grow steadily.
In money changing business the Company through its offer of array of products ofcurrency travellers cheques forex prepaid multicurrency cards issuance of foreigncurrency demand draft telegraphic transfers in the matter of remittance for StudentsFees Film shooting tour remittances etc. outbound remittances for trade relatedimports through Western Union Business Solutions provides travel insurance to itscustomers directly and also through partners / intermediaries has become a force to reckonwith in this line of business.
The growth prospects estimated by number of organizations like World Bank DirectorateGeneral of Civil Aviation (DGCA) and UN World Tourism Organization (UNWTO) a leadingIndian Rating Agency - CRISIL the money changing business especially with respect to tourremittances Students Fees Remittances Prepaid forex cards for travel abroad are expectedto develop atfaster pace.
During 2017-18 the Company adopted a new brand identity symbolizing Assurance QualityTrust Aspiration and Optimism. Apart from general new brand identity across all itsbusiness the selected leading Agent locations too are being branded for special identity"WOW-World of Weizmann".
The Company also promoted Domestic Money Transfer and other Allied activities as one ofthe leading Distributors of products offered by a group entity Weizmann Impex ServiceEnterprise Limited through its online portal "JaldiCash".
The Company continued to be benefited by extending ease of money changing transactionsfor its customers through an online portal "Doorstepforex.com" which providedquite number of leads onaPan India basis.
During the year under review your Company has achieved a profit before tax of Rs. 52.10Crore which is 42.98% higher than the previous year's achievement of Rs.36.44Crore.
The Profit after Tax for the current year at Rs.34.14 Crore also increased by 48.28%against the previous year's results at Rs. 23.02Crore.
The above performance was contributed by increase in the turnover by 29.28% in itsMoney Changing Division - Rs.7564.66 Crore in the current year as against Rs.5851.60Crore in the previous year coupled with better margins & Improved Inventory and CashManagement have contributed to Company's bottom line.
In Money Transfer business activity the income decreased by 10.67 % to Rs 102.16 Crorein the current year as against Rs 114.35 Crore in the previous year. The reduction isprimarily on account of after effect of demonetization in late 2016-17 increase inprotectionism rising geopolitical tensions in select countries had impact on the growthof remittance flows.
Both the core activities of the company are regulated by Reserve Bank of India and thecompany constantly upgrades its systems and procedures to comply with the extantguidelines of regulatory body as providing continuous training to employees strengtheningits internal control and internal audit system not only helps in compliance but alsocontributing to the bottom line.
5. SUBSIDIARY/ASSOCIATE/JOINT VENTURE COMPANIES
The Company does not have any subsidiary Company.
Batot Hydro Power Ltd. Brahmanvel Energy Ltd. Khandesh Energy Projects Ltd. andWeizmann Corporate Services Ltd. are the Associates of the Company.
Horizon Remit SDN BHD Malaysia being a Joint Venture of the Company in the past doesnot continue to be the Joint Venture of the Company on account of change in control.
In accordance with Section 136 of the Companies Act 2013 read with Rule 10 of TheCompanies (Accounts) Rules 2014 a Company may forward statement of accounts containingthe salient features in the prescribed form and simultaneously ensure that copies of thefinancial statements including consolidated financial statements along with AuditorsReport Directors Report and other documents that is required to be attached are annexedwith the financial statements and made available for inspection at the registered officeof the company during working hours for a minimum period of 21 days prior to the meetingof the shareholders. Accordingly Accounts in the Abridged Form as prescribed in FormAOC-3 of the subject rules are being forwarded to all the members of the company withcomplete set of financial statements available at the registered office of the company aswell as on the website of the Company www.weizmannforex.com. Also salient features in thefinancial statement of associate companies and joint venture compiled in Form AOC-1 of thesubject Rules are attached to the financial statements.
No Company became or ceased to be an Associate or Joint Venture during the year underreview.
6. DIRECTORS AND KEY MANAGERIAL PERSONNEL
In accordance with the provisions of the Articles of Association of the Company andCompanies Act 2013 Mr. Chetan D. Mehra and Mr. Hitesh V. Siraj retires by rotation andbeing eligible have offered themselves for reappointment.
Ms. Smita Davda continues to be on Board. With effect from 3rd July 2017 onaccount of her appointment to office or place of profit she has been re-categorised asNon- Independent Director.
Mr. Nakul Chopra has been appointed as Additional Director (Independent) with effectfrom 13lh September 2017. Resolution for his appointment as Director has beenincluded in the Notice of 33rd Annual General Meeting.
Mr. Vishnu Kamath resigned as Independent Director w.e.f. 1st November 2017.
Mr. NiravShah resigned as Company Secretary and Compliance officer w.e.f. 31aDecember 2017. Ms. Shridevi Vungarala was appointed as Company Secretary and ComplianceOfficer w.e.f. 15lhFebruary2018.
The Board of Directors had six meetings during financial year 2017-18. Necessary quorumwas present for all the meetings.
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
Pursuant to provisions of the Companies Act and the Listing Regulations the Board hascarried out the annual performance evaluation of its own performance performance of theChairman the Committees and independent Directors without participation of the relevantDirector. The Nomination and Remuneration Committee of the Board continuously evaluatesthe performance of the Board and provides 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 COMPANIESACT 2013
An extract of Annual Return as at 31a March 2018 pursuant to section 92(3)of the Companies Act 2013 and forming part of this Report is attached as Annexure I tothis Report.
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 if any;
ii) that the Directors had selected such accounting policies and applied themconsistently and made judgments 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 Directors had taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of this Act for safeguardingthe assets of the Company for preventing 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; and
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 DECLARATION GIVEN BY INDEPENDENT DIRECTORS UNDER SECTION 149(6) OF THECOMPANIES 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 REM UNERATION INCLUDING CRITERIA FORDETERMINING QUALIFICATIONS POSITIVE ATTRIBUTES INDEPENDENCE OF A DIRECTOR KEYMANAGERIAL PERSONNELAND 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 to 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 theCompaniesAct 2013.
The personnel selected as Board Member or Key Management Personnel or other seniorpersonnel of the company are based on their requisite qualifications skills experienceand knowledge in the relevantfields.
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 company -http://www.weizmannforex.com/ investors/policies-documentation/
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 OF FOREIGN EXCHANGE EARNINGS AND OUTFLOW
Pursuant to Section 134 of the Companies Act 2013 read with The Companies (Accounts)Rules 2014 disclosure of particulars regarding Conservation of Energy Research andDevelopment Technology Absorption are not applicable to the Company.
The details of Foreign exchange earnings and outgo are as follows:
|Particulars ||Year E nded 31st March 2018 ||Year Ended 31st March 2017 |
|Foreign Exchange || || |
|Earnings in Foreign Exchange || || |
|Exports of Foreign Currency ||- ||1648.22 |
|Receipts from Money Transfer ||890135.17 ||1144092.53 |
| || || |
|Expenditure in Foreign Exchange || || |
|Travelling expenses ||33.27 ||54.14 |
|Commission payments ||67.67 ||71.48 |
|Import of Foreign Currency ||96581.34 ||67221.71 |
14. FIXED DEPOSITS
Your Company has not accepted any fixed deposits within the meaning of Section 73 ofthe Companies Act 2013 during the year.
15. SHARE CAPITAL
The paid up Equity Share Capital of the Company as on 31st March 2018 was X115643570/-.The company has not issued any new equity shares during the year.
16. PARTICULARS OF LOANS G UARANTEES OR INVESTMENTS U/S.186 OF THE COMPANIES ACT 2013
DETAILS OF LOANS GIVEN:
Batot Hydro P ower Ltd:
During the year no further Loans were given to Batot Hydro Power Ltd. & balance ason 31st March 2018 is X 44.81 Lac.
Windia I nfrastructure Rs inance Ltd.
During the year loan was given of f20087.35 Lac to Windia Infrastructure Finance Ltd& balance as on 31a March 2018 is Rs 392.78 Lac
Tapi E nergy P rojects Ltd
During the year loan of X 6167.21 Lac was given to Tapi Energy Projects Ltd.& balance as on 31March 2018 is X 45.83 Lac.
Details of Investments made during the year
During the year no fresh investments were made.
Details of Guarantees given
During the year there was no fresh Guarantee given by the Company.
17. PARTICULARS OF CONTRACTS OR ARRANGEMENT WITH RELATED PARTIES REFERRED TO IN SECTION188(1) OF THE COMPANIESACT 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.
18. POLICY ON RELATED PARTY TRANSACTIONS
The Company has framed a policy on related party transactions and the same has beenhosted on its website http://www.weizmannforex.c om/investors/polic ies- documentation.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 andRegulation 23 of SEBI (Listing Regulations and Disclosure Requirement) Regulations 2015and also the procedures to be followed in complying with the statutory provisions inrespect of related party transaction if any.
19. 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 alsovoluntarily constituted a Risk Management Committee for the above purpose. The company haslaid down detailed process in planning decision making organizing and controlling.
The Risk Management Policy has been hosted on the company's website:http://www.weizmannforex.com/investors/policies- documentation/
20. 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 Annexure11.
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://www.weizmannforex.com/investors/policies-documentation/.
21. ESTABLISHMENT OF VIGIL MECHANISM
The company has in place a vigil mechanism pursuant to which a Whistle Blower Policy isalso in vogue. Whistle Blower Policy covering all stakeholders including employees anddirectors of the company is hosted on the company's websitehttp://www.weizmannforex.com/investors/policies-documentation/.
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
There were no significant and material orders passed by the regulators or courts ortribunals impacting the going concern status and company's operation in future.
23. MATERIAL CHANGES AND COMMITMENTS IF ANY AFFECTING THE FINANCIAL POSITION OF THECOMPANY WHICH HAVE OCCURED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICHTHE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT
There were no material changes and commitments if any affecting the financialposition of the company which have occurred between the end of the financial year of theCompany to which the financial statements relate and the date of the report.
M/s. Sharp & Tannan LLP Chartered Accountants post reorganization from aPartnership firm to LLP were appointed as Statutory Auditors of your Company for theremaining term of three years from Financial Year 2017-18 to 2019-20 at the Annual GeneralMeeting held on 23rdAugust 2017.
In accordance with the Companies Amendment Act 2017 enforced on 7lh May2018 by the Ministry of Corporate Affairs the appointment of Statutory Auditors is notrequired to be ratified at every Annual General Meeting.
25. SECRETARIALAUDIT REPORT
Pursuant to requirement of section 204 of the Companies Act 2013 the Company hadappointed Shri Martinho Ferrao - Practicing Company Secretary (COP 5676) as SecretarialAuditor for financial year 2017-18 and whose report of 9lh May 2018 is attachedas a separate Annexure III. There are no adverse observations in the Secretarial Auditreport.
26. AUDITOR'S REPORT
The Report given by the Auditors on the financial statement of the Company is part ofthis Report. There has been no qualification reservation adverse remark or disclaimergiven by the Auditors in their Report.
27. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY
The Company has an Internal Control System commensurate with the size scale andcomplexity of its operations. The scope of the Internal Audit function is defined in theInternal Audit Manual.
The Internal Audit Department monitors and evaluates the efficacy and adequacy ofinternal control system in the Company its compliance with operating systems accountingprocedures and policies of the Company. The Internal Audit also includes both physical aswell as online transaction audit.
Based on the report of internal audit function process owners undertake correctiveaction in their respective areas and thereby strengthen the controls. Significant auditobservations and recommendations along with corrective actions thereon are presented tothe Audit Committee of the Board.
28. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORK PLACE (PREVENTIONPROHIBITION 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 redresscomplaints received regarding sexual harassment. All employees (permanent contractualtemporary trainees) are covered under this policy. During the year no complaints havebeen received.
29. CORPORATE GOVERNANCE
Your Company has complied with Corporate Governance requirements as prescribed underthe SEBI (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.
30. MANAGEMENT DISCUSSION ANDANALYSIS REPORT:
Management Discussion and Analysis Report as required under the Listing Agreement withstock exchanges is annexed as a separate Annexure Vforming part of this Report.
Your Directors place on record the valuable co-operation and assistance extended byReserve Bank of India Western Union Financial services Inc. GovernmentAuthoritiesBankers lending Institutions suppliers and Customers during the year under review. YourDirectors also place on record their appreciation for the committed services of theexecutives and staff of the Company.
| ||For and on behalf of the Board |
|Place : Mumbai ||Dharmendra G. Siraj |
|Dated : 29h May 2018 ||Chairman |
| ||DIN : 00025543 |