Welspun Enterprises Limited
The directors have pleasure in presenting the 26th Annual Report of the Company along with the Audited Financial Statements for the financial year ended March 31 2020.
1. FINANCIAL RESULTS:
|F.Y. 2019-20||F.Y. 2018-19||F.Y. 2019-20||F.Y. 2018-19|
|Revenue from operations||176005||173942||180759||178660|
|Share of pro t/ (loss) from associate and joint venture||-||-||(1878)||(1450)|
|Pro t Before Tax||21407||21217||20274||18713|
|Tax expenses/ (credit)||5473||7833||5161||8022|
|Pro t for the year||15934||15369||15113||12676|
|Other Comprehensive Income||15||(32)||23||(33)|
|Total Comprehensive Income||15949||15337||15136||12643|
|Earnings Per Share|
The financial statements have been prepared in accordance with the applicable accounting standards.
2. PERFORMANCE HIGHLIGHTS:
Performance highlights for the financial year ended March 31 2020 are as under:
(Rs. in lakhs)
|FY 2019-20||FY 2018-19||FY 2019-20||FY 2018-19|
|Revenue from Engineering Procurement and Construction (`EPC') and other operating income||176005||173478||179414||177597|
3. SCHEME OF AMALGAMATION:
The Hon'ble National Company Law Tribunal Ahmedabad Bench (`NCLT') pronounced order sanctioning the Scheme of Amalgamation of Anjar Road Private Limited (`ARPL' or the `Transferor Company') with Welspun Enterprises Limited (`WEL' or the `Transferee Company') and their respective shareholders and creditors (`the Scheme') on June 21 2019 which was made effective on July 20 2019.
4. R ECLASSIFICATION OF CO-PROMOTER AS PUBLIC SHAREHOLDER:
The Company was advised by the stock exchanges to re-initiate the process of reclassification in accordance with the Regulation 31A which was substituted vide SEBI (Listing Obligations and Disclosure Requirements) (Sixth Amendment) Regulations 2018 w.e.f. November 16 2018. Accordingly Intech Metals S.A. resubmitted fresh request vide letter dated November 14 2019 and approval of the shareholders was obtained for re-classification of promoters. The reclassification application was submitted to the stock exchanges and is pending for approval of the stock exchanges.
5. DIVIDEND & TRANSFER TO RESERVES:
The Board is pleased to recommend a dividend @ 20% for the year ended March 31 2020 i.e. Rs. 2/- per equity share of Rs. 10/- each fully paid up out of the net pro ts. In respect of dividend declared during the previous years Rs. 25.73 lakhs remained unclaimed as on March 31 2020.
The Company has appointed Ms. Priya Pakhare Company Secretary as the Nodal Officer for the purpose of co-ordination with Investor Education and Protection Fund Authority. Details of the Nodal Officer are available on the website of the Company at www.welspunenterprises.com.
As per the Dividend Distribution Policy of the Company the Board endeavors to achieve distribution of an amount of profit subject to maximum of 25% of Pro t after Tax for a financial year on consolidated basis or standalone basis whichever is higher. The amount of dividend together with the Dividend Distribution Tax for the year ended March 31 2020 works out to 18.63% of Pro t After Tax on standalone basis. The Policy is available on the Company's website at:
6. INTERNAL CONTROLS:
The Company has adequate internal control system which is commensurate with the size scale and complexity of its operations. The Company has a process in place to continuously monitor existing controls and identify gaps and implement new and / or improved controls wherever the effect of such gaps would have a material impact on the Company's operation.
7. SUBSIDIARIES / JOINT VENTURES / ASSOCIATE COMPANIES:
During the year Welspun Infrafacility Private Limited was incorporated as wholly owned subsidiary.
A report on the performance and financial position of each of the subsidiaries/ joint venture/ associate companies included in the consolidated financial statements is presented in Form AOC-1 annexed to this Report as Annexure - 1.
The Company's policy on Material Subsidiary as approved by the Board is uploaded on the Company's website www.welspunenterprises.com and a web link thereto is:
8. AUDITORS AND AUDITORS' REPORT:
a) Statutory Auditors
The Company's Auditors M/s. MGB & Co. LLP Chartered Accountants who have been appointed as the Auditors of the Company for the period up to the conclusion of the 26th Annual General Meeting subject to rati cation by the members of the Company at every Annual General Meeting have given their consent for reappointment as the Auditors for the second term of ve years. They are holding a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India. Members are requested to ratify their appointment as the Auditors of the Company and to x their remuneration as recommended by the Board by passing an ordinary under Section 139 of the Companies Act 2013.
Total fees for all services paid by the Company and its subsidiary/ joint venture/ associate companies on a consolidated basis to the Auditors and all entities in the network rm/network entity of which the auditor is a part during the financial year under Report is Rs. 70.40 lakh.
The Auditors' observation if any read with Notes to Accounts are self-explanatory and therefore do not call for any comment.
b) Cost Auditors
Pursuant to the provisions of Section 148 of the Companies Act 2013 read with Rule 14 of the Companies (Audit and Auditors) Rules 2014 the Board of Directors of the Company on the recommendation of the Audit Committee has appointed M/s. Kiran J. Mehta and Co. Cost Accountants (Firm Registration Number 000025) as the Cost Auditors of the Company for the financial year 2020-21. Members are requested to ratify their remuneration by passing an ordinary resolution.
As required under the Companies (Accounts) Rules 2014 the cost accounting records as specified by the Central Government under Section 148(1) of the Companies Act 2013 were made and maintained by the Company.
The Company had appointed M/s. Kiran J. Mehta & Co. Cost Accountants as the Cost Auditors of the Company for the financial year 2019-20. The Cost Audit Report for the year 2018-19 was e- led on August 28 2019. The Cost Audit for the financial year 2019-20 is in progress and the report will be e- led to Ministry of Corporate A airs Government of India in due course.
c) Secretarial Auditors
Pursuant to the provisions of Section 204 of the Companies Act 2013 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 the Board of Directors of the Company had appointed M/s. Mihen Halani & Associates Company Secretaries as the Secretarial Auditors of the Company for the financial year 2019-20.
The Secretarial Audit Report for the financial year ended March 31 2020 is annexed with the report as Annexure 2. There is no quali cation reservation or adverse remark or disclaimer made by the Company Secretary in Practice in the Secretarial Audit Report.
The Board of Directors has appointed M/s. Mihen Halani & Associates Company Secretaries as the Secretarial Auditors of the Company for the financial year 2020-21.
d) Details in respect of frauds reported by Auditors other than those which are reportable to the Central Government
The Statutory Auditors of the Company have not reported any fraud to the Audit Committee or to the Board of Directors under Section 143(12) of the Companies Act 2013 read with Rule 13 of the Companies (Audit and Auditors) Rules 2014.
9. SHARE CAPITAL & LISTING
a) Issue of equity shares with differential rights
The Company does not have any equity shares with differential rights.
b) Issue of sweat equity shares
During the year under report the Company has not issued any sweat equity share.
c) Issue of employee stock options
During the financial year 2019-20 375000 equity shares were allotted to the ESOP grantees who had exercised the option attached to the Welspun Enterprises Limited Employees Stock Option Plan-2017 (WEL ESOP Scheme 2017).
The applicable disclosures as stipulated under Regulation 14 of the SEBI (Share Based Employee Benefits) Regulations 2014 read with SEBI circular no. CIR/CFD/POLICY CELL/2/2015 dated June 16 2015 with regard to WEL ESOP Scheme 2017 are available on the website of the Company at www.welspunenterprises.com and weblink thereto is:
https://www.welspunenterprises.com/user les/ le/WEL%20ESOP%202019-20.pdf
The particulars required to be disclosed pursuant to the SEBI (Share Based Employee Benefits) Regulations 2014 and Rule 12(9) of the Companies (Share Capital and Debentures) Rules 2014 are given below:
|Particulars||WEL ESOP Scheme -2017|
|a Options granted during FY 2019-20||Nil|
|b Options vested during FY 2019-20||600000|
|c Options exercised during FY 2019-20||375000|
|d Total number of shares arising as a result of exercise of Options||375000|
|e Options lapsed||Nil|
|f Exercise Price||Nil|
|g Variation of terms of options||Date of vesting of the last tranche was changed from 10.10.2022 to 14.07.2022 pursuant to approval of shareholders obtained at Annual General Meeting held on August 14 2018.|
|h Money realized by exercise of options||Nil|
|i Total number of options in force||2075000|
|j Employee wise details of options granted to||Key Managerial Personnel Other employee who receives a grant of options in any one year of option amounting to ve percent or more of options granted during that year.||No fresh option was granted during the year.|
|Employees who were granted option during any one year equal to or exceeding one percent of the issued capital (excluding outstanding warrants and conversions) of the company at the time of grant.|
|k Diluted Earnings Per Share (Rs.)||10.61|
|l Weighted-average exercise price (Rs.)||Nil|
|m Weighted-average fair values of options (Rs.) - As per Black Scholes Valuation model||139.30|
d) Provision of money by Company for purchase of its own shares by employees or by trustees for the benefit of employees
The Company has not made any provision of money for the purchase of or subscription for shares in the Company to be held by or for the benefit of the employees of the Company and hence the disclosure as required under Rule 16(4) of the Companies (Share Capital and Debentures) Rules 2014 is not required.
e) Listing with the stock exchanges
i The Company's equity shares are listed on the BSE Limited (BSE) and the National Stock Exchange of India Limited (NSE).
ii The Company is in process of listing rated listed secured redeemable non-convertible debentures of Rs. 375 crore on the wholesale debt market segment of BSE Limited.
iii As at March 31 2020 outstanding unsecured Commercial Papers (CPs) stood at Rs. 95 crore out of which CPs amounting to Rs. 75 crore are listed on the National Stock Exchange of India on March 27 2020.
Annual listing fees for the year 2020-21 have been paid to BSE and NSE.
f) Disclosure with respect to shares held in unclaimed suspense account
The details of unclaimed shares account as required to be disclosed pursuant to Point F to Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 are as under:
|Aggregate number of shareholders and the outstanding shares in the unclaimed shares account lying at the beginning of the year||Number of shareholders who approached issuer for transfer of shares from unclaimed shares account during the year||Number of shareholders to whom shares were transferred from unclaimed shares account during the year||Aggregate number of shareholders and the outstanding shares in the unclaimed shares account lying at the end of the year|
|No. of Shares||No. of Holders||No. of Shares||No. of Holders||No. of Shares||No. of Holders||No. of Shares||No. of Holders|
|31224 ||209||0||0||0||0||31224 ||209|
The voting rights on these shares shall remain frozen till the rightful owner of such shares claims the shares.
a) Credit Rating
The details of credit rating assigned to the Company are as follows:
|Facilities||Rating Agency||Change in the Credit Rating as the end of the year|
|Long term bank facilities||Brickwork Ratings India Private Limited||BWR AA-; Stable (Double A Minus; Outlook : Stable)|
|Long term / Short term bank facilities||Brickwork Ratings India Private Limited||BWR AA-; Stable (Double A Minus; Outlook : Stable)|
|Commercial Papers||Credit Analysis & Research Limited / Brickwork Ratings India Private Limited||CARE A1+ / BWR A1+|
The Company has not accepted any deposit within the meaning of Chapter V to the Companies Act 2013. Further no amount on account of principal or interest on deposit was outstanding as at the end of the year under report.
11. EXTRACT OF THE ANNUAL RETURN:
An extract of the annual return in Form MGT-9 of the Companies (Management and Administration) Rules 2014 is attached to this Report as Annexure 3 and is also placed on the website of the Company and can be accessed at www.welspunenterprises.com.
12.CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND
FOREIGN EXCHANGE EARNINGS AND OUTGO:
Energy conservation -
In the area of alternate energy the Company has taken initiatives beyond its normal scope of works. At our Delhi Meerut Expressway Package-I project an entire solar power plant of capacity 1050 kW at an investment of Rs 7.5 crore has been installed. This power plant installed on the Yamuna bridge has generated 11.8 lacs units of green energy in FY 19-20 to meet the requirements of the complete 8.716 km stretch thereby reducing the intake from the power grid.
Another initiative to reduce our carbon footprint is the installation of LED light bulbs for street lighting at our Delhi Meerut Expressway Package-I project reducing our power consumption.
b) Technology Absorption -
i SAP PS-Module is used to monitor the physical and financial progress on all our projects.
ii SAP GRC which is a modern access controls module is implemented for monitoring the user access risk's and to reduce the process complexity and cut costs while protecting organizations reputation and financial well-being.
iii Microsoft SharePoint Document Management System (DMS) is implemented and is being used efficiently for managing the sensitive and vulnerable information within the organization.
iv Application Stithi has been developed which is a GPS based technology is being implemented for recording the Site engineers attendance and their movement all across the project sites. This technology provides better connect and engagement with employees.
c) Details of Foreign exchange earnings and outgo- Foreign exchange earnings Nil Foreign exchange outgo Rs 356 lakhs
13. CORPORATE SOCIAL
The key philosophy of all CSR initiatives of the Company is enshrined in the three E's which have become guiding principles of the CSR initiatives Education Empowerment (of Women) and Environment & Health.
The CSR Policy is hosted on the Company's website www.welspunenterprises.com and a web link thereto is: http://www.welspunenterprises.com/user les/ le/CSR%20Policy%20-.pdf
Disclosures as required under Rule 9 of the Companies (Corporate Social Responsibility Policy) Rules 2014 are annexed to this Report as Annexure 4.
14. DIRECTORS AND KEY MANAGERIAL PERSONNEL:
The Company's Board comprises of a mix of executive and non-executive directors with considerable experience and expertise across a range of elds such as finance accounts general management and business strategy. The details of the directors and their meetings held during the year have been given in the Corporate Governance Report which forms part of the Annual Report.
a) Changes in Directors and Key Managerial Personnel
Since the last report the following changes took place in the composition of the Board of Directors:
|Mr. Raghav Chandra||Appointed as an Independent Director w.e.f. May 15 2019|
|Mrs. Mala Todarwal||Ceased to be director w.e.f. August 4 2019 on account of completion of second term as Independent Director|
|Mr. Dhruv Kaji||Resigned w.e.f. August 9 2020 for personal reasons|
|Mr. Shriniwas Kargutkar||Retired from the position of Chief Financial Officer of the Company w.e.f. October 31 2019.|
|Mr. Ved Mani Tiwari||Appointed as Deputy Chief Executive Officer of the Company w.e.f. April 1 2020.|
|Mr. Akhil Jindal||Appointed as Interim Chief Financial Officer of the Company w.e.f. April 30 2020.|
|Mr. Sridhar Narasimhan||Appointed as Chief Financial Officer of the Company w.e.f. May 18 2020.|
The tenure of appointment of Mr. Balkrishan Goenka as the Whole Time Director of the Company expired on May 28 2020. He was re-appointed for a period of 5 years w.e.f. June 1 2020.
In accordance with the provisions of the Companies Act 2013 and the Articles of Association of the Company Mr. Rajesh Mandawewala (DIN : 00007179) is retiring by rotation at the forthcoming Annual General Meeting and being eligible has been recommended for re-appointment as a director liable to retire by rotation by the Board.
Details about the directors being appointed / re-appointed are given in the Notice of the forthcoming Annual General Meeting being sent to the members along with the Annual Report.
b) Declaration by Independent Director(s)
The independent directors on the Board of the Company have given declaration that they meet the criteria of independence as provided under Section 149(6) of the Companies Act 2013 at the time of their respective appointment and there is no change in the circumstances as on the date of this report which may affect their status as an independent director.
Your Board con rms that in its opinion the independent directors fulfill the conditions prescribed under the SEBI (LODR) 2015 and they are independent of the management. All the independent directors on the Board of the Company are registered with the Indian Institute of Corporate A airs Manesar Gurgaon as notified by the Central Government under Section 150(1) of the Companies Act 2013 and as applicable shall undergo online pro ciency self-assessment test within the time prescribed by the IICA .
c) Formal Annual Evaluation
The Company followed the evaluation process with specific focus on the performance vis-a-vis the plans meeting of challenging situations performing of leadership role within and effective functioning of the Board etc. which was in line with the SEBI Guidance Note on Board Evaluation dated January 5 2017. The evaluation process invited through IT enabled platform sought graded responses to a structured questionnaire for each aspect of the evaluation viz. time spent by each of the directors; accomplishment of specific responsibilities and expertise; conflict of interest; integrity of the Director; active participation and contribution during discussions. For the financial year 2019-20 the annual performance evaluation was carried out by the Independent Directors Nomination and Remuneration Committee and the Board which included evaluation of the Board Independent Directors Non-independent Directors Executive Directors Chairman Committees of the Board Quantity Quality and Timeliness of Information to the Board. All the results were satisfactory.
d) Familiarization program for Independent Directors
The familiarization program aims to provide the Independent Directors with the scenario of the infrastructure industry the socio-economic environment in which the Company operates the business model the operational and financial performance of the Company significant development so as to enable them to take well-informed decisions in timely manner. The familiarization program also seeks to update the directors on their roles responsibilities rights and duties under the Act and other statutes.
The policy on Company's familiarization program for independent directors is hosted on the Company's website www.welspunenterprises.com and a web link thereto is: http://welspunenterprises.com/user les/ le/Fam iliarisation%20program%20WEL(LODR)-03_05_2019.pdf
e) Policy on directors' appointment remuneration and other details
The salient features of the Company's Nomination and Remuneration Policy on directors' appointment remuneration and other matters provided in Section 178(3) of the Companies Act 2013 has been disclosed in Point No. V. NOMINATION AND REMUNERATION COMMITTEE of the Corporate Governance Report which forms part of the Annual Report.
f) Number of meetings of the Board
The Board met 7 times during the financial year 2019-20 the details of which are given in the Corporate Governance Report forming part of the Annual Report. The maximum interval between any two meetings did not exceed 120 days as prescribed in the Companies Act 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015.
g) Committee of the Board of Directors
Information on the Audit Committee the Nomination and Remuneration Committee the Stakeholders' Relationship Share Transfer and Investor Grievance Committee Corporate Social Responsibility Committee and meetings of those Committees held during the year is given in the Corporate Governance Report.
15. VIGIL MECHANISM:
The Company has adopted Whistle Blower Policy and Vigil Mechanism for its directors and employees in terms of provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 and the Companies Act 2013 and no personnel have been denied access to the Audit Committee. Protected Disclosures and other communication can be made in writing by an email addressed to the Chairman of the Audit Committee.
The policy on Whistle Blower Policy and Vigil Mechanism is disclosed on the Company's website and a web link thereto is as under: http://www.welspunenterprises.com/user les/ le/ Whistle%20Blower%20Policy%20and%20Vigil%20 Mechanism.pdf
16. LOANS GUARANTEES AND INVESTMENTS:
Pursuant to Section 186(11)(a) of the Companies Act 2013 the Company being engaged in the business of providing infrastructural facilities is exempt from the requirement of providing the particulars of loans made guarantees given or securities provided or any investment made.
17. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:
All related party transactions that were entered into by the Company during the year under report were on an arm's length basis and were in the ordinary course of business to serve the mutual needs and the mutual interest.
For the details of the related party transactions please refer Note No. 50 of Notes to Accounts to the standalone financial statements.
The Audit Committee has given its omnibus approval for the transactions which could be envisaged and the same is valid for one financial year.
The Company's policy on dealing with Related Party Transactions as required under Regulation 23 of LODR is disclosed on the Company's website www.welspunenterprises.com and a web link thereto is as under: http://www.welspunenterprises.com/user les/ le/ Related%20Party%20Transaction%20Policy.pdf
18. MANAGERIAL REMUNERATION:
a) Details of the ratio of the remuneration of each director to the median employee's remuneration and other details as required pursuant to Section 197(12) of the Companies Act 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 are as under:
I. The ratio of remuneration of Mr. Balkrishan Goenka Chairman (Executive) and Mr. Sandeep Garg Managing Director to the median remuneration of the employees of the Company was 1:163 and 1:90 (Consolidated) and 1:136 and 1:75 (Standalone) (including the value of ESOPs and remuneration from associate company) respectively.
ii. The percentage increase in remuneration of each director Chief Financial Officer Company Secretary or Manager if any in the financial year : Managing Director - 0 % (excluding ESOP) Chief Financial Officer - 7% (retired w.e.f. October 31 2019 ) and Company Secretary - 12%.
iii.The percentage increase in the median remuneration of employees in the financial year 2019-20 was 12% (Consolidated) and -2% (Standaolne)
iv. As on March 31 2020 the Company had 384 permanent employees on its rolls whereas permanent employees for the Company and its subsidiaries stood at 482 employees
v. Market Capitalization of the Company as on March 31 2020 was Rs. 59012 lakhs and as on March 31 2019 it was Rs. 157634 lakhs.
vi. The share price increased to Rs. 39.75 /- (NSE closing Price) as on March 31 2020 in comparison to Rs. 30 (the rate at which the Company came out with the public issue in the year 2004).
vii.Average percentile increase in the salaries of employees (other than the managerial personnel) and of the managerial personnel in the FY 2019-20 was ~9 % and 11 % respectively. Higher percentile rise in managerial remuneration viz-a-viz percentile rise in remuneration to the other employees was to appropriately compensate the managerial personnel for handling key managerial responsibilities in increasingly competitive and challenging business environment.
viii.The Pro t before Tax (before exceptional items) of the Company for FY 2019-20 was Rs.21407/- lakhs whereas Managing Director's the Chief Financial Officer's and the Company Secretary's remuneration were Rs. 360 lakhs (includes Rs. 120 Lakh paid from associate company but excluding ESOP); Rs. 85.22 lakhs (CFO retired w.e.f. October 31 2019 and this amount includes leave encashment) and Rs. 15.70 lakhs respectively.
ix. We a rm that the remuneration is as per the remuneration policy of the Company.
b) Details of the top ten employee in terms of remuneration drawn and name of every employee of the Company as required pursuant to Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 are as under:
|Name||Designation||Age (yrs)||DOJ||Current CTC (Rs. in lakhs) #||Quali cation and experience||Previous Company||Nature of Employment (whether contractual or permanent)||% Of Equity Shares held in the Company||Relative of any Director/ Manager of the company||DOL/ Transfer|
|Balkrishan Goenka||Executive Chairman||53||29.05.2015||750 ||B.Com 35 years||Not applicable||Contractual||Negligible||No||-|
|Sandeep Garg||MD||59||16.07.2012||515.80||BE 38 years||IL&FS||Contractual||1.21||No||-|
|Akhil Jindal||Director*||50||01.07.2015||326.88||BE & MBA 26 years||S Kumar Group||Permanent||0.19||No||-|
|Deepak Chauhan||Director*||48||01.09.2017||231.39||B Com/ LLB/ LLM 24 years||GVK Power & Infrastructure Ltd||Permanent||0.03||No||-|
|Jitendra Jain||President||49||01.10.2018||193.89||PGD - Finance 24 years||GMR||Permanent||-||No||-|
|Banwari Lal Biyani||Director*||60||01.08.2014||194.45||AICWA 41 years||Ispat Industrial Ltd.||Permanent||Negligible||No||-|
|Asim Chakraborty||Director*||59||01.07.2016||178.56||BE 38 years||Gherzi Eastern Ltd||Permanent||0.01||No||-|
|Yogen Lal||Director*||52||12.06.2018||150.65||BE 27 years||D.Thakkar Const. Pvt. Ltd.||Permanent||-||No||-|
|Asim Tewari||President||51||07.01.2019||135.00||BE/MPM 27 Years||Bharat Roads Network Limited||Permanent||-||No||-|
|Girirajan||Senior Vice||54||26.12.2018||118.00||BE 29 years||Tarkett Flooring||Permanent||-||No||30.06.19|
|Rajesh Kumar||President||India Pvt. Ltd.|
|* Not on the Board of the Company||% Includes Rs. 120 lakhs paid from associate company|
|# In addition the Company has provided for commission @2% of consolidated profits in the financial statement of the Company.|
Particulars of the remuneration payable to the executive directors of the Company for the year under report is as under:
(Rs. in lakhs)
|Particulars||Mr. Balkrishan Goenka- Chairman (Executive)||Mr. Sandeep Garg Managing Director|
|Salary & Allowance||750.00||360.00$|
|Details of fixed component||Nil||Nil|
|Service Contract/Term of appointment||*5 years from May 29 2015 to May 28 2020||5 years from July 16 2017 to July 15 2022|
|Notice Period (as per Company policy)||3 months||3 months|
|Stock Options||Nil||WEL ESOP 2017:|
|No. of ESOPs||Date of Grant||Date of Vesting ||Date of Exercise|
|3000000||10.10.2017||At the rate of 20% of the total ESOPs granted at each anniversary from 1st to 4th anniversary of the date of grant in quantum of 20% of the total ESOPs granted and the vesting of remaining 20% of the total ESOPs granted shall happen on July 14 2022.||Upto 3rd anniversary from the date of Vesting of ESOPs|
# The Company has provided for commission @ 2% of consolidated profits in the financial statement of the Company.
$ Includes Rs. 120 lakhs paid from associate company
*The Board of Directors approved appointment of Mr. Balkrsihan Goenka for a term of 5 years with effect from June 01 2020.
c) No remuneration or perquisite was paid to and no service contract was entered into with the non-executive directors (including independent directors) of the Company except for the payment of the following sitting fees for attending meetings of Board / Committees of the Board/general meetings for the F.Y. 2019-20.
|Name of the Director||Sitting Fees (Rs.)|
|1. Mr. Mohan Tandon #||867000|
|2. Mr. Dhruv Kaji *||186000|
|3. Ms. Mala Todarwal||90000|
|4. Dr. Aruna Sharma @||769000|
|5. Mr. Raghav Chandra||514000|
|* Resigned w.e.f. August 9 2019||@ Appointed w.e.f. May 15 2019|
|# Ceased to be Director w.e.f. August 4 2019 on completion of second term as Independent Director|
The above mentioned sitting fees paid to the non-executive directors was in line with the Nomination and Remuneration Policy of the Company. The sitting fees paid to the directors was within the limits prescribed under the Companies Act 2013 for payment of sitting fees and therefore prior approval of the members as stipulated under Regulation 17(6) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 was not required.
d) Mr. Sandeep Garg Managing Director of the Company was neither in receipt of any commission from the Company nor remuneration or commission from the subsidiary companies.
e) Mr. Balkrishan Goenka Chairman (Executive) of the Company who was in receipt of remuneration of Rs. 750 lakhs from the Company and was eligible for commission of 2% of the annual profit (excluding pro t/loss from capital receipts and assets disposition) of the Company on consolidated basis was not in receipt of any remuneration or commission from the subsidiary companies.
f) Apart from Sitting Fees for meetings there is no pecuniary transaction entered into by the non-executive directors with the Company.
19. SHAREHOLDING OF THE DIRECTORS OF THE COMPANY AS ON MARCH 31 2020:
Refer Corporate Governance Report for detail of shareholding of directors.
Except as mentioned in the Corporate Governance Report none of the other Directors hold any shares in the Company.
20. CORPORATE GOVERNANCE CERTIFICATE:
The Compliance certificate obtained from M/s. Mihen Halani & Associates Company Secretaries regarding compliance of conditions of corporate governance as stipulated under Part E of Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 is annexed with this Report.
21. RISK MANAGEMENT POLICY:
Businesses are facing an environment of unprecedented complexity and uncertainty in view of the impact of pandemic on global macroeconomic and microeconomic fundamentals. Prudent business management practices are the only way companies can pursue the strategic objectives of value creation of all stakeholders. With the above in view the Company has constituted an Enterprise Risk Management Committee (ERMC) of senior executives headed by Managing Director of the Company. The ERMC is continuously scanning strategic business nancial regulatory and operational risks which may adversely impact pursuance of the strategic direction the Company has embarked upon.
As part of the Risk Management framework there are defined Standard Operating Procedures (SOP) to evaluate risks at various levels and stages of the company at the Enterprise level and at the Project level both during prebid stage and during the project execution stage. The SOPs envisages identi cation of specific Enterprise/Project level risks with the probability of occurrence and the impact that these may have on the business objectives and mitigation measures thereof.
For the key business risks identified by the Company please refer to the Management Discussion and Analysis annexed to this Report.
During the year under Report there was no change in the general nature of business of the Company.
No material change or commitment has occurred which would have affected the financial position of the Company between the end of the financial year to which the financial statements relate and the date of the report.
During the year under Report no funds were raised through preferential allotment or qualified institutional placement.
No significant and material order was passed by the regulators or courts or tribunals which would have impacted the going concern status and the Company's operations in future.
Further during the year under review no case of sexual harassment was reported to the Internal Complaints Committee formed under the provisions of the Sexual Harassment of Women at workplace (Prevention Prohibition and Redressal) Act 2013.
Disclosure of number of complaints led disposed of and pending in relation to the Sexual Harassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013 as on the end of the financial year under Report are as under:
number of complaints filed during the financial year Nil
number of complaints disposed of during the financial year Not applicable
number of complaints pending as on end of the financial year - Nil
The Board of Directors a rms that the Company has complied with the applicable Secretarial Standards issued by the Institute of Companies Secretaries of India.
23. DIRECTORS' RESPONSIBILITY STATEMENT:
Pursuant to Section 134(3)c & 134(5) of the Companies Act 2013 the Directors hereby con rm that:
a) in the preparation of the annual accounts the applicable accounting standards have been followed along with proper explanation relating to material departures;
b) the directors selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of a airs of the Company at the end of the financial year and of the profit and loss of the Company for that period;
c) the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
d) the directors had prepared the annual accounts on a going concern basis;
e) being a listed Company the directors have laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and are operating effectively; and
f) the directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.
The directors thank the government authorities financial institutions Banks Customers Suppliers Shareholders Employees and other business associates of the Company who through their continued support and co-operation have helped as partner in the Company's progress and achievement of its objectives.
|For and on behalf of the Board of Directors|
|Date: June 1 2020||DIN: 00270175|