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Welspun Enterprises Ltd.

BSE: 532553 Sector: Infrastructure
NSE: WELENT ISIN Code: INE625G01013
BSE 00:00 | 27 Jan 140.40 -4.80
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146.00

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136.40

NSE 00:00 | 27 Jan 140.45 -4.90
(-3.37%)
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HIGH

146.95

LOW

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OPEN 146.00
PREVIOUS CLOSE 145.20
VOLUME 36113
52-Week high 174.80
52-Week low 69.00
P/E 17.70
Mkt Cap.(Rs cr) 2,106
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 146.00
CLOSE 145.20
VOLUME 36113
52-Week high 174.80
52-Week low 69.00
P/E 17.70
Mkt Cap.(Rs cr) 2,106
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Welspun Enterprises Ltd. (WELENT) - Director Report

Company director report

To

The Members

Welspun Enterprises Limited

The directors have pleasure in presenting the 28th Annual Report of theCompany along with the Audited Financial Statements for the financial year ended March 312022.

1. FINANCIAL RESULTS:

(Rs in lakhs)
Particulars Standalone Consolidated
FY 2021-22 FY 2020-21 FY 2021-22 FY 2020-21
Revenue from operations 130694 141019 140140 152951
Other Income 3780 2897 17359 14201
Total Income 134474 143916 157499 167152
Total Expenditure 122874 129811 140832 148455
Share of profit/ (loss) from associate - - 68 (725)
and joint venture
Pro t Before Tax 11600 14105 16735 17972
Exceptional Items - - - -
Tax expenses/ (credit) 2256 3360 4125 4954
Pro t for the year 9344 10745 12610 13018
Other Comprehensive Income 139 31 140 46
Total Comprehensive Income 9483 10776 12750 13064
Earnings Per Share
Basic (Rs) 6.27 7.22 8.37 8.67
Diluted (Rs) 6.24 7.17 8.33 8.60

The financial statements have been prepared in accordance with theapplicable accounting standards.

2. PERFORMANCE HIGHLIGHTS:

Performance highlights for the financial year ended March 31 2022 areas under:

(Rs in lakhs)
Particulars Standalone Consolidated
FY 2021-22 FY 2020-21 FY 2021-22 FY 2020-21
Revenue from Engineering Procurement and 130694 141019 139048 151917
Construction (‘EPC') and other operating income
Water Supply Charges - - 1092 1034

Since the last report the following developments took place:

ROAD PROJECTS:

• The HAM projects of Chikhali - Tarsod (CTHPL) and Amravati(AM-2) successfully achieved Provisional Completion in August 2021 and November 2021respectively.

• Completion Certificate in respect ofGagalheri-Saharanpur-Yamunanagar Project (Hybrid Annuity Model) received from the NationalHighways Authority of India (NHAI) on February 10 2022.

• Letter of Award for an additional contract of Rs 1600 crore(inclusive of GST) for Six-laning of Varanasi-Aurangabad Section of NH-2 from Km 786+000to Km 978+400 (Length – 192.4 km) in the State of Uttar Pradesh and Bihar("Project") issued by the client Soma Indus Varanasi Aurangabad Tollway Pvt.Ltd.

• Company received Provisional Certificate for CommercialOperation ("PCOD") effective March 31 2022 from National Highways Authority ofIndia ("NHAI") for a length of 53.763 km (77.96%) out of total project length of68.960 km in respect of 8- laning of section of NH-1 (New NH-44) from Mukarba Chowk toPanipat on BOT (Toll) Basis.

WATER PROJECTS:

• The company is executing its first order in this focus sectorbeing selected to implement rural water supply projects in three divisions in UttarPradesh for a value of around Rs 2500 crore.

FINANCING / REFINANCING:

Chutmalpur-Ganeshpur & Roorkee-Chutmalpur-Gagalheri (CGRG)

• Refinanced outstanding project debt of ~ Rs 484 Crore atan interest rate of 7.75% p.a. vis a vis erstwhile interest rate of ~ 10.25% p.a.

• Refinancing included Top-up facility of Rs 58 Crore.

Gagalheri-Saharanpur-Yamunanagar (GSY)

• Refinanced outstanding project debt of ~ Rs 608 Crore atan interest rate of 7.75% p.a. vis a vis erstwhile interest rate of ~ 10.25% p.a.

• Refinancing included Top-up facility of Rs 63 Crore.

Chikhali-Tarsod (CTHPL)

• Refinanced outstanding project debt of ~ Rs 540 Crore atan interest rate of 7.25% p.a. vis a vis erstwhile interest rate of ~ 8.70% p.a. WorkingCapital – Limit Enhancement

• Enhanced working capital limit of Rs 2200 Crore against earlierapproved limit of Rs 1200 Crore.

COVID RESPONSE:

• Ensured continuity of business operations at all sites andoffices with minimum disruptions due to the second wave of COVID. Extensive precautionstaken at site-level for employee safety and protocols established for working at home andoffice locations.

3. DIVIDEND & TRANSFER TO RESERVES:

The Board is pleased to recommend a dividend

@ 15% for the year ended March 31 2022 i.e.

Rs 1.50/- per equity share of Rs 10/- each fully paid up out of the netprofits. In respect of dividend declared during the previous years Rs 5.24 lakhs remainedunclaimed as on March 31 2022.

The Company has appointed Ms. Priya Pakhare Company Secretary as theNodal Officer for the purpose of co-ordination with Investor Education and Protection FundAuthority. Details of the Nodal Officer are available on the website of the Company atwww.welspunenterprises.com.

As per the Dividend Distribution Policy of the Company the Boardendeavors to achieve distribution of an amount of profit subject to maximum of 25% ofProfit after Tax for a financial year on consolidated basis or standalone basiswhichever is higher. The amount of dividend for the year ended March 31 2022 works out to17.8% of Profit After Tax on Consolidated basis. The Policy is available on the website ofthe Company at "https://www.welspunenterprises. com" under the tab –"Investor Relations – Policy".

4. INTERNAL CONTROLS:

The Company has adequate internal control system which is commensuratewith the size scale and complexity of its operations. The Company has a process in placeto continuously monitor existing controls and identify gaps and implement new and / orimproved controls wherever the effect of such gaps would have a material impact on theCompany's operation.

The Internal Audit Plan is approved by the Audit Committee and theBoard at the start of each Financial Year. The internal controls adherence toCompany's policies and various compliances are reviewed and the risks in theCompany's operations are identified. A summary of significant observations and followup actions are presented to the Audit Committee.

5. SUBSIDIARIES/JOINT VENTURES/

ASSOCIATE COMPANIES:

A report on the performance and financial position of each of thesubsidiaries/ joint venture/ associate companies included in the consolidated financialstatements is presented in Form AOC-1 annexed to this Report as Annexure - 1.

Financial statements of the subsidiaries / joint venture companies arehosted on the website of the Company at "https:// www.welspunenterprises.com"under the tab - "Investor Relations – Financial Results".

The Company's policy on Material Subsidiary as approved by theBoard is uploaded on the website of the Company at "https://www.welspunenterprises.com" under the tab – "Investor Relations –Policy".

6. AUDITORS AND AUDITORS' REPORT: a) Statutory Auditors

The appointment of M/s. MGB & Co. LLP Chartered Accountants(having Firm Registration Number with the Institute of Chartered Accountants of India -101169W/W-100035) as the Statutory Auditors of the Company for a second term of 5 (five)consecutive years to hold office from conclusion of the 26th Annual General Meeting untilthe conclusion of 31st Annual General Meeting was approved at the Annual General Meetingheld on June 30 2020. They are holding a valid certificate issued by the Peer ReviewBoard of the Institute of Chartered Accountants of India.

It was proposed to continue with the appointment of M/s. MGB & Co.LLP Chartered Accountants as Statutory Auditors of the Company for the period commencingfrom the conclusion of the 28th Annual General Meeting until the conclusion of 29th AnnualGeneral Meeting at revised remuneration of Rs 42 lakh p.a. plus applicable taxes andout-of-pocket expenses.

Members are requested to approve revision in remuneration of theStatutory Auditors as recommended by the Board by passing an ordinary resolution underSection 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 allentities in the network firm/network entity of which the auditor is a part during thefinancial year under Report is Rs 63.49 lakh.

The Auditors' observation if any read with Notes to Accounts areself-explanatory and therefore do not call for any comment.

b) Cost Auditors

Pursuant to the provisions of Section 148 of the Companies Act 2013read with Rule 14 of the Companies (Audit and Auditors) Rules 2014 the Board ofDirectors 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 CostAuditors of the Company for the financial year 2022-23. Members are requested to ratifytheir remuneration by passing an ordinary resolution.

AsrequiredundertheCompanies(Accounts) Rules 2014 the cost accountingrecords as specified by the Central Government under Section 148(1) of the Companies Act2013 were made and maintained by the Company.

The Company had appointed M/s. Kiran J. Mehta & Co. CostAccountants as the Cost Auditors of the Company for the financial year 2021-22. The CostAudit Report for the year 2020-21 was e-filed on September 28 2021. The Cost Audit forthe financial year 2021-22 is in progress and the report will be e-filed to Ministry ofCorporate Affairs Government of India in due course.

c) Secretarial Auditors

Pursuant to the provisions of Section 204 of the Companies Act 2013read 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 ofthe Company for the financial year 2021-22.

The Secretarial Audit Report for the financial year ended March 312022 is annexed with the report as Annexure – 2. There is no qualificationreservation or adverse remark or disclaimer made by the Company Secretary in Practice inthe Secretarial Audit Report.

The Board of Directors has appointed M/s. Mihen Halani &Associates Company Secretaries as the Secretarial Auditors of the Company for thefinancial year 2022-23.

For the financial year Welspun Road Infra Private Limited and WelspunInfrafacility Private Limited are the material subsidiaries of the Company. TheSecretarial Audit Report of the material subsidiaries does note contain any qualificationor adverse remark and is annexed herewith and marked as Annexure - 3 of this Report.

d) Details in respect of frauds reported by Auditors other than thosewhich are reportable to Central Government

The Statutory Auditors of the Company have not reported any fraudto the Audit Committee or to the Board of Directors under Section 143(12) of the CompaniesAct 2013 read with Rule 13 of the Companies (Audit and Auditors) Rules 2014.

7. SHARE CAPITAL & DEBT STRUCTURE &

ITS LISTING a) Issue of equity shares with differential rights

The Company does not have any equity shares with differential rightsand hence no disclosures are required to be given under Rule 4(4) of the Companies (ShareCapital and Debentures) Rules 2014. b) Issue of sweat equity shares

During the year under report the Company has not issued any sweatequity share and hence no disclosures are required to be given under Rule 8(13) of theCompanies (Share Capital and Debentures) Rules 2014. c) Issue of employee stockoptions

During the financial year 2021-22 919000 equity shares were allottedto the ESOP grantees who had exercised the option attached to the Welspun EnterprisesLimited – Employees Stock Option Plan-2017" ("WEL ESOP Scheme 2017").

The applicable disclosures as stipulated under Regulation 14 of theSEBI (Share Based Employee Benefits and Sweat Equity) Regulations 2021 read with SEBIcircular no. CIR/CFD/POLICY CELL/2/2015 dated June 16 2015 with regard to WEL ESOP Scheme2017 are available on the website of the Company at "https://www.welspunenterprises.com" under the tab – "Investor Relations –Policy".

The particulars required to be disclosed pursuant to the SEBI (ShareBased Employee Benefits and Sweat Equity) Regulations 2021 and Rule 12(9) of theCompanies (Share Capital and Debentures) Rules 2014 are given below:

Sr. Particulars WEL ESOP Scheme -2017
a Options granted during FY 2021-22 Nil
b Options vested during FY 2021-22 600000
c Options exercised during FY 2021-22 919000
d Total number of shares arising as a result of exercise of Options 919000
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 350000
j Employee Key Managerial Personnel
wise details of Other employee who receives a grant of options granted to options in any one year of option amounting to five 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) 6.24
l Weighted-average exercise price (Rs) Nil
m Weighted-average fair values of options (Rs) - As per Black Scholes Rs 139.30
Valuation model)

*400000 lapsed in view of resignation tendered by Mr. Sandeep Gargwith effect from close of business hours on March 31 2022.

M/s. Mihen Halani & Associates Company Secretaries SecretarialAuditors of the Company have issued a certificate with respect to the implementation ofWelspun Employee Stock Option Plan which would be placed before the members at the ensuingAnnual General Meeting of the Company and a copy of the same shall be available forinspection at the registered office of the Company.

d) Provision of money by Company for purchase of its own shares byemployees or by trustees for the benefit of employees

The Company has not made any provision of money for the purchase of orsubscription for shares in the Company to be held by or for the benefit of the employeesof the Company and hence the disclosure under

Rule 16(4) of the Companies (Share Capital and Debentures) Rules 2014is not required.

e) Issue of debentures

During the year the Company has not allotted debentures.

f) Listing with the stock exchanges i. The Company's equityshares are listed on the BSE Limited (BSE) and theNationalStockExchangeofIndia Limited(NSE). ii. The Company has listed rated secured redeemablenon-convertibledebentures of Rs375 crore on the wholesale debt market segment of BSE Limited.

Annual listing fees for the year 2022-23 have been paid to BSE and NSE.

g) Disclosure with respect to shares held in unclaimed suspense account

The details of unclaimed shares account as required to be disclosedpursuant to Point F to Schedule V of the SEBI (Listing Obligations and DisclosureRequirements) 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 rightfulowner of such shares claims the shares.

8. FINANCE: a) Credit Rating

The details of credit rating assigned to the Company are as follows:

Rating Agency Facility Rating
Brickwork Ratings Fund Based Working Capital (Long Term) Non-Fund Based Working Capital Limit (Long Term/Short Term) Commercial Paper Non-Convertible Debentures BWR AA-(Stable) BWR AA-(Stable)/A1+ BWR A1+ BWR AA-(Stable)
Acuite Ratings Commercial Paper Bank Term Loan ACUITE A1+ ACUITE AA- (Stable)
Acuite Ratings Non-Convertible Debentures ACUITE AA- (Stable)

b) Deposits

The Company has not accepted any deposit within the meaning of ChapterV to the Companies Act 2013. Further no amount on account of principal or interest ondeposit was outstanding as at the end of the year under report.

9. EXTRACT OF THE ANNUAL RETURN:

The Annual Return in Form MGT-7 of the Companies (Management andAdministration) Rules 2014 is placed on the website of the Company and can be accessed onthe website of the Company at "https:// www.welspunenterprises.com" under thetab – "Investor Relations – Policy".

10. CONSERVATION OF ENERGY TECHNOLOGY

ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

Energy conservation -a) During financial year 2021-22 alreadyinstalled Solar Panels in Delhi Meerut Expressway (DME).

b) Continuing the effort to improve the solar footprint solar panelsare already procured and under installation in Rural Water Supply Project under Jal JeevanMission in the State of Uttar Pradesh (UPJJM Project).

Technology absorption: a) ‘Project HUB' a digitalplatform adopted for project progress monitoring & quality monitoring which hasseamless integration with SAP. This Edge cutting technologies helping end to end projectplanning including project budgeting project BOQ & SBMS module to certifysubcontractor's bills on real time basis.

b) We have launched our own portal "Sthiti 1.0" in which wehave Geo fenced all our offices and projects site to allow employee to easily mark andtrack their attendance.

c) EMSP- Online Project schedule monitoring tool is used to monitor theproject schedules.

d) SAP is a core application for managing and monitoring sourcingactivities and managing Finance & Accounts on real time basis.

e) Home grown MDM Tool is used to manage the error free master data.

f) SAP – GRC which is a modern access controls module isimplemented for monitoring the user access risk's and to reduce the processcomplexity and cut costs – while protecting organizations reputation and financialwell-being.

g) We are in the process of enabling solution for "Incident"management to quickly generate any incident with Geo location pictures & incidentdescription. Also adding "Photo

Log" module to track the project progress using pictures of samelocations taken at different time.

h) We are working on in-house solution for "Document ManagementSystem" to manage all our project documents with Meta-tags to track the documentsquickly when needed.

During the F.Y. 2021-22 there were no foreign exchange earnings andoutgo.

11. CORPORATE SOCIAL RESPONSIBILITY (CSR):

The key philosophy of all CSR initiatives of the Company is enshrinedin 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 website of the Company at"https://www.welspunenterprises. com" under the tab – "InvestorRelations – Policy".

Disclosures as required under Rule 9 of the Companies (Corporate SocialResponsibility Policy) Rules 2014 are annexed to this Report as Annexure – 4.

12. DETAILS OF ESTABLISHMENT OF CODE OF CONDUCT FOR REGULATINGMONITORING

AND REPORTING OF TRADING BY INSIDERS:

The Company has a Code of Conduct for Regulating Monitoring andReporting of Trading by Insiders ("PIT Policy") for connected personsdesignated persons and the insiders as defined under the SEBI (Prohibition of InsiderTrading) Regulations 2015 ("PIT Regulations"). The Policy provides adequatesafeguard against victimization. The Audit Committee reviews the Institutional Mechanismfor prevention of insider trading. Periodic training sessions are organized for creatingawareness amongst the insiders about the PIT Policy and PIT Regulations.

The PIT Policy is hosted on the website of the Company at"https://www.welspunenterprises. com" under the tab – "InvestorRelations – Policy".

13. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

The Company's Board comprises of a mix of executive andnon-executive directors with considerable experience and expertise across a range offields such as finance accounts general management and business strategy. The details ofthe directors and their meetings held during the year have been given in the CorporateGovernance 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 thecomposition of the Board of Directors/ Key Managerial Personnel:

• Mr. Sudhir Mital (DIN - 08314675) was appointed as anIndependent Director w.e.f. May 12 2022 for a period of 4 years.

• Mr. Ajay Hans (DIN - 00391261) was appointed as the ManagingDirector and Chief Executive Officer of the Company w.e.f. April 1 2022 for a term of 5years liable to retire by rotation.

• Mr. Sandeep Garg (DIN - 00036419) resigned from the position ofManaging Director w.e.f. close of business hours on March 31 2022.

• The position of Chief Human Resource Officer which is held byMr. Rajesh Jain has been designated as Key Managerial Personnel of the Company in termsof Section 2(51)(v) of the Companies Act 2013 w.e.f. February 2 2022.

• Mr. Sanjay Kumar Sultania was appointed as Chief FinancialOfficer and Key Managerial Personnel of the Company w.e.f. October 11 2021.

• Mr. Akhil Jindal was appointed as the Interim Chief FinancialOfficer and Key Managerial Personnel of the Company w.e.f. August 18 2021. He ceased tohold the position w.e.f. October 11 2021 on appointment of Mr. Sanjay Kumar Sultania.

In accordance with the provisions of the Companies Act 2013 and theArticles of Association of the Company Mr. Rajesh Mandawewala (DIN : 00007179) isretiring by rotation at the forthcoming Annual General Meeting and being eligible hasbeen recommended for re-appointment as a director liable to retire by rotation by theBoard.

Details about the director being appointed / re-appointed is given inthe Notice of the forthcoming Annual General Meeting being sent to the members along withthe Annual Report.

b) Declaration by Independent Director(s)

The independent directors on the Board of the Company have givendeclaration 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 nochange in the circumstances as on the date of this report which may affect their status asan independent director.

Your Board confirms that in its opinion the independent directorsfulfill the conditions prescribed under the SEBI (LODR) 2015 and they are independent ofthe management. All the independent directors on the Board of the Company are registeredwith the Indian Institute of Corporate Affairs ("IICA") Manesar Gurgaon asnotified by the Central Government under Section 150(1) of the Companies Act 2013 and asapplicable have cleared online proficiency self-assessment test within the time prescribedby the IICA.

c) Formal Annual Evaluation

The Company followed the evaluation process with specific focus on theperformance vis-?-vis the plans meeting of challenging situations performing ofleadership role within and effective functioning of the Board etc. in line with the SEBIGuidance Note on Board Evaluation dated January

5 2017. The evaluation process invited through IT enabled platformsought graded responses to a structured questionnaire for each aspect of the evaluationviz. time spent by each of the directors; accomplishment of specific responsibilities andexpertise; conflict of interest; integrity of the Director; active participation andcontribution during discussions.

For the financial year 2021-22 the annual performance evaluation wascarried out by the Independent Directors Nomination and Remuneration Committee and theBoard which included evaluation of the Board Committees of the Board IndependentDirectors Non-independent Directors Executive Directors Chairman Quantity Quality andTimeliness of flow of Information to the Board.

Results:

The evaluation results were discussed at the meeting of Board ofDirectors Committees and the Independent Directors meeting. The Directors were satisfiedwith the overall corporate governance standards Board performance and effectiveness.

The key results are summarized here in below:

Key parameters # of parameters Score %
Board of • Board structure and composition 20 98%
Directors • Board meeting practices (agenda frequency duration)
• Functions of the Board (Strategic direction etc.)
• Quantity quality & timeliness of information
• Board culture and effectiveness
• Functioning of Board Committees
• Director induction and development programs
Board Committee • Composition roles & responsibilities and effectiveness of the committee
• Meeting structure and information flow 7-10 94 - 99%
• Contributions to Board decisions
Independent • Independence from company (no conflict of interest)
directors • Independent views and judgement 8 95-97%
• Objective contribution to the Board deliberations
Chairperson • Promoting effective decision-making
• Encouraging high quality of constructive debate
• Open-minded and listening to the members
• Effectively dealing with dissent and work constructively towards consensus 6 100%
• Shareholders' interest supreme while taking decisions.
Executive • Relevant expertise and commitment
Directors • Performance vis-?-vis business budget peers 9 92-100%
• Dealing with challenges
• Developing leaders
Non-executive non-independent director • Contribution to the Board discussions with his/her expertise and experience 8 95-97%
• Depth of understanding about the business model and the industry

Key actions taken as a result of previous year's evaluation:

• Increase in duration of meetings for ensuring sufficient timefor agenda items.

• Quarterly interaction between Independent Directors andChairman.

• Key insights on strategic/Critical agenda items are providedwell in advance.

• In addition to Compliance with regulatory requirement quarterlydetailed review of subsidiary's financial performance in reporting format developedto enhance governance over subsidiary financials.

• Revised Whistle Blower Policy and Vigil Mechanism implemented.

• Revised the process for appointment and remuneration of KMP andSMP

d) Familiarization program for Independent

Directors

The familiarization program aims to provide the Independent Directorswith the scenario of the infrastructure industry the socio-economic environment in whichthe Company operates the business model the operational and financial performance of theCompany significant development so as to enable them to take well-informed decisions intimely manner. The familiarization program also seeks to update the directors on theirroles responsibilities rights and duties under the Act and other statutes.

The policy on Company's familiarization program for independentdirectors is hosted on the website of the Company "https://www.welspunenterprises.com" under the tab – "Investor Relations –Policy".

e) Policy on directors' appointment remuneration and otherdetails

The salient features of the Company's "Nomination andRemuneration Policy" on directors' appointment remuneration and other mattersprovided in Section 178(3) of the Companies Act 2013 has been disclosed in Point No."V. NOMINATION AND REMUNERATION COMMITTEE" of the Corporate Governance Reportwhich forms part of the Annual Report.

f) Number of meetings of the Board

The Board met 7 times during the financial year 2021-22 the details ofwhich are given in the Corporate Governance Report forming part of the AnnualReport. The maximum interval between any two meetings did not exceed 120 days asprescribed in the Companies Act 2013 and the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015.

g) Committee of the Board of Directors

Information on the Audit Committee the Nomination and RemunerationCommittee the Stakeholders' Relationship Share Transfer and Investor GrievanceCommittee Enivronment Social and Governance and Corporate Social ResponsibilityCommittee Risk Management and Project Monitoring Committee and meetings of thoseCommittees held during the year is given in the Corporate Governance Report.

14. VIGIL MECHANISM:

The Company has a Whistle Blower Policy and Vigil Mechanism for itsdirectors employees vendors any third parties suppliers lenders customers businessassociates trainee interns and any others with whom the Company has any financial orcommercial dealings and no persons had been denied access to the Audit CommitteeChairman. The Policy provide adequate safeguard against victimization and even thedisclosures expressed anonymously may be considered.

The policy on Whistle Blower Policy and Vigil Mechanism is disclosed onthe website of the Company "https://www.welspunenterprises. com" under the tab– "Investor Relations – Policy".

15. LOANS GUARANTEES AND INVESTMENTS:

Pursuant to Section 186(11)(a) of the Companies Act 2013 the Companybeing engaged in the business of providing infrastructural facilities is exempt from therequirement of providing the particulars of loans made guarantees given or securitiesprovided or any investment made.

16. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

All related party transactions that were entered into by the Companyduring the year under report were on an arm's length basis and were in the ordinarycourse of business to serve the mutual needs and the mutual interest. Accordingly thedisclosure of Related Party Transactions as required in terms of Section 134 of the Actread with Rule 8 of the Companies (Accounts) Rules 2014 in Form AOC -2 is not applicablefor this year.

For the details of the related party transactions please refer NoteNo. 53 of Notes to Accounts to the standalone financial statements.

The Audit Committee has given its omnibus approval for the transactionswhich could be envisaged and the same is valid for one financial year.

The Company's policy on dealing with Related Party Transactions asrequired under Regulation 23 of LODR is disclosed on the website of the Company at"https://www.welspunenterprises. com" under the tab – "InvestorRelations – Policy".

17. MANAGERIAL REMUNERATION: a) Details of the ratio of theremuneration of each director to the median employee's remuneration and other detailsas required pursuant to Section 197(12) of the Companies Act 2013 read with Rule 5(1) ofthe Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 are asunder: 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 theCompany was 1 : 170 and 1 : 214 (including the value of ESOPs and remuneration fromassociate company) respectively. ii. Thepercentageincreaseinremuneration of each directorChief Financial Officer Company Secretary or Manager if any in the financial year :Managing Director - 0% (excluding ESOP) Chief Financial Officer - 0% and Company Secretary- 40%. iii. The percentage increase in the median remuneration of employees in thefinancial year 2021-22 was 6%. iv. As on March 31 2022 the Company had 937 permanentemployees on its rolls whereas permanent employees for the Company and its subsidiariesstood at 1006 employees v. Market Capitalization of the Company as on March 31 2022 wasRs 109342 lakhs and as on March 31 2021 was

Rs 161930 lakhs . vi. The share price increased to Rs 73.00/- (NSEclosing Price) as on March 31 2022 in comparison to Rs 30 (the rate at which the Companycame out with the public issue in the year 2004). vii. Average percentile increase in thesalaries of employees (other than the managerial personnel) and of the managerialpersonnel in the FY 2021-22 was 8% and 10% respectively. Higher percentile rise inmanagerial remuneration viz-a-viz percentile rise in remuneration to the other employeeswas to appropriately compensate the managerial personnel for handling key managerialresponsibilities in increasingly competitive and challenging business environment. viii.The Profit before Tax (before exceptional items) of the Company for FY 2021-22 was Rs11600/- lakhs whereas Managing Director's the Chief Financial Officer's andthe Company Secretary's remuneration were

Rs 583/- lakhs (includes Rs 343 Lakh paid from associate company butexcluding ESOP); Rs 35.86/- lakhs (Appointed w.e.f. 11 Oct 2021) and Rs 22.09/- lakhsrespectively. ix. We afirm that the remuneration is as per the remuneration policy of theCompany.

b) Details of the top ten employee in terms of remuneration drawnand name of every employee of the Company as required pursuant to Rule 5(2) of theCompanies (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 54 29.05.2015 750# B.Com 37 Years Not applicable Contractual 0.00 Yes -
Sandeep Garg MD 62 16.07.2012 1282.22$ BE 40 years IL&FS Contractual 1.87 No 31.03.22
Akhil Jindal Director* 52 01.07.2015 346.54 BE & MBA 28 years S Kumar Group Permanent 0.30 No -
Ajay Hans CEO 51 20.10.2021 320.00 BEMBF & MBA 27 years Reliance Realty Ltd Permanent - No -
Neeraj Gupta Director* 47 14.10.2021 300.00 BE & MBA 24 years Oriental Structural Engineer Pvt. Ltd. Permanent - No -
Deepak Chauhan Biyani Director* 50 01.09.2017 262.60 B Com/ LLB/ LLM 26 years Years GVK Power & Infrastructure Ltd Ltd. Permanent 0.12 No -
Asim Chakraborty Director* 61 01.07.2016 189.28 BE 40 Years Gherzi Eastern Ltd. Permanent 0.01 No -
Brajesh Sohrot President 59 13.04.2021 175.00 BE & MBA 32 Years Kalpataru Power Transmission Ltd. Permanent - No 31.03.22
Yogen Lal Director* 55 12.06.2018 164.22 BE 29 Years D.Thakkar Const. Pvt. Ltd. Permanent - No -
Aditya Harlalka Vice President 39 02.07.2018 144.53 CA MBA 17 Years GVK Power & Infrastructure Limited Permanent No -
Ratan Lal Kashyap President 47 21.03.2022 131.00 PGD- Marketing & PGD- Materials 29 Years G R Infraprojects Limited Permanent - No -
Rajesh Jain Senior Vice President 53 19.12.2019 117.42 BE MBA 31 years SREI Group Permanent 0.00 No -
Girish Kharkar Vice President 48 01.10.2020 109.91 BE PGDCM 24 years Sterling & Wilson Private Limited Permanent - No -
Lalit Jain Senior Vice President 52 23.042022 107.61 AICWA CA 27 years Essar Projects India Ltd. Permanent 0.00 No -
Ullas Bhattacharya Vice President 54 06.09.2021 106.25 BE 28 years Oriental Structural Engineer Pvt. Ltd. Permanent - No -
Rajesh Chaabra Senior Vice President 50 02.04.2021 103.00 M. Tech 24 years Systra Group India Permanent 0.00 No -

* Not on the Board of the Company

% Includes Rs 343 lakhs paid from associate company & Perquisites.

# In addition the Company has provided for commission @2% ofconsolidated profits in the financial statement of the Company.

$ Resigned w.e.f. close of business hours on March 31 2022

Particulars of the remuneration payable to the executive directors ofthe 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 750.00 583.00$
Perquisites Nil 699.21
Commission 2%# Nil
Details of fixed component Nil Nil
Service Contract/ 5 years from June 5 years from
Term of appointment 01 2020 to May 31 2025 July 16 2017 to July 15 2022
Notice Period (as per Company policy) 3 months 3 months
Severance Fees Nil Nil
Stock Options Nil WEL ESOP – 2017:
No. of ESOPs Date of Grant Date of Vesting Date of Exercise
2000000 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 profitsin the financial statement of the Company.

$ Includes Rs 343 lakhs paid from associate company.

% Resigned w.e.f. close of business hours on March 31 2022. c) Noremuneration or perquisite was paid to and no service contract was entered into with thenon-executive directors (including independent directors) of the Company except for thepayment of the following sitting fees for attending meetings of Board / Committees of theBoard/general meetings for the F.Y. 2021-22.

Sr. Name of the Director No. Sitting Fees (Rs)
1. Mr. Mohan Tandon 1455000
2. Dr. Aruna Sharma 1290000
3. Mr. Raghav Chandra 1380000
4. Dr. Anoop Kumar Mittal 1050000

The above mentioned sitting fees paid to the non-executive directorswas in line with the Nomination and Remuneration Policy of the Company. The sitting feespaid to the directors was within the limits prescribed under the Companies Act 2013 forpayment of sitting fees and therefore prior approval of the members as stipulated underRegulation 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 inreceipt of any commission from the Company nor remuneration or commission from thesubsidiary companies.

e) Mr. Balkrishan Goenka Chairman (Executive) of the Company who wasin receipt of remuneration of

Rs 750 lakhs from the Company and was eligible for commission of 2% ofthe annual profit (excluding profit/loss from capital receipts and assets disposition) ofthe Company on consolidated basis was not in receipt of any remuneration or commissionfrom the subsidiary companies.

f) Apart from Sitting Fees for meetings there is no pecuniarytransaction entered into by the non-executive directors with the Company.

18. SHAREHOLDING OF THE DIRECTORS OF THE COMPANY AS ON MARCH 31 2022

Refer Corporate Governance Report for detail of shareholding ofdirectors.

Except as mentioned in the Corporate Governance Report none of theother Directors hold any shares in the Company.

19. CORPORATE GOVERNANCE CERTIFICATE:

The Compliance certificate obtained from M/s. Mihen Halani &Associates Company Secretaries regarding compliance of conditions of corporategovernance as stipulated under Part E of Schedule V of the SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 is annexed with this Report.

20. RISK MANAGEMENT POLICY:

Businesses are facing an environment of unprecedented complexity anduncertainty in view of the impact of pandemic on global macroeconomic and microeconomicfundamentals. Prudent business management practices are the only way companies can pursuethe strategic objectives of value creation of all stakeholders. With the above in viewthe Company has constituted a Risk Management Committee comprising of IndependentDirectors and Managing Director and Chief Executive Officer ._ _ The RMC is continuouslyscanning_strategic business financial regulatory and operational risks_ which mayadversely impact pursuance of the strategic direction the Company has embarked upon.

As part of the_Risk_Management framework there are defined StandardOperating 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 andduring the project execution stage.

The SOPs envisages identification of specific Enterprise/Projectlevel_risks with the probability of occurrence and the impact that these may have on thebusiness objectives and mitigation measures thereof.

For the key business_ risks identified by the Company please refer tothe Management Discussion and Analysis annexed to this Report.

21. MISCELLANEOUS:

• During the year under Report there was no change in the generalnature of business of the Company.

• No material change or commitment has occurred which would haveaffected the financial position of the Company between the end of the financial year towhich the financial statements relate and the date of the report.

• During the year under Report no funds were raised throughpreferential allotment or qualified institutional placement.

• No significant and material order was passed by the regulatorsor courts or tribunals which would have impacted the going concern status and theCompany's operations in future.

• There are no proceedings filed against the Company by FinancialCreditor under the Insolvency and Bankruptcy Code 2016 as amended before the NationalCompany Tribunal or other Courts as at the end of the Financial Year 2021-22.

• Further during the year under review an instance of sexualharassment was reported to the Internal Complaints Committee formed under the provisionsof the Sexual Harassment of Women at workplace (Prevention Prohibition and Redressal)Act 2013.

Disclosure of number of complaints filed disposed of and pending inrelation to the Sexual Harassment of Women at Workplace (Prevention Prohibition andRedressal) Act 2013 as on the end of the financial year under Report are as under: –number of complaints filed during the financial year – 1 – number of complaintsdisposed of during the financial year – complaint was withdrawn by the complainantduring the quarter ended March 31 2022.

– number of complaints pending as on end of the financial year– Nil

• The Board of Directors afirms that the Company has complied withthe applicable Secretarial Standards issued by the Institute of Companies Secretaries ofIndia.

22. DIRECTORS' RESPONSIBILITY STATEMENT:

Pursuant to Section 134(3)(c) & 134(5) of the Companies Act 2013the Directors hereby confirm that: a. in the preparation of the annual accounts theapplicable accounting standards have been followed along with proper explanation relatingto material departures;

b. the directors 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 and loss of the Company for that period;

c. the directors had taken proper and sufficient care for themaintenance of adequate accounting records in accordance with the provisions of theCompanies Act 2013 for safeguarding the assets of the Company and for preventing anddetecting fraud and other irregularities;

d. the directors had prepared the annual accounts on a going concernbasis;

e. being a listed Company the directors have laid down internalfinancial controls to be followed by the Company and such internal financial controls areadequate and are operating effectively; and

f. the directors have devised proper systems to ensure compliance withthe provisions of all applicable laws and that such systems are adequate and operatingeffectively.

23. ACKNOWLEDGEMENTS:

The directors thank the government authorities financial institutionsBanks Customers Suppliers Shareholders Employees and other business associates of theCompany who through their continued support and co-operation have helped as partner inthe Company's progress and achievement of its objectives.

For and on behalf of the Board of Directors
Balkrishan Goenka
Place: Mumbai Chairman
Date: May 12 2022 DIN: 00270175

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