Welspun India Ltd.
|BSE: 514162||Sector: Industrials|
|NSE: WELSPUNIND||ISIN Code: INE192B01031|
|BSE 00:00 | 30 Sep||73.65||
|NSE 00:00 | 30 Sep||73.65||
|Mkt Cap.(Rs cr)||7,400|
|Mkt Cap.(Rs cr)||7399.62|
Welspun India Ltd. (WELSPUNIND) - Director Report
Company director report
Welspun India Limited
Your Directors have pleasure in presenting the 37th AnnualReport of your Company along with the Audited Financial Statements for the financial yearended March 31 2022.
1. Financial highlights:
2. Performance and Outlook:
Your Company's total revenue has seen growth of 27% on consolidatedbasis and 13% on standalone basis. In spite of factors like Ukraine-Russia conflictlogistical challenges unseen levels of increases in commodity prices and decades' highinflation in western economies your Company has seen growth. Commodity prices haveimpacted EBITDA. Your Company's EBITDA on consolidated level has remained almost same andhas seen slid down by 16% on standalone basis. This has resulted in decrease in EBITDAmargin of 21% on consolidated basis and 25% on standalone basis. Profit before Tax hasincreased by 14% on consolidated basis and reduced by 16% on standalone basis. ProfitAfter Tax has increased by 10% on consolidated basis and reduced by 26% on standalonebasis.
i. Dividend Distribution Policy:
The Board of Directors approved Dividend Distribution Policy of theCompany as required under Regulation 43A of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 ("SEBI Regulations 2015"). The DividendDistribution Policy provides that the Board will endeavor to achieve distribution of 25%of PAT for a financial year on consolidated basis with equity shareholders. The Policyis attached as Annexure - 1 to this Report and it is also available on your Company'swebsite and the web link thereto is as given below.
www.welspunindia.com under the tab Investors -> Policies
ii. Dividend for Financial Year 2021-22:
The Board has recommended dividend of ? 0.15 per equity share for theFinancial Year ("FY") 2021-22 amounting to ? 148.21 million consequently cashoutflow of ? 148.21 million i.e. 2.44% of consolidated PAT. Considering cash outflow of '2billion on account of Buyback approved and completed on July 15 2021 along with dividendcash outflow of ? 148.21 million payout to shareholders amounts to 35.41% of consolidatedPAT.
A snapshot of the dividend track record of your Company for previousfinancial years is given below.
During the year FY2021-22 the Company divested its investment in PureSense Organic Myanmar Limited ("PSOML") a Myanmar based company engaged in thebusiness of organic cotton. Myanmar witnessed a military coup in the middle of CovidPandemic. The Company decided exit from this project.
A report on the performance and financial position of each of thesubsidiary companies of your Company is included in the consolidated financial statementpresented in Form AOC-1 attached as Annexure - 2 to this Report. Your Company's policy onMaterial Subsidiary as approved by the Board is hosted on your Company's website and theweb link thereto is as given below.
www.welspunindia.com under the tab Investors -> Polices
5. Auditors and Auditors' Report:
i. Statutory Auditors:
Your Company's Auditors S R B C & CO LLP's tenure expires at the37th Annual General Meeting to be held in this year 2022. The Board ofDirectors recommends re-appointment of S R B C & CO LLP (having Firm RegistrationNumber 324982E/E300003) as the Statutory Auditors of the Company for the second term ofconsecutive five years commencing from the conclusion of 37th Annual GeneralMeeting till the conclusion of 42nd Annual General Meeting. The Auditors areholding a valid certificate issued by the Peer Review Board of the Institute of CharteredAccountants of India.
The Auditors' observation read with Notes to Accounts for FY 2021-22are self-explanatory and therefore do not call for any comment.
Total fees for all services paid by the Company and its subsidiarieson a consolidated basis to the statutory auditor and all entities in the networkfirm/network entity of which the statutory auditor is a part during the financial yearunder Report is ? 53.19 million.
ii. Cost Auditors:
As per Section 148 and other applicable provisions if any of the Actread with Companies (Audit and Auditors) Rules 2014 the Board of Directors of yourCompany has reappointed M/s. Kiran J. Mehta & Co. Cost Accountants as the CostAuditors of your Company for FY 202223 on the recommendations made by the Audit Committee.
Members are requested to ratify their remuneration by passing anordinary resolution in the forthcoming Annual General Meeting.
As required under the Companies (Accounts) Rules 2014 the costaccounting records as specified by the Central Government under Section 148(1) of theCompanies Act 2013 are made and maintained by the Company.
iii. Secretarial Auditor:
The Secretarial Audit Report for FY 2021-22 is attached herewith asAnnexure - 3 to this Report. As per Regulation 24A of SEBI (Listing Obligations andDisclosure Requirements) Regulation 2015 the Secretarial Audit Report for FY 2021-22 ofWelspun Global Brands Limited material unlisted subsidiary company is also attached underAnnexure - 3.
Pursuant to the provisions of Section 204 of the Act read with theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 your Companyhas appointed MNB & Co. LLP Practicing Company Secretaries as the SecretarialAuditor of your Company for the FY 2022-23.
6. Disclosure of Shares held in suspense account:
7. Listing with the Stock Exchanges:
Your Company's equity shares are listed on National Stock Exchange ofIndia Limited (NSE) and BSE Limited (BSE). Annual listing fees for the FY 2022-23 havebeen paid to NSE and BSE. The unsecured Commercial Papers outstanding as at March 31 2022are listed on the National Stock Exchange of India and the details are as given below:
i. Credit Rating:
During the year CARE Ratings Limited ('CARE') has reaffirmed yourCompany's long term credit rating as 'AA' and short term credit rating as 'A1+'. IndiaRatings & Research a Fitch Group company has reaffirmed your Company's long-termissuer rating as 'IND AA/Stable' and reaffirmed shortterm credit rating as 'IND A1+'.
Your Company has not accepted any deposit within the meaning of ChapterV of the Act. Further no amount on account of principal or interest on deposit wasoutstanding as at the end of the financial year under Report.
9. Board of Directors:
Your Company's Board comprises mix of executive and non-executivedirectors with considerable experience and expertise across a range of fields such asfinance accounts marketing brand building general management and strategy. Except theindependent directors all other directors are liable to retire by rotation as per theprovisions of the Act. It is confirmed that except for Balkrishan Goenka and Ms. DipaliGoenka who are husband and wife there is no relationship between the directors inter-se.The details of the directors their meetings held during the year and the extracts of theNomination and Remuneration Policy has been given in the Corporate Governance Reportwhich forms part of this Report.
i. Changes in Directors and Key Managerial Personnel:
During the year there was no change in Board of Directors and KeyManagerial Personnel except as given below.:
(i) Resignation of Sanjeev Sancheti as Chief Financial Officer of theCompany w.e.f. May 14 2021;
(ii) Appointment of Sanjay Gupta as Chief Financial Officer of theCompany w.e.f. May 15 2021;
(iii) Resignation of Arun Todarwal as Independent Director w.e.f. July01 2022 and
(iv) Appointment of K H Viswanathan as Independent Director w.e.f. July01 2022
In accordance with the provisions of Section 152 of the Act and theArticles of Association of your Company Mr. Rajesh Mandawewala (holding DirectorIdentification Number 00007179) is retiring by rotation at the forthcoming Annual GeneralMeeting and being eligible has been recommended for his re-appointment.
Details about director being appointed or re-appointed are given in theNotice of the forthcoming Annual General Meeting.
ii. Declaration by an Independent Director(s):
Your Company has received declarations from all the independentdirectors as per the provisions of Section 149(7) of the Act confirming that they meet thecriteria of independence as prescribed under the provisions of Section 149(6) of the Actand that there is no change in the circumstances as on the date of this Report which mayaffect their respective status as an 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.
Test of independence based on criteria given in SEC (USA) Rule 4200
iii. Directors' Evaluation:
Nomination and Remuneration Committee has laid down the criteria forevaluation of performance of the Board its committees and the directors.
In compliance with Sections 134 178 of and Paras II V and VIII ofSchedule IV to the Act and Regulation 17 of Para A of Part D of Schedule II to SEBIRegulations 2015 the Board of Directors as per the process recommended by the Nominationand Remuneration Committee has evaluated the effectiveness of the Board its Committeesand Directors. The evaluation process invited graded responses to a structuredquestionnaire which was largely in line with the SEBI Guidance Note on Board Evaluationfor each aspect of the evaluation. All the results were satisfactory.
Mode of evaluation:
Board assessment is conducted through a structured questionnaire. Eachquestion contains a scale of 0 to 3. The Company has developed an in-house digitalplatform to facilitate confidential responses to a structured questionnaire. All thedirectors participated in the evaluation process.
Further meeting of independent directors was conducted to review theperformance of the Board as a whole and that of non-independent directors.
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.
Board of Directors
Key actions taken as a result of previous year's evaluation:
Separate presentation by each business vertical CEOs to theBoard
Formal and dedicated agenda for briefing by CommitteeChairperson to the Board on key updates from Committee meetings
iv. Familiarisation program for Independent Director(s):
The familiarisation program aims to provide the Independent Directorswith the scenario within the textile industry the socio-economic environment in which theCompany 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 familiarisation programme also seeks to update the Directors on theroles responsibilities rights and duties under the Act and other statutes.
The policy on Company's familiarisation programme for IndependentDirectors is hosted on your Company's website and a web link thereto is as given below:www.welspunindia.com under the tab Investors -> Policies
v. Committees of the Board of Directors:
Information on the Audit Committee the Nomination and RemunerationCommittee ESG & CSR Committee the Stakeholders' Relationship Share Transfer andInvestor Grievance Committee Risk Management Committee and meetings of those committeesheld during the year is given in the Corporate Governance Report forming part of thisReport.
10. Employee Stock Option Plan ("ESOP"):
Disclosure as required under Regulation 14 of the SEBI (Share BasedEmployee Benefits) Regulations 2014 and Rule 12(9) of the Companies (Share Capital andDebentures) Rules 2014 are as under:
(I) A description of each ESOP that existed at any time during theyear including the general terms and conditions of each ESOP including -
Employee wise details of options granted to:-
11. Loans Guarantees and Investments:
Information of amounts of investments made loans given guaranteesgiven and security provided by your Company as on March 31 2022 is as given under:
The Company has issued guarantee of ' 8.2 billion in favour ofconsortium of Bankers led by State Bank of India ("the Consortium") to securerepayment of working capital facilities extended by the Consortium to Welspun GlobalBrands Limited ("WGBL") a subsidiary of your Company.
The Company has issued guarantees of ' 8.15 billion in favour ofthe lenders of Welspun Flooring Limited ("WFL") a wholly owned subsidiary ofyour Company to secure repayment of facilities extended by those lenders to WFL and '1.56 billion in favour of Exim Bank Limited to secure term loan facility. The Companyissued a guarantee of ' 2.55 billion to Catalyst Trusteeship Limited securitytrustee of consortium of lenders to WFL consisting of Bank of Baroda HDFC Bank and IDFCFirst Bank. The Company has issued guarantee of Rs. 175 million in favour of HDFC BankLimited to secure working capital facility availed by WFL. Additionally your Company hadissued guarantee of amount of 1 200 million in favour of Axis Bank Limited to secureforward contracts risk.
Your Company's Board has authorised issue of guarantees of amounts upto' 1.40 billion to
Customs Authorities to secure fulfilment of export obligations ofWelspun Advanced Materials (India) Limited ("WAMIL") a wholly owned subsidiaryof your Company. Additionally the Company has issued guarantee in favour of CatalystTrusteeship Limited to secure term loan facility for an amount of ' 2.48 billion.
Disclosures pursuant to the Regulation 34(3) read with Para A ofSchedule V of SEBI Regulations 2015 is given at Note No. 36 of the audited financialstatements.
12. Particulars of contracts or arrangements with relatedparties:
All related party transactions that were entered into during the yearunder report were on an arm's length basis and were in the ordinary course of business toserve mutual needs and mutual interest. Except for contracts with WGBL and WCPGLsubsidiaries of your Company there were no materially significant related partytransactions made by your Company. The Audit Committee has given its omnibus approvalwhich is valid for one financial year. Your Company's policy on Related Party Transactionsas approved by the Board is hosted on your Company's website and a web link thereto is asgiven below:
www.welspunindia.com under the tab Investors -> Policies
Disclosures as required under the Act are given in Form AOC-2 asAnnexure - 4 to this Report.
The details of the related party transactions as required under IND-AS24 are set out in Note 29(ii) to the Standalone financial statements forming part of thisReport.
13. Details of Remuneration to Directors and Key Managerial Personnel:
i. Details as required pursuant to Rule 5(1) of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 are given below:
(a) the ratio of the remuneration of each Executive Director and KeyManagerial Personnel to the median remuneration of the employees of your Company for FY2021-22 is as given below:
* Joined with effect from May 15 2021 @ Acted as CFO upto May 142021.
(b) The percentage increase in the median remuneration of employees inFY 2021-22 was 15.18%.
(c) Your Company had 19905 permanent employees on its payroll as onMarch 31 2022.
(d) Average percentage increase in the salaries of employees other thanthe managerial personnel in FY 2021-22 was 11%.
The key parameters for any variable component of remuneration availedby the directors are as per the Nomination and Remuneration Policy. We affirm that theremuneration is as per the Nomination and Remuneration Policy of your Company.
ii. Details of the employees of your Company as required pursuant toRule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules2014 are given below:
Name Designation Age DOJ Current Gross Salary (' million)Qualification Previous Company Nature of Employment % of Equity Shares held in theCompany Relative of any Director/Manager of the Company
Amarsinh Dhanwade Senior Vice President 43 20/08/2018 17.28MBA/PGDM L'Oreal Permanent 0 No(resigned w.e.f. 08/01/2022) Altaf Jiwani *Director55 02/02/2015 44.88 B.TECH/MMS Philips Carbon Black Permanent 0 No AbhinandanSingh Senior Vice President
50 20/12/2021 2.95 MBA Coforge Limited Permanent 0 No BharatThanvi President 48 01/07/2013 9.72 BE/Btech Welspun Permanent 0 No CherianThomas President
51 02/12/2019 17.23 BE (Mechanical)+ MBA Frigoglass Permanent 0No Chintan Thaker President 44 01/12/2013 12.43 B.SC + MBA Gujarat Infra LimitedPermanent 0 No Dipali Goenka CEO & Joint Managing Director 52 07/08/2000125.67 B.A. (Psychology) N.A. Contractual 0.07 Yes Madhumita Mitra Senior VicePresident 51 30/12/2021 11.81 MBA AP Moller Maersk Permanent 0 No Puesh Ajmani
Senior Vice President 43 25/08/2020 15.76 MBA + PGDM Square PandaInc. Permanent 0 No Rajesh Mandawewala Managing Director 60 01/12/1985 107.91 CANA Contractual 1030 No Rajendra Mehta President 52 01/09/2021 18.98 MBA SynergyCapital Permanent 0 No Ruchi Ahuja Senior Vice President 43 28/12/2021 2.95 BANurture Agtech Private Limited Permanent 0 No Sanjay Gupta President 53 14/05/202114.80 CA CS Vibgyor School Group Permanent 0 No Shailesh Apte Senior VicePresident 40 13/09/2021 6.64 M.Com JSW Steel Permanent 0 No Sanjeev SanchetiPresident 54 02/07/2020 4.11 CA Srei Infra Finance Permanent 0 No (resignedw.e.f. May 14 2021) Sanjay Kanungo President 54 23/01/2017 17.60 BE (Mechanical)Trident Permanent 0 No.
* Not a member of the Board.
iii. Ms. Dipali Goenka CEO & Joint Managing Director who isreceiving remuneration and commission from your Company receives ' 37.50 millionas remuneration (including variable pay) and commission of 2% of profits also from WGBL asubsidiary of your Company.
iv. Details of managerial remuneration and payments to other directorsis given in the Annual Return.
14. Annual Return:
Pursuant to section 134(3)(a) and section 92(3) of the Companies Act2013 read with Rule 12(1) of the Companies (Management and Administration) Rules 2014 acopy of the annual return is placed on the website of the Company and can be accessed atwww.welspunindia.com under the tab Investors -> Shareholders Information -> AnnualReturn FY 21-22.
15. Business Responsibility and Sustainability Report (BRSR)
SEBI vide Notification No. SEBI/HO/CFD/CMD- 2/P/CIR/2021/562 dated May10 2021 has replaced filing of Business Responsibility Report with BusinessResponsibility and Sustainability Report. SEBI has made it voluntary to the Companies forfiling the BRSR for the financial year 2021-22. The Company is pleased to present its 1stBusiness Responsibility and Sustainability Report (BRSR) for the FY 2021-22 which is apart of this Annual Report.
16. Conservation of energy technology absorption and foreign exchangeearnings and outgo:
The information on conservation of energy technology absorption andforeign exchange earnings and outgo required to be disclosed pursuant to Section 134(3)(m)of the Act read with Companies (Accounts) Rules 2014 is attached as Annexure - 5 to thisReport.
17. 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 of your Company as approved by the Board of Directorsis hosted on your Company's website and a web link thereto is as given below:www.welspunindia.com under the tab Investors -> Policies
The initiatives undertaken by your Company during FY 2021-22 in CSRhave been detailed in this Report. Disclosures as required under Rule 9 of the Companies(Corporate Social Responsibility) Rules 2014 are given in Annexure
- 6 to this Report.
During the year under review your Board of Directors modified theCompany's CSR Policy by way of linking the Company's CSR programs with the SustainableDevelopment agenda adopted by the UN; clearly defined activities and goals -ongoing/long-term; provisions related to excess contribution & set-off capital assetsgovernance structure & responsibilities.
18. Internal controls:
Your Company has adequate internal control system which iscommensurate with the size scale and complexity of its operations. Your Company hasdesigned and implemented a process driven framework for Internal Financial Controls("IFC") within the meaning of the explanation of Section 134(5) of the Act SEBIRegulations 2015 and other relevant statutes applicable to your Company.
Your Company has well-documented Standard Operating Procedures (SOPs)for various processes which are periodically reviewed for changes warranted by businessneeds. The Internal Auditors continuously monitor the efficiency of the internalcontrols/compliance with the SOPs with the objective of providing to the Audit Committeeand the Board of Directors an independent objective and reasonable assurance of theadequacy and effectiveness of the organisation's risk management control and governanceprocesses.
For the year ended March 31 2022 the Board is of the opinion thatyour Company has sound IFC commensurate with the nature of its business operations;wherein adequate controls are in place and operating effectively and no material weaknessexists. Your Company has a process in place to continuously monitor existing controls andidentify gaps and implement new and/ or improved controls wherever the effect of such gapswould have a material effect on your Company's operation.
19. Risk management:
Your Company is exposed to risks across all levels and functions of theorganisation. The Board has approved Enterprise Risk Management Policy (ERMP) toeffectively address financial operational business compliance and strategic risk. Astructured enterprise risk management program has been formulated and implemented. Referto the MDA Section in this Report for risks and threats applicable to your Company.
20. Corporate Governance:
The Company is committed to maintain the highest standards of corporategovernance requirements as set out by SEBI. The Report on Corporate Governance asstipulated under SEBI Regulations 2015 forms an integral part of this Report. Therequisite Compliance Certificate is obtained from MNB & Co LLP Practicing CompanySecretary regarding compliance of conditions of Corporate Governance as stipulated underPart E of Schedule V of SEBI Regulations 2015 is annexed to the Corporate GovernanceReport.
21. Management Discussion and Analysis Report ("MDA"):
The MDA Report on the operation of the Company as required under theSEBI Regulations 2015 is provided in a separate section and forms part of this Report.
22. Vigil mechanism:
Your Company is committed to highest standards of ethical moral andlegal business conduct. Accordingly the Board of Directors has formulated Whistle BlowerPolicy and Vigil Mechanism for its directors and employees and any director or employeemay make protected disclosures to the Chairman of the Audit Committee. No personnel havebeen denied access to the Audit Committee.
23. Directors' Responsibility Statement:
Pursuant to Sections 134(3)(c) & 134(5) of the Act your Directorshereby confirm that:
a. in the preparation of the annual accounts for the financial yearended March 31 2022 the applicable accounting standards have been followed along withproper explanation relating to material departures;
b. the directors have selected such accounting policies and appliedthem consistently and made judgments and estimates that are reasonable and prudent so asto give 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 the FY 2021-22;
c. the directors have taken proper and sufficient care for themaintenance of adequate accounting records in accordance with the provisions of the Actfor safeguarding the assets of the Company and for preventing and detecting fraud andother irregularities;
d. the directors have prepared the annual accounts on a going concernbasis;
e. the directors have laid down internal financial controls to befollowed by the Company and that such internal financial controls are adequate and wereoperating effectively; and
f. the directors have devised proper systems to ensure compliance withthe provisions of all applicable laws and that such systems were adequate and operatingeffectively.
During the year there was no change in the general nature of businessof your Company. No material change or commitment has occurred which would have affectedthe financial position of your Company between the end of the financial year to which thefinancial statements relate and the date of the report. No significant and material orderwas passed by the regulators or courts or tribunals which would have impacted the goingconcern status and your Company's operations in future. No amount was required to betransferred to General Reserve. No share with differential rights was issued by yourCompany nor did your Company issue any equity share as sweat equity share. The Company hascomplied with provisions relating to the constitution of Internal Complaints Committeeunder the Sexual Harassment of Women at Workplace (Prevention Prohibition and Redressal)Act 2013. Further based on the Policy on Prevention Prohibition and Redressal of SexualHarassment of women at workplace the Internal Complaints Committee for each location ofyour Company informed that no cases of sexual harassments were reported during the yearunder review. Your Company has not made any provision of money for the purchase of orsubscription for shares of your Company or its holding company to be held by or for thebenefit of the employees of your Company and hence the disclosure as required under Rule16(4) of Companies (Share Capital and Debentures) Rules 2014 is not required. No fraudtook place in the Company during the year and hence no such reporting was made to theAudit Committee and the Board under Section 143(12) of the Companies Act 2013 read withRule 13 of the Companies (Audit and Auditors) Rules 2014. The Board of Directors affirmsthat the Directors have devised proper systems to ensure compliance with the provisions ofall applicable Secretarial Standards issued by the Institute of Companies Secretaries ofIndia and that such systems are adequate and operating effectively. The Company hascomplied with the applicable Secretarial Standards.
Your Directors thank the government authorities financialinstitutions banks customers suppliers members employees and other businessassociates of your Company who through their continued support and co-operation havehelped as partners in your Company's progress and achievement of its objectives.