Welspun Investments and Commercials Limited
Your directors have pleasure in presenting the 11th AnnualReport of your Company along with the Audited Financial Statements for the financial yearended March 31 2019.
1. Financial Results
|Particulars ||2018-19 ||2017-18 |
|Total Income ||17878161 ||13733999 |
|Expenditure ||(12826974) ||(11173846) |
|Profit after tax ||6137434 ||2560153 |
|Other Comprehensive Income (Net of Tax) ||(26362475) ||455931526 |
|Total Comprehensive Income ||(20225041) ||458491679 |
During the year under review the Company prepared its FinancialStatements in compliance with IND AS. The Company fared better in its business and itstotal income increased by over 30% as compared with last year. The management is hopefulthat the Company will be able to improve its performance in the years ahead.
3. Reserves & Dividend
The Company has not transferred any amount to reserve. In view of theaccumulated losses your directors do not recommend any dividend for the financial yearended March 31 2019.
4. Internal controls
The Board had laid down internal financial controls to be followed bythe Company which are commensurate with the size scale and complexity of its business andsuch internal financial controls are adequate and were operating effectively within themeaning of the explanation of Section 134(5)(e) of the Companies Act 2013.
The Company has not accepted any deposit within the meaning of ChapterV to Companies Act 2013. Further no amount on account of principal or interest ondeposit was outstanding as at the end of the year under report.
6. Subsidiary/Joint Venture/Associate Company
There were no subsidiary/joint venture/associate Company as at the endof the year.
7. Scheme of Amalgamation
The Hon'ble National Company Law Tribunal Ahmedabad Benchapproved the scheme of amalgamation of Aethelred Multiventures Private Limited(AMPL/Holding Company) with your company. The scheme of amalgamation was made effective onMarch 30 2019. Pursuant to the scheme AMPL has ceased to exist w.e.f. March 30 2019. OnApril 26 2019 your company has allotted 2655528 equity shares to the shareholder ofAMPL i.e. Balkrishan Goenka Trustee of Welspun Group Master Trust.
8. Auditors i) Statutory Auditors
M/s. P Y S & Co. LLP Chartered Accountants (Firm Registration No.012388S) (Formerly known as M/s. P Y S & Co.) who have been appointed up to theconclusion of the 12th Annual General Meeting subject to ratification by the Members ofthe Company at every Annual General Meeting have given their consent to continue to actas the Auditors of the Company for the remaining tenure. Members are requested to considertheir re-appointment as the Auditors of the Company and to fix their remuneration bypassing an ordinary resolution under Section 139 of the Companies Act 2013.
ii) Secretarial Auditors
The Board of Directors has appointed M/s. SPZ & Associates CompanySecretaries as the Secretarial Auditors of the Company for the financial year 2019-20.
9. Auditors' Report
i) Statutory Auditors' Report
The Auditors' observation if any read with Notes to Accounts areself-explanatory and therefore do not call for any comment.
ii) Secretarial Audit Report
Secretarial Audit Report given by M/s. S. S. Risbud & Co. CompanySecretaries is annexed with the report as Annexure 1.
10. Share Capital & Listing
i) Issue of equity shares with differential rights
The Company has not issued shares with differential rights and hencedisclosures as required in Rule 4(4) of the Companies (Share Capital and Debentures)Rules 2014 are not required.
ii) Disclosure of Shares held in suspense account under Clause F ofSchedule V to the SEBI (Listing Obligations and Disclosure Requirements) Regulations2015.
|Outstanding Balance in the suspense account lying at the beginning of the year ||Number of shareholders who approached issuer for transfer of shares from suspense account during the year ||Transferred/Credited during the year ||Balance outstanding |
|No. of shareholders ||No. of Shares ||No. of shareholders ||No. of Shares ||No. of shareholders ||No. of Shares ||No. of shareholders ||No. of Shares |
|1006 ||4551 ||5 ||41 ||5 ||41 ||1001 ||4510 |
The voting rights on these shares shall remain frozen till the rightfulowner of such shares claims the shares.
iii) Listing with the stock exchanges
The Company's equity shares are listed on BSE Limited (BSE) andthe National Stock Exchange of India Limited (NSE).
Annual listing fees for the year 2019-20 have been paid to BSE and NSE.
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 2.
12. Conservation of energy technology absorption and foreign exchangeearnings and outgo
Your Company does not carry any activity which is covered under Section134(3)(m) of the Companies Act 2013 and applicable rules and accordingly no data needs tobe provided in this regard.
13. Directors and Key Managerial Personnel i) Changes in Directors andKey Managerial Personnel
Since the last report no change in Key Managerial Personnel of theCompany took place.
Mr. L. T. Hotwani is retiring by rotation at the forthcoming AnnualGeneral Meeting and being eligible has been recommended for re-appointment by the Board.
Details about the director being re-appointed is given in the Notice ofthe forthcoming Annual General Meeting being sent to the members along with the AnnualReport.
Further the members of the company vide special resolutions passedthrough postal ballot have extended the tenure of Independent Directors i.e. Mr. AtulDesai Mr. Raj Kumar Jain and Ms. Mala Todarwal by appointing them for their second termtill March 31 2024.
ii) Declaration by Independent Directors
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.
iii) Formal Annual Evaluation
As done last year this year also the Company followed the sameevaluation process with specific focus on the performance vis--vis the plans meetingchallenging situations performing leadership role within and effective functioning ofthe Board etc. which was in line with the SEBI Guidance Note on Board Evaluation datedJanuary 5 2017. The evaluation process invited through IT enabled platform and gradedresponses to a structured questionnaire for each aspect of the evaluation viz. time spentby each of the directors; accomplishment of specific responsibilities and expertise;conflict of interest; integrity of the Director; For the financial year 2018-19 theannual performance evaluation was carried out which included evaluation of the Boardindependent directors non-independent directors Chairman Committees of the Boardquantity quality and timeliness of information to the Board. The independent directorsevaluated all non-independent directors the Board the Committees the Chairman and theinformation to the Board. The Nomination and Remuneration Committee and the Boardevaluated performance of the independent directors the Board itself the Chairman theCommittees of the Board the information provided to the Board. All results weresatisfactory.
14. Number of meetings of the Board of Directors
The Company's Board consists of eminent persons with considerableprofessional expertise and experience thereby ensuring the best interest of stakeholdersand the Company. The Board comprises of 4 Directors out of which 3 are IndependentDirectors.
The composition and category of directors and relevant details relatingto them are given below:
|Name of Director ||Category ||Board Meetings Attended during the Year 2018-19 ||Attendance at the Last AGM |
|Mr. L. T. Hotwani ||NE ||5/5 ||No |
|Mr. Atul Desai ||NE I ||5/5 ||No |
|Mr. Raj Kumar Jain ||NE I ||5/5 ||Yes |
|Ms. Mala Todarwal ||NE I ||4/5 ||No |
I = Independent NE = Non-Executive Director
5 meetings of the Board of Directors were held during the financialyear 2018-19 on the following dates: May 23 2018 August 06 2018 November 01 2018February 07 2019 and March 14 2019.
In addition to the above a meeting of the Independent Directors washeld on March 14 2019 in compliance with the Section 149(8) read with Schedule V to theCompanies Act 2013. The said meeting was attended by Mr. Atul Desai Mr. RajkumarJain and Ms. Mala Todarwal.
It is confirmed that there is no relationship between the directorsinter-se.
15. Audit Committee
The Committee comprises 3 non-executive independent directors havingaccounting and finance back ground. The composition of the Committee and attendance of themembers is given hereunder:
|Name of the Member ||Member / Chairman ||Number of Meetings Attended |
|Mr. Rajkumar Jain ||Chairman ||4/4 |
|Mr. Atul Desai ||Member ||4/4 |
|Ms. Mala Todarwal ||Member ||3/4 |
The Company Secretary of the Company acted as the Secretary of theCommittee.
4 meetings of the Audit Committee of the Board of Directors were heldduring the financial year 2018-19 on following dates: May 23 2018 August 06 2018November 01 2019 and February 07 2019.
None of recommendations made by the Audit Committee were rejected bythe Board.
Terms of reference
The terms of reference stipulated by the Board of Directors to theAudit Committee are as contained under the Listing Agreement / SEBI (Listing Obligationsand Disclosure Requirements) Regulations 2015 and Section 177 of the Companies Act 2013.
16. Nomination and Remuneration Committee
The Company had constituted the Nomination and Remuneration Committeeconsisting of non-executive independent directors. During the year under review 2meetings of the Committee were held on May 23 2018 and March 14 2019.
Terms of reference
To recommend appointment of and remuneration to directors KeyManagerial Personnel and Senior Management Personnel and review thereof from time to time.
Composition of the Committee -
The Committee comprises of 3 non-executive independent directors as ondate of this Report viz. Mr. Atul Desai Mr. Rajkumar Jain and Ms. Mala Todarwal.
Remuneration Policy -
The Company follows a policy on remuneration of directors and seniormanagement employees and the salient features thereof are as under:
Appointment of Directors -
While identifying persons who may be appointed directors the Committeeshall consider business of the Company strength weakness opportunity and threats tocompany's business existing composition of the board of directors diversityskills expertise of existing directors and background skills expertise reputation andqualification possessed by persons being considered specific requirements under CompaniesAct 2013 standard listing regulations and any other laws as to composition of the Board.
While identifying persons who may be appointed as independentdirectors the Committee shall review their qualifications and suitability to ensure thatsuch candidates will be able to function as directors Independently' and avoidany conflict of interest obligations pressure from other Board members KMPs seniormanagement and other persons associated with the Company.
Remuneration of Directors Key Managerial Personnel Senior ManagementPersonnel -
The remuneration to executive directors Key Managerial Personnel andSenior Management Personnel at the time of appointment shall be mutually agreed. TheCommittee shall consider top industry indicators requirements of role qualification andexperience of candidate expected contribution of executive to the profitabilitychallenges specific to the Company and such other matters as the Committee may deem fit.The achieve benchmarks which must be aligned to the vision of the Company. It may containfixed pay. The management shall periodically find out the remuneration scale prevalent inthe industry / peer group to the extent possible to find out if there is a need forrevision in remuneration for retaining the talent.
The Non-Executive directors shall not be eligible for any remuneration/ commission unless specifically approved by the Board of Directors on recommendation ofthe Nomination and Remuneration Committee and by the shareholders.
The Non- Executive Directors including independent directors mayreceive remuneration by way of fees for attending meetings of Board or Committee thereof.Provided that the amount of such fees shall not exceedर 100000 per meeting of theBoard or Committee or such amount as may be prescribed by the Central Government from timeto time.
The Non-Executive Directors may be paid commission after complying withrequired provisions of the Companies Act 2013.
Besides the Committee shall take into consideration performance ofthe concerned executive as well as the Company to the growth of business profitabilitycompany potentiality and critical role played / initiatives taken while considering payhike / increment to the concerned executives.
17. Establishment of vigil mechanism for directors and employees
The Company has a Whistle Blower Policy and Vigil Mechanism for itsdirectors and employees and any director or employee may make protected disclosures to theAudit Committee and no personnel have been denied access to the Audit Committee.
18. Particulars of contracts or arrangements with related parties
A related party transaction that was entered into during the year underreport was on an arm's length basis and was in the ordinary course of business toserve mutual needs and mutual interest. There were no materially significant related partytransactions made by the Company with Promoters Directors Key Managerial Personnel orother designated persons which may have a potential conflict with the interest of theCompany at large. The requirement of Form AOC-2 is not applicable to the Company. Thedetails of the related party transactions as required under IND-AS 24 are set out in Note30(ii) to the Standalone financial statements forming part of this Report.
19. Loans Guarantees and Investments
The Company during the Financial Year under review has not given anyloans guarantees security or made any investments requiring members' approvalsunder section 186 of the Companies Act 2013.
20. Managerial Remuneration
No remuneration or perquisite was paid to and no service contract wasentered into with any managerial person. The sitting fees paid to the independentdirectors for attending meetings of Board / Committees of the Board for the Financial Yearended 31.3.2019 are as under:
|Sr. No. ||Name of the Director ||Sitting Fees (##RR##) |
|1 ||Mr. Atul Desai ||168000 |
|2 ||Mr. Rajkumar Jain ||187500 |
|3 ||Ms. Mala Todarwal ||150000 |
The above mentioned sitting fees paid to the independent directors waswithin the limits prescribed under the Companies Act 2013.
None of the directors had any transaction with the Company.
21. Shareholding of the Directors of the Company as on March 31 2019
As on March 31 2019 none of the directors held any shares in theCompany.
22. Management Discussion and Analysis
A separate report on Management Discussion and Analysis is enclosed asa part of the Annual Report
23. Directors' Responsibility Statement
Pursuant to Section 134(3)(c) & 134(5) of the Companies Act 2013your directors hereby confirm that: a. in the preparation of the annual accounts theapplicable accounting standards had been followed along with proper explanation relatingto material departures; b. the directors had 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 of the Company for that period; c. the directors hadtaken proper and sufficientcare for the maintenance of adequate accounting records inaccordance with the provisions of the Companies Act 2013 for safeguarding the assets ofthe Company and for preventing and detecting fraud and other irregularities; d. thedirectors had prepared the annual accounts on a going concern basis; e. being a listedcompany the directors had laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and were operatingeffectively; and f. the directors had devised proper systems to ensure compliance with theprovisions of all applicable laws and that such systems were adequate and operatingeffectively.
During the year under report there was no change in the general natureof business of the Company.
No material changes and commitments affecting the financial position ofthe Company occurred between the end of the financial year under report and the date ofthis report. regulators or courts or tribunals impacting the going concern statusNosignificant and the Company's operations in future.
The Company has not made any provision of money for the purchase of orsubscription for shares in 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.
Your Directors wish to acknowledge the co-operation and supportextended by the group companies Central Government State Governments bankerscustomers and the shareholders. It will always be the Company's endeavor to buildand nurture strong relationship for mutual benefit.
| ||For and on behalf of the Board of Directors |
| ||Sd/- ||Sd/- |
| ||L. T. Hotwani ||Atul Desai |
|Place: Mumbai ||Director ||Director |
|Date: May 14 2019 ||DIN 00007125 ||DIN - 00019443 |