Welspun Investments & Commercials Ltd.
|BSE: 533252||Sector: Financials|
|NSE: WELINV||ISIN Code: INE389K01018|
|BSE 00:00 | 25 Mar||142.95||
|NSE 00:00 | 26 Mar||141.75||
|Mkt Cap.(Rs cr)||52|
|Mkt Cap.(Rs cr)||52.18|
Welspun Investments & Commercials Ltd. (WELINV) - Director Report
Company director report
Welspun Investments and Commercials Limited
Your directors have pleasure in presenting the 10th AnnualReport of your Company along with the Audited Financial Statements for the financial yearended March 31 2018.
1. Financial Results
During the year under review the Company prepared its FinancialStatements in compliance with IND AS.
The Company fared better in its business and its total income increasedby over 60% as compared with last year.
The management is hopeful that the Company will be able to improve itsperformance 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 2018.
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 theChapter V to Companies Act 2013. Further no amount on account of principal or intereston deposit was outstanding as at the end of the year under report.
6. Associate Company
There was no change in the associate company as at the beginning andend of the year under report.
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 theMembers of the Company at every Annual General Meeting have given their consent tocontinue to act as the Auditors of the Company for the remaining tenure. Members arerequested to ratify their appointment as the Auditors of the Company and to fix theirremuneration by passing an ordinary resolution under Section 139 of the Companies Act2013.
ii) Secretarial Auditors
The Board of Directors has re-appointed M/s. S. S. Risbud & Co.Company Secretaries as the Secretarial Auditors of the Company for the financial year2018-19.
8. 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.
9. 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.
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 the BSE Limited (BSE) and TheNational Stock Exchange of India Limited (NSE).
Annual listing fees for the year 2018-19 have been paid to BSE and NSE.
10. 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.
11. Conservation of energy technology absorptionand foreign exchange earnings and outgo Your Company does not carry any activity whichis covered under Section 134(3)(m) of the Companies Act 2013 and applicable rules andaccordingly no data needs to be provided in this regard.
12. Directors and Key Managerial Personnel
i) Changes in Directors and Key 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.
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-a-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; active participation and contributionduring discussions. For the financial year 2017-18 the annual performance evaluation wascarried out which included evaluation of the Board independent directors non-independentdirectors Chairman Committees of the Board quantity quality and timeliness ofinformation to the Board. The independent directors evaluated all non-independentdirectors the Board the Committees the Chairman and the information to the Board. TheNomination and Remuneration Committee and the Board evaluated performance of theindependent directors the Board itself the Chairman the Committees of the Board theinformation provided to the Board. All results were satisfactory.
13. 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:
I = Independent NE = Non-Executive Director
5 meetings of the Board of Directors were held during the financialyear 2017-18 on the following dates: May 08 2017 August 11 2017 September 13 2017December 12 2017 and February 13 2018.
In addition to the above a meeting of the Independent Directors washeld on March 26 2018 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. Rajkumar Jainand Ms. Mala Todarwal.
It is confirmed that there is no relationship between the directorsinter-se.
14. Audit Committee
The Company Secretary of the Company acted as the Secretary of theCommittee.
5 meetings of the Audit Committee of the Board of Directors were heldduring the financial year 2017-18 on following dates: May 08 2017 August 11 2017September 13 2017 December 12 2017 and February 13 2018.
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.
15. 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 08 2017 and December 12 2017.
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 theCommittee shall consider business of the Company strength weakness opportunity andthreats to company'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 agreement 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 avoid anyconflict 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 ManagerialPersonnel and Senior Management Personnel at the time of appointment shall be mutuallyagreed. The Committee shall consider top industry indicators requirements of rolequalification and experience of candidate expected contribution of executive to theprofitability challenges specific to the Company and such other matters as the Committeemay deem fit. The remuneration must motivate individuals to achieve benchmarks which mustbe aligned to the vision of the Company. It may contain fixed pay. The management shallperiodically find out the remuneration scale prevalent in the industry / peer group to theextent possible to find out if there is a need for revision in remuneration for retainingthe talent.
The Non-Executive directors shall not be eligible for anyremuneration / commission unless specifically approved by the Board of Directors onrecommendation of the 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 exceed ' 100000 per meeting of the Boardor Committee or such amount as may be prescribed by the Central Government from time totime.
The Non-Executive Directors may be paid commission aftercomplying with required 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.
16. Establishment of vigil mechanism for directorsand 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.
17. Particulars of contracts or arrangements withrelated 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. There wereno materially significant related party transactions made by the Company with PromotersDirectors Key Managerial Personnel or other designated persons which may have a potentialconflict with the interest of the Company at large. A related party transaction wasentered into because of mutual need and to serve mutual interest. Except for this sittingfees to independent directors related party transaction listed in the financialstatements none of the Directors has any pecuniary relationships or transactionsvis-a-vis the Company. The requirement of Form AOC-2 is not applicable to the Company.
18. Loans Guarantees and Investments
The Company during the Financial Year under review has not given anyloans guarantees security or made any investments requiring members' approvals undersection 186 of the Companies Act 2013.
19. Managerial Remuneration
No remuneration or perquisite was paid to and no service contract wasentered into with but the sitting fees were paid to the following independent directorsfor attending meetings of Board / Committees of the Board for the Financial Year ended31.03.2018 are as under:
The above mentioned sitting fees paid to the independent directors waswithin the limits prescribed under the Companies Act 2013 for payment of sitting fees.
None of the directors had any transaction with the Company.
20. Shareholding of the Directors of the Companyas on March 312018
As on March 31 2018 none of the directors held any shares in theCompany.
21. Management Discussion and Analysis
A separate report on Management Discussion and Analysis is enclosed asa part of the Annual Report 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 the applicable accountingstandards had been followed along with proper explanation relating to material departures;
b. the directors had selected such accounting policies and applied themconsistently and made judgments and estimates that are reasonable and prudent so as togive a true and fair view of the state of affairs of the Company at the end of thefinancial year and of the profit of the Company for that period;
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 had laid down internalfinancial controls to be followed by the Company and that such internal financial controlsare adequate and were operating effectively; and
f. the directors had devised proper systems to ensure compliance withthe provisions 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 to which this financialstatements relate on the date of this report No significant and material orders werepassed by the regulators or courts or tribunals impacting the going concern status and theCompany'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 build andnurture strong relationship for mutual benefit.
For and on behalf of the Board of Directors