Welspun Investments and Commercials Limited
Your directors have pleasure in presenting the 13th Annual Report of yourCompany along with the Audited Financial Statements for the financial year ended March 312021.
1. Financial Results (Rs in Lakhs)
|Particulars ||2020-21 ||2019-20 |
|Total Income ||136.50 ||829.98 |
|Less : Expenditure ||30.44 ||101.77 |
|Profit after tax ||79.20 ||733.41 |
|Other Comprehensive Income (Net of Tax) ||764.03 ||(7136.81) |
|Total Comprehensive Income ||771.95 ||(6403.40) |
Your company is a Core Investment Company ("CIC") not requiring registrationfrom the Reserve Bank of India. In the year under review the company earned dividendincome from the investments in the group company.
3. Reserves & Dividend
The Company has not transferred any amount to reserve. Taking stock of the currentmarket situation and the potential opportunities of further investment your directors donot recommend any dividend for the financial year ended March 31 2021.
4. Internal controls
The Board had laid down internal financial controls to be followed by the Company whichare commensurate with the size scale and complexity of its business and such internalfinancial within the meaning of the explanation of Section 134(5)(e) of the Companies Act2013.
The Company has not accepted any deposit within the meaning of Chapter V to CompaniesAct 2013. Further no amount on account of principal or interest on deposit wasoutstanding as at the end of the year under report.
6. Associate Company
There was no associate company as at the end of the year.
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 are appointed up to the conclusion of the 17thAnnual General Meeting have given their consent to continue to act as the Auditors of theCompany for the remaining tenure.
ii) Secretarial Auditors
The Board of Directors had appointed M/s. SPZ & Associates Company Secretaries asthe Secretarial Auditors of the Company for the financial year 2020-21. Their Report formspart of this Directors Report. They have also been appointed as the SecretarialAuditors for the FY 2021-2022.
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. SPZ & Associates Company Secretaries isannexed 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 hence disclosures asrequired in Rule 4(4) of the Companies (Share Capital and Debentures) Rules 2014 are notrequired.
ii) Disclosure of Shares held in suspense account under Clause F of Schedule V to theSEBI (Listing Obligations and Disclosure Requirements) Regulations 2015.
|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
|No. of shareholders ||No. of Shares ||No. of shareholders ||No. of Shares ||No. of share holders ||No. of Shares ||No. of share holder ||No. of Shares |
|1001 ||4510 ||0 ||0 ||0 ||0 ||1001 ||4510 |
The voting rights on these shares shall remain frozen till the rightful owner of suchshares claims the shares.
iii) Listing with the stock exchanges
The Companys equity shares are listed on BSE Limited (BSE) and the National StockExchange of India Limited (NSE).
Annual listing fees for the year 2021-22 are being paid to BSE and NSE.
10. Extract of the annual return
The extract of the annual return in Form MGT-9 of the Companies (Management andAdministration) Rules 2014 is available on the website of the company i.e.www.welspuninvestments.com-->Investor Relations --> Notice and Announcement.
11. Conservation of energy technology absorption and foreign exchange earnings andoutgo
Your Company does not carry any activity which is covered under Section 134(3)(m) ofthe Companies Act 2013 and applicable rules and accordingly no data needs to be providedin this regard.
12. Directors and Key Managerial Personnel
i) Changes in Directors and Key Managerial Personnel
There have been no changes in the directors and KMPs of the company in the yearunder review.
Mr. L. T. Hotwani is retiring by rotation at the forthcoming Annual General Meeting andbeing eligible has been recommended for re-appointment by the Board.
Details about the director being re-appointed is given in the Notice of the forthcomingAnnual General Meeting being sent to the members along with the Annual Report.
ii) Declaration by Independent Directors
Your Company has received declarations from all the Independent Directors as per theprovisions of Section 149(7) of the Act confirming that they meet the criteria ofIndependence as prescribed under the provisions of Section 149(6) of the Act and thatthere is no change in the circumstances as on the date of this Report which may affecttheir respective status as an Independent Director.
iii) Formal Annual Evaluation
As done last year this year also the Company followed the same evaluation processwith specific focus on the performance vis--vis the plans meeting challengingsituations performing leadership role within and effective functioning of the Board etc.which was in line with the SEBI Guidance Note on Board Evaluation dated January 5 2017.The evaluation process invited through IT enabled platform and graded responses to astructured questionnaire for each aspect of the evaluation viz. time spent by each of thedirectors; accomplishment of specific responsibilities and expertise; conflictof interest;integrity of the Director; active participation and contribution during discussions. Forthe financial year 2020-21 the annual performance evaluation was carried out whichincluded evaluation of the Board independent directors non-independent directorsChairman Committees of the Board quantity quality and timeliness of information to theBoard. The independent directors evaluated all non-independent directors the Board theCommittees the Chairman and the information to the Board. The Nomination and RemunerationCommittee and the Board evaluated performance of the independent directors the Boarditself the Chairman the Committees of the Board the information provided to the Board.All results were satisfactory.
13. Number of meetings of the Board of Directors
The Companys Board consists of eminent persons with considerable professionalexpertise and experience thereby ensuring the best interest of stakeholders and theCompany. The Board comprises of 4 Directors out of which 3 are Independent Directors.
The composition and category of directors and relevant details relating to them aregiven below:
|Name of Director ||Category ||Board Meetings Attended during the Year 2020-21 ||Attendance at the Last AGM |
|Mr. L. T. Hotwani ||NE ||3/4 ||Yes |
|Mr. Atul Desai ||NE I ||4/4 ||Yes |
|Mr. Raj Kumar Jain ||NE I ||4/4 ||Yes |
|Ms. Mala Todarwal ||NE I ||4/4 ||Yes |
I = Independent NE = Non-Executive Director
4 meetings of the Board of Directors were held during the financial year 2020-21 on thefollowing dates: June 29 2020 August 13 2020 November 05 2020 and January 29 2021.
In addition to the above a meeting of the Independent Directors was held on March 302021 in compliance with the Section 149(8) read with Schedule V to the Companies Act2013. The said meeting was attended by Mr. Atul Desai Mr. Rajkumar Jain and Ms. MalaTodarwal.
It is confirmed that there is no relationship between the directors inter-se.
14. Audit Committee
The Committee comprises 3 non-executive independent directors having accounting andfinance back-ground. The composition of the Committee and attendance of the members isgiven 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 ||4/4 |
The Company Secretary of the Company acted as the Secretary of the Committee.
4 meetings of the Audit Committee of the Board of Directors were held during thefinancial year 2018-19 on following dates: June 29 2020 August 13 2020 November 052020 and January 29 2021.
None of recommendations made by the Audit Committee were rejected by the Board.
Terms of reference
The terms of reference stipulated by the Board of Directors to the Audit Committee areas contained under the Listing Agreement / SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 and Section 177 of the Companies Act 2013.
15. Nomination and Remuneration Committee
The Company had constituted the Nomination and Remuneration Committee consisting ofnon-executive independent directors. During the year under review 1 meeting of theCommittee was held on June 29 2020.
Terms of reference
To recommend appointment of and remuneration to directors Key Managerial Personneland Senior Management Personnel and review thereof from time to time.
Composition of the Committee
The Committee comprises of 3 non-executive independent directors as on date of thisReport viz. Mr. Atul Desai Mr. Rajkumar Jain and Ms. Mala Todarwal.
Remuneration Policy -
The Company follows a policy on remuneration of directors and senior managementemployees and the salient features thereof are as under:
Appointment of Directors -
While identifying persons who may be appointed directors the Committee shall considerbusiness of the Company strength weakness opportunity and threats to companysbusiness existing composition of the board of directors diversity skills expertise ofexisting directors and background skills expertise reputation and qualificationpossessed by persons being considered specific requirements under Companies Act 2013standard listing regulations and any other laws as to composition of the Board.
While identifying persons who may be appointed as independent directors the Committeeshall review their qualifications and suitability to ensure that such candidates will beable to function as directors Independently and avoid any conflict ofinterest obligations pressure from other Board members KMPs senior management andother persons associated with the Company.
Remuneration of Directors Key Managerial Personnel Senior Management Personnel
The remuneration to executive directors Key Managerial Personnel and Senior ManagementPersonnel at the time of appointment shall be mutually agreed. The Committee shallconsider top industry indicators requirements of role qualification and experience ofcandidate expected contribution of executive to the profitability The remuneration mustmotivate individuals to the Company and such other matters as the Committee may deem fit.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 / commissionunless specifically approved by the Board of Directors on recommendation of the Nominationand Remuneration Committee and by the shareholders.
The Non- Executive Directors including independent directors may receive remunerationby way of fees for attending meetings of Board or Committee thereof. Provided that theamount of such fees shall not exceed Rs. 100000 per meeting of the Board or Committee orsuch amount as may be prescribed by the Central Government from time to time.
The Non-Executive Directors may be paid commission after complying with requiredprovisions of the Companies Act 2013.
Besides the Committee shall take into consideration performance of the concernedexecutive as well as the Company to the growth of business profitability companypotentiality and critical role played / initiatives taken while considering pay hike /increment to the concerned executives.
16. Corporate Governance
Since the company does not breach the Capital and Net Worth requirements mentioned inRegulation 15 of LODR the provisions of Corporate Governance are not applicable to theCompany. Hence the Corporate Governance Report is not provided the Annual Report.
17. Establishment of vigil mechanism for directors and employees
The Company has a Whistle Blower Policy and Vigil Mechanism for its directors andemployees and any director or employee may make protected disclosures to the AuditCommittee 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 under report was onan arms length basis and was in the ordinary course of business to serve mutualneeds and mutual interest. There were no materially significant related party transactionsmade by the Company with Promoters Directors Key Managerial Personnel or otherdesignated persons which may have a potential conflict with the interest of the Company atlarge. The applicable to the Company. The details of the related party transactions asrequired under IND-AS 24 are set out in Note 17 to the Standalone financial statementsforming part of this Report.
19. Loans Guarantees and Investments
During the Financial Year under review your Company has not given any loansguarantees security or made any investments requiring members approvals undersection 186 of the Companies Act 2013.
20. Managerial Remuneration
No remuneration or perquisite was paid to and no service contract was entered intowith any managerial person. The sitting fees paid to the independent directors forattending meetings of Board / Committees of the Board for the Financial Year ended31.3.2020 are as under:
|Sr. No. Name of the Director ||Sitting Fees (Rs.) |
|1 Mr. Atul Desai ||168500 |
|2 Mr. Rajkumar Jain ||190500 |
|3 Ms. Mala Todarwal ||190500 |
The above mentioned sitting fees paid to the independent directors was within thelimits 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 2021
As on March 31 2021 none of the directors held any shares in the Company.
22. Management Discussion and Analysis
A separate report on Management Discussion and Analysis is enclosed as a part of theAnnual Report
23. Directors Responsibility Statement
Pursuant to Section 134(3)(c) & 134(5) of the Companies Act 2013 your directorshereby confirm that:
a. in the preparation of the annual accounts the applicable accounting standards hadbeen followed along with proper explanation relating to material departures;
b. the directors had selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company at the end of the financial year and ofthe profit of the Company for that period;
c. the directors had taken proper and sufficientcare for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities;
d. the directors had prepared the annual accounts on a going concern basis;
e. being a listed company the directors had laid down internal financial controls tobe followed by the Company and that such internal financial controls are adequate and wereoperating effectively; and
f. the directors had devised proper systems to ensure compliance with the provisions ofall applicable laws and that such systems were adequate and operating effectively.
24. Human capital
As an organization we respect the rights of our people promote open and free flow ofideas without any or discrimination and have implemented robust policies to ensure thatthese are adhered to across all our operations. We are resolute regarding support to humanrights and complying with all the relevant laws. Our Code of Conduct Prevention of SexualHarassment (PoSH) Policy and other HR practices covers aspects of human rights foroperations.
As a result of our commitment to upholding high standards of protection of humanrights there were no complaints in FY 2020-21.
During the year under report there was no change in the general nature of business ofthe Company.
No material changes and commitments affecting the financial position of the Companyoccurred between the end of the financial year under report and the date of this report.by the regulators or courts or tribunals impacting the going concern status No significantand the Companys operations in future.
The Company has not made any provision of money for the purchase of or subscriptionfor shares in your Company or its holding company to be held by or for the benefit ofthe employees of your Company and hence the disclosure as required under Rule 16(4) ofCompanies (Share Capital and Debentures) Rules 2014 is not required.
Your Directors wish to acknowledge the co-operation and support extended by the groupcompanies Central Government State Governments bankers customers and theshareholders. It will always be the Companys endeavor to build and nurture strongrelationship for mutual benefit.
| ||For and on behalf of the Board of Directors |
| ||Welspun Investments and Commercials Limited |
| ||Sd/- ||Sd/- |
| ||L. T. Hotwani ||Atul Desai |
|Place: Mumbai ||Director ||Director |
|Date: April 20 2021 ||DIN 00007125 ||DIN - 00019443 |