Welspun Specialty Solutions Limited
(Formerly known as RMG Alloy Steel Limited)
Your directors are pleased to present the fortieth Annual Reporttogether with Audited Financial Statement of the Company for the year ended 31stMarch 2022.
(Rs. in Lakhs)
|Particulars ||2021-22 ||2020-21 |
|Sales and other income ||18241 ||9504 |
|Profit/(Loss) before interest depreciation and exceptional items ||74 ||(1904) |
|Interest and Financial charges ||1703 ||1147 |
|Depreciation and Amortization ||1449 ||1381 |
|Profit/ (Loss) before exceptional items and tax ||(3078) ||(4432) |
|Exceptional items ||- ||13761 |
|Profit/(Loss) before tax ||(3078) ||9329 |
Operations of the Company were as under:
| ||2021-22 ||2020-21 |
|Particulars ||Production (Qty M.T.) ||Sales (Qty M.T.) ||Gross Sales (Rs.in Lakhs) ||Production (Qty M.T.) ||Sales (Qty M.T.) ||Gross Sales (Rs.in Lakhs) |
|Pipe ||2837 ||2915 ||11878 ||2231 ||1938 ||6125 |
|Steel ||5418* ||1531 ||4018 ||2683* ||3640 ||1853 |
|Others ||- ||- ||433 ||- ||- ||1365 |
|Total ||8255 ||4446 ||16329 ||4914 ||5578 ||9343 |
Includes produced for Captive Consumption
The Company continued on its growth trajectory in FY22.
India's GDP grew by 8.7% in FY22 Vs contraction of -6.6% in FY21.In spite of residual impact of Covid First wave & Second Wave - Omicron in FY22 yourCompany achieved some key strategic milestones in the market place.
The Company acquired and delivered strategic orders from some keyexport customers in both seamless tubes/pipes and Bright Bars Segment.
In spite of numerous challenges such as volatility of price of criticalmaterial like Nickel supply of glass lubrication supply of tool steel material andoverall steel pricing your Company continued to grow on volumes and kept moving up thevalue chain. During FY 22 your Company developed number of new grade products andmaterials. These pipes and tubes were supplied to the leading domestic and internationalcustomers and projects of national importance. Some of the major achievements are:
Supply of critical boiler tubes to Indian Navy
First lot supplied for prestigious project in aerospace/ defencemissile sector
Supplied U tubes of SS 317L material to a leading Heat Exchangermanufacturer
Dispatched first order of Super Duplex Tubes
First order for 6"pipes to Nuclear sector meeting stringentcorrosion resistance requirement
Developed Square Tubes for specialised application.
Supply of mother hollows of high nickel alloy 800 grade toIndian Nuclear Power program
Developed Income 825 grade tubes which shall open doors for nextlevel value added grade
The Company plans to continue growing through technologicaldevelopments innovation and indigenization efforts. FY 23 is expected to be a crucialyear for your Company in the bright bar export market and supply of heat exchanger tubesof Nickel alloys. The Company will continue to contribute to the projects of NationalImportance and be a part of Atmanirbhar Bharat initiatives of Government of India.
During the year under review 667850 (Six Lakh Sixty Seven ThousandEight Hundred Fifty) equity shares of Rs.6/- (Rupees Six Only) each fully paid up wereissued pursuant to exercise of ESOPs as disclosed hereinafter in this Report. The paid upequity share capital of your Company as on March 31 2022 was Rs.3180534936/- (RupeesThree Hundred Eighteen Crore Five Lakh Thirty Four Thousand Nine Hundred Thirty Six Only)divided into 530089156 (Fifty Three Crore Eighty Nine Thousand One Hundred Fifty Six)equity shares of Rs.6/- (Rupees Six Only) each fully paid up.
DIVIDEND AND RESERVES
In view of losses during the year your directors do not recommend anydividend for the financial year ended on March 312022.
The amount of Rs.553 Lakh in "Equity component of borrowingreserve" was created upon fair valuation of the Loan from shareholder viz. WelspunSteel Limited (WSL) on 31.3.2021. The said loan of WSL has been repaid by the Company. Asthe loan has been repaid the fair value has been amortised in P&L account. Furtherpursuant of the Scheme of Arrangement (please also refer note 12(C) of notes to theaccounts) the said reserve is now catagorised a free reserve and hence transferred toGeneral Reserve.
In terms of the Regulation 43A of the SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 the Board of Directors approved and adoptedDividend Distribution Policy of the Company setting out the parameters and circumstancesthat will be taken into account by the Board in determining the distribution of dividendto the shareholders and/ or retaining the profits earned by the Company. The Policy isannexed to this Report as Annexure I and is also available on your Company's websiteat https://welspunspecialty.com/policy.php.
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to Section 134(3)(c) & 134(5) of the Companies Act 2013(the "Act") your directors hereby confirm that:
a) In the preparation of the annual accounts for the financial yearended March 31 2022 the applicable accounting standards had been followed along withproper 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 31st March 2022 and of the profit and loss of the Company forthat 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) the directors have laid down internal financial controls to befollowed by the Company and 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.
NET WORTH STATEMENT
The Company's financial statements has been prepared as per IndianAccounting Standards (Ind AS) prescribed under section 133 of the Act read with theCompanies (Indian Accounting Standards) Rules 2015. As per the Ind AS RedeemablePreference Share Capital is shown as borrowing in the financial statement. However as perSection 2(57) Section 2(64) and section 43 of the Companies Act 2013 the definition ofNet Worth includes ''paid-up share capital'' i.e. equity share capital and preferenceshare capital. Therefore for the purpose of calculation of net worth redeemablepreference share capital is also considered as a part of the Net Worth.
(Rs. in Lakhs)
|Particulars ||Net worth as on 31.03.2022 ||Net worth as on 31.03.2021 |
|Equity share capital ||31805 ||31765 |
|Securities premium collected on Equity Share Capital ||28849 ||28719 |
|Redeemable Preference share Capital ||5090 ||5090 |
|Retained Earnings ||(60311) ||(57233) |
|General Reserve ||553 ||- |
|Net Worth ||5986 ||8342 |
DIRECTORS/ KEY MANAGERIAL PERSONNEL (KMP)
a. Board of Directors:
Mr. Anuj Burakia (DIN: 02840211) (CEO & Whole Time Director)of the Company retiring by rotation at the 40th Annual General Meeting andbeing eligible has offered himself for reappointment. The Board has recommended hisreappointment. . Further Mr. Anuj Burakia has been re-designated as the CEO &Whole-time Director.
Ms. Amita Karia (DIN: 07068393) independent director resignedw.e.f. January 28 2022 due to personal and unavoidable circumstances. Further theCompany has received a confirmation from Ms. Amita Karia that there are no other materialreasons for her resignation other than those which are mentioned. The Board places onrecords its appreciation of contribution made by Ms. Karia during her tenure.
Ms. Amita Misra (DIN: 07942122) and Mr. K.H. Viswanathan (DIN:00391263) were appointed as Independent Directors for a term of four years from April 272022 till April 26 2026. The Board is of the Opinion that Ms. Misra and Mr. Viswanathanpossess integrity expertise and experience essential for discharging their duty asIndependent Directors.
Mr. Vipul Mathur (DIN: 007990476) was appointed as an AdditionalDirector (Non- Executive non-independent) with effect from April 27 2022.
The Board has recommended appointment of Ms. Amita Misra Mr. K.H.Viswanathan and Mr. Vipul Mathur for approval by the Members by way of ordinary/ specialresolution as applicable being passed at the ensuing annual general meeting.
Six (6) meetings of Board of Directors were held during the financialyear 2021-22 the details of which are given in the Corporate Governance Report.
b. Key Managerial Personnel:
There was no change in the key managerial personnel during the year.
Mr. Anuj Burakia (CEO & Whole Time Director) was appointed forfurther period of 3 years w.e.f. July 29 2021 pursuant to approval by members by way ofspecial resolution in the 39th Annual General Meeting.
c. Declaration by Independent Directors:
Your Company has received declarations from each independent directoras per the provisions of Section 149(7) of the Act confirming he / she met 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 affect his/ her respective status as an independent director.
All the independent directors on the Board of the Company areregistered with the Indian Institute of Corporate Affairs Manesar Gurgaon as notified bythe Central Government under Section 150(1) of the Companies Act 2013.
d. Annual Board Evaluation:
The performance evaluation of the Board of Directors was conducted bythe entire Board (excluding the director being evaluated) on the basis of a structuredquestionnaire which was prepared after taking into consideration SEBI's Guidance Noteon board evaluation and inputs received from the directors covering various aspects ofthe Board's functioning viz. adequacy of the composition of the Board and itsCommittees time spent by each of the directors; accomplishment of specificresponsibilities and expertise; conflict of interest; integrity of the director; activeparticipation and contribution during discussions and governance.
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 Independent Directors Non-independentDirectors Executive Directors Chairman Committees of the Board Quantity Quality andTimeliness of Information to the Board. All the results were satisfactory to the Board.
e. Committees of the Board of Directors
Information on the Audit Committee the Nomination and RemunerationCommittee the Stakeholders' Relationship Share Transfer and Investor GrievanceCommittee the Risk Management Committee and meetings of those committees held during theyear under Report is given in the "Corporate Governance Report" annexed to theAnnual Report as Annexure IV.
DISCLOSURE AS PER SECTION 197(12) AND RULE 5 (1) OF COMPANIES(APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES 2014:
(i) the ratio of the remuneration of each director to the medianremuneration of the employees of the company for the financial year: ratio in case of Mr.Anuj Burakia is 1:54
(ii) the percentage increase in remuneration of each Director ChiefFinancial Officer Chief Executive Officer Company Secretary or Manager if any in thefinancial year:
|Name ||Designation ||% Increase* |
|Anuj Burakia ||CEO & Whole Time Director ||15.00 |
|Narendra Kumar Bhandari ||Chief Financial Officer ||5.00 |
|Rashmi Mamtura ||Company Secretary and Compliance Officer ||6.00 |
including compensation paid by the group
(iii) the percentage increase in the median remuneration of employeesin the financial year: Median remuneration decreased by 3.72%.
(iv) the number of permanent employees on the rolls of company: 506
(v) average percentile increase already made in the salaries ofemployees other than the managerial personnel in the last financial year and itscomparison with the percentile increase in the managerial remuneration and justificationthereof and point out if there are any exceptional circumstances for increase in themanagerial remuneration: the average increase in remuneration of employees excluding KMPin last financial year was 7.00%. Change in the remuneration of KMP is 10.65%*.
*Including compensation paid by the group
(vi) the remuneration is as per the remuneration policy of the Company.
No commission to directors was payable during the year under review.
PARTICULARS OF EMPLOYEES
The details of employees of the Company drawing remuneration asprescribed under Rule 5(2) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 is as follows:
|Sr No ||Name ||Designation ||Remuneration Drawn During The Year (Rs.) ||Nature Of Employment ||Qualification ||Experience (Years) ||Date Of Commencement Of Employment ||Age ||Last Employment ||% Of Equity Shares ||Relative |
|1 ||Dhananjay Bajpeyee ||Vice President ||8232504 ||Perm anent ||BE - Metallurgy MBA ||24 ||12-Dec- 19 ||43 ||Zetwerk Manufacturing Business Pvt Ltd ||NIL ||NO |
|2 ||Vipul Sutaria ||President ||5440858 ||Perm anent ||BE - Mechanical ||22 ||11-Oct-21 ||47 ||Sarloha (Kalyani Carpenter) ||NIL ||NO |
|3 ||Minine Gudinho ||Vice President ||5247000 ||Perm anent ||BE Electrical ||32 ||10-Apr-18 ||57 ||Jindal South West ||NIL ||NO |
|4 ||Ashish Aggarwal* ||President ||4083335 ||Perm anent ||BE Metallurgy ||28 ||19-Aug- 19 ||50 ||Jindal Steel way ||NIL ||NO |
|5 ||Manas Ranjan Dash ||Assistant Vice President ||3866508 ||Perm anent ||BA LLB PGD in HRD ||25 ||29-Nov- 19 ||51 ||Enzen Group ||NIL ||NO |
|6 ||Nityanand Shukla ||Vice President ||3430109 ||Perm anent ||B.Sc BE - Mechanical MBA ||33 ||11-Oct-21 ||55 ||Bhawani Industries Pvt Ltd ||NIL ||NO |
|7 ||Avadhesh Kumar Porwal ||General Manager ||3550717 ||Perm anent ||Diploma - Mechanical ||25 ||09-Oct-17 ||52 ||Welspun Corp Limited ||NIL ||NO |
|8 ||Jaspreet Singh Bhatia* ||Vice President ||3529579 ||Perm anent ||BE - Automobile ||23 ||01-Aug- 20 ||45 ||Man Induatries Limited ||NIL ||NO |
|9 ||Samir Malhotra ||Retainer Vice President ||2400000 ||Perm anent ||B E Metallurgy MBA Sales ||26 ||01-Aug- 21 ||53 ||Arora Iron & Steels Ltd as Head Marketing ||NIL ||NO |
|10 ||Saubhag Sharma ||Deputy General Manager ||2336319 ||Perm anent ||CA ||10 ||02-Jan- 12 ||31 ||NA ||NIL ||NO |
* resigned /discontinued during the year.
Remuneration policy and criteria for making payment tonon-executive directors:
Pursuant to Section 178 (3) and provisions of SEBI (Listing Obligationand Disclosure Requirements) Regulation 2015 Nomination and Remuneration Committee (NRC)and Board of Directors at their meeting held on 5th February 2019 had approvedand recommended a revamped policy relating to criteria for determining qualificationspositive attributes and independence of directors the remuneration for the Directors KeyManagerial Personnel and other employees.
An extract of Nomination and Remuneration Policy of the Company isincluded as a part of the Corporate Governance Report.
EMPLOYEE STOCK OPTIONS
The Company granted stock options during the year 2018-19 disclosureas required under Regulation 14 of the SEBI (Share Based Employee Benefits) Regulations2014 and Rule 12(9) of the Companies (Share Capital and Debentures) Rules 2014 are asunder:
(I) A description of each ESOS that existed at any time during the year including the general terms and conditions of each ESOS including -
|(a) Name of the ESOP Plan ||RMG Alloy Steel Ltd Employee Stock Options (Senior Management Personnel) Scheme 2018 |
|(b) Date of shareholders' approval ||15.05.2018 |
|(c) Total number of options approved under ESOS ||2000000 |
|(d) Vesting requirements ||The Vesting of ESOPs shall happen at every anniversary of the date of grant in quantum of 35% and 35% of the total ESOPs granted for the first 2 years and 30% of the total ESOPs granted shall |
| ||vest on completion of 2 years 3 months from the date of grant* |
|(e) Exercise price or pricing formula ||Nil |
|(f) Maximum term of options granted ||Upto the third anniversary from the date of Vesting |
|(g) Source of shares (primary secondary or combination) ||Primary |
|(h) Variation in terms of options ||- |
|(II) Method used to account for ESOS - Intrinsic or fair value. ||Fair Value |
|(III) Where the company opts for expensing of the options using the intrinsic value of the options the difference between the employee compensation cost so computed and the employee compensation cost that shall have been recognized if it had used the fair value of the options shall be disclosed. The impact of this difference on profits and on EPS of the company shall also be disclosed. ||Not Applicable |
|(IV)Option movement during the year || |
|Number of options outstanding at the beginning of the period ||667850 |
|Options granted ||Nil |
|Options vested ||Nil |
|Options exercised ||667850 |
|The total number of shares arising as a result of exercise of option ||667850 |
|Options forfeited / lapsed ||Nil |
|The exercise price ||Nil |
|Money realized by exercise of options ||Nil |
|Loan repaid by the Trust during the year from exercise price received ||Not Applicable |
|Number of options outstanding at the end of the year ||Nil |
|Number of options exercisable at the end of the year ||Nil |
|Employee wise details of options granted to:- || |
| Key managerial personnel Mr. Anuj Burakia ||835000 |
| Any other employee who receives a grant of options in any one year of option amounting to five percent or more of options granted during that year Mr. Chintan Thaker Mr. Sudhakar Asawale ||417.000 530.000 (lapsed) |
| Identified 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. ||Nil |
|Diluted Earnings Per Share (EPS) pursuant to issue of shares on exercise of option calculated in accordance with Accounting Standard (AS) 20 "Earnings Per Share. ||(0.58) |
|Weighted-average exercise prices and weighted-average fair values of options shall be disclosed separately for options whose exercise price either equals or exceeds or is less than the market price of the stock ||Exercise Price: Nil Fair Value 25.50 |
|A description of the method and significant assumptions used during the year to estimate the fair values of options including the following weighted-average information: || |
|(i) risk-free interest rate (ii) expected life ||7.84% to 8.02% 4 to 6 years |
|(iii) expected volatility ||56.85% |
|(iv) expected dividends ||0% |
|(v) the price of the underlying share in market at the time of option grant. ||25.50 |
* Altered vide NRC resolution dated June 18 2020 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 the Report.
Annual Return in form MGT-7 is placed on the website of the Company andcan be accessed at www.welspunspecialty.com.
DETAILS OF RELATED PARTY TRANSACTIONS
Details of arrangement entered into with related parties under section188 (related party) pursuant to Rule 8 (2) of the Companies (Accounts) Rules 2014 arementioned in form AOC-2 enclosed as Annexure II.
The Company's policy on Related Party Transactions as approved bythe Board is uploaded on the Company's website www.welspunspecialty.com.
Save and except as disclosed in the financial statements none of theDirectors had any pecuniary relationships or transactions vis-a-vis the Company.
Pursuant to Regulation 34 read with Schedule V of the SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 please refer Note no. 39 fordetails of transactions with Welspun Corp Ltd being the Holding Company and hence being arelated party.
AUDITORS AND THEIR REPORTS
Your Company's Auditors M/s. Pathak H.D. & Associates LLPChartered Accountants were appointed for the period of five years till the conclusion of40th Annual General Meeting. The Board of Directors has recommended appointmentof M/s Price Waterhouse Chartered Accountants LLP as statutory auditors of the Companyfrom the conclusion of 40th Annual General Meeting till the conclusion of 45thAnnual General Meeting.
The Auditors have issued unqualified Auditors' Report for the yearended March 312022. The Auditor's observations read with Notes to Accounts areself-explanatory and therefore do not call for any comment.
No fraud was reported by the Auditors of the Company to the AuditCommittee pursuant to section 143(12) of the Act.
The Company has made and maintained cost records as per Section 148 andother applicable provisions if any of the Act read with Companies (Audit and Auditors)Rules 2014. The Board of Directors of your Company has appointed M/s. Kiran J. MehtaCost Accountants as the Cost Auditors of your Company for FY 2022-23 at a remuneration ofRs.40000/- p.a. 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.
The Cost Audit Report for the year 2020-21 was e-filed on November 252021. The Cost Audit for the financial year 2021-22 is in progress and the report will bee-filed with the Ministry of Corporate Affairs Government of India in due course.
Pursuant to the provisions of Section 204 of the Act read with theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 your Companyhas re-appointed M/s. Mihen Halani & Associates Practicing Company Secretaries asthe Secretarial Auditor of your company for the FY 2022-23. The Secretarial Audit Reportissued by M/s. Mihen Halani & Associates for FY 2021-22 is annexed herewith asAnnexure III to this Report. The Secretarial Audit Report do not contain anyqualification.
PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS UNDER SECTION 186.
The Company has not made any investment nor given any loan or provideany guarantee / security for repayment of loan under section 186 of the Act.
DETAILS OF ESTABLISHMENT OF VIGIL MECHANISM FOR DIRECTORS AND EMPLOYEES
The details of Whistle Blower Policy and Vigil Mechanism is included asa part of the Corporate Governance Report.
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGEEARNINGS AND OUTGO
The details of conservation of energy technology absorption foreignexchange earnings and outgo required pursuant to Rule 8(3) of the Companies (Accounts)Rules 2014 are given below.
During year under review the Company has taken various initiatives toconserve energy and improve technology being used for production as discussed in detailhereunder. This has helped the Company in its journey on moving up the value chain.
A. Conservation of Energy
Number of initiatives are taken by the Company to ensure that theenergy utilisation is optimized. The Company has optimized Tundish size in Steel MeltingShop helping reduce fuel and time for tundish heating. This has also helped in improvementof yield / reduction in skull generation. The Company has optimised size of tanks in itsSurface Treatment Plant and Draw Benches reducing the volume of solution to be heated.Company has also implemented sensors and valves for tank temperature control avoidingoverheating of solution.
Argon Oxygen De-Carburization (AOD) Vessel heating and ladle heatingconverted from Natural Gas to Furnace Oil by using Dual Fired Burner thereby improvingefficiency and optimizing cost. Also Fumes Exhaust System (FES) control point was shiftedto work station to control Auxiliary electrical power.
B. Technology Absorption:
Indigenization of tooling has been a focus area during the year underreview accordingly the Company has developed processes to manufacture tooling in-house.This was achieved through commissioning of new CNC machines boring machines and pilgerdie grooving machine. The Company has successfully adopted technology to manufactureinstrumentation tubing of as low diameter as 3 mm by developing suitable swagging machine.The Company has put a shot peening facility in house for manufacturing of pipes forcritical applications in power sector.
C. Capacity Enhancement & Technological Upgradation:
The Company has focused on improving production and capacity of itscold finish section through implementation of new coating & soaping facilities andchanges in design of dies and mandrels for pilgers. 2 pilgers were upgraded with Servodrives and latest automation.
In steel plant the Company has introduced a new size of 250 mm diameterbars thus opening a new market segment for large size bar products.
D. Foreign exchange earnings and outgo
Foreign exchange earned in : FOB Value of exports Rs. 2272 Lakhs(Previous Year terms of actual inflows during Rs.326 Lakhs) the year
Foreign exchange outgo : Imports on CIF Basis/expenditure in foreigncurrency during the year in terms of Rs.1501 Lakhs (Previous Year Rs.1131 Lakhs) actualoutflows
A separate report on Corporate Governance is annexed hereto as a partof this Report as Annexure IV. A certificate from the Secretarial Auditors of the Companyregarding compliance of conditions of Corporate Governance as prescribed under the SEBI(LODR) Regulations 2015 is attached to this report as Annexure V. Management Discussionand Analysis Statement is separately given in the Annual Report as Annexure VII.
CHANGE IN HOLDING COMPANY
A Scheme of arrangement in the nature of demerger between Welspun SteelLtd (the "Demerged Company") (erstwhile holding company of the Company) andWelspun Corp Limited (the "Resulting Company") and their respectiveshareholders to transfer Demerged Company's steel business undertaking which interalia included its stake (50.03%) in the Company was approved by the Hon'ble NCLTAhmedabad Bench on March 16 2022 with Appointed Date of April 1 2021. AccordinglyWelspun Corp Limited became the holding company of the Company.
Since the stakeholders who were holding not less than 50% of the equityshares in the Demerged Company were the same stakeholders holding not less than 50% equityshares in the Resulting Company and control was being exercised by the same person(s) overboth the companies the indirect acquisition of control of the Company pursuant to theScheme was exempt from making an open offer under the provisions of the Securities andExchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations2011.
BUSINESS RESPONSIBILITY REPORT
Business Responsibility Report describing the initiatives taken by theCompany from an environmental social and governance perspective as prescribed underRegulation 34 of the SEBI (LODR) Regulations 2015 is annexed hereto as Annexure VIII.
RISK MANAGEMENT POLICY
The Board has approved Risk Management Policy (RMP) to effectivelyaddress financial operational compliance and strategic risk. A structured enterpriserisk management program has been formulated and implemented. The Risk Management Committeewas formed on June 18 2021 and adopted its charter to periodically review the riskmanagement process risks and mitigation plans and provide appropriate advise in theimprovement areas if any identified during the review.
Please refer to the Management Discussion and Analysis section in thisReport for risks and threats relevant to your Company.
FAMILIARIZATION PROGRAM FOR INDEPENDENT DIRECTOR
The details of familiarization program (for independent directors) aredisclosed on the Company's website: www.welspunspecialty.com. 6 hours were spent by theindependent directors cumulatively in several familiarization program during the reportingyear.
CODE OF CONDUCT
The Company has Code of Conduct for Board members and senior managementpersonnel. A copy of the Code has been put on the Company's website for informationof all the members of the Board and Senior Management Personnel.
PROHIBITION OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
The Company has complied with the provisions relating to constitutionof Internal Complaint Committee ("ICC") under Sexual Harassment of Woman atWorkplace (Prevention Prohibition and Redressal) Act 2013. The ICC comprises of internalas well as external members.
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 - Nil
> number of complaints disposed of during the financial year - Notapplicable
> number of complaints pending as on end of the financial year - Nil
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)(e) of theCompanies Act 2103 the SEBI (Listing Obligations and Disclosures Requirements)Regulations 2015 and other relevant statutes applicable to your Company. The executive
management and internal auditors continuously monitors the efficiencyof the internal controls / compliance with the objective of providing to the AuditCommittee and the Board of Directors an independent objective and reasonable assuranceof the adequacy and effectiveness of the organisation's risk management control andgovernance processes. 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. Also refer paragraph under caption "internal control system" inManagement Discussion and Analysis.
The Internal Audit is carried by independent external audit firmconsisting of qualified accountants domain & industry experts fraud risk andinformation technology specialists.
The Board of Directors affirms that the Directors have devised propersystems to ensure compliance with the provisions of all applicable Secretarial Standardsissued by the Institute of Companies Secretaries of India and that such systems areadequate and operating effectively. The Company has complied with the applicableSecretarial Standards.
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 adverselyaffected the financial position of your Company between the end of the financial year towhich the financial statements relate and the date of the report. No significant andmaterial order was passed by the regulators or courts or tribunals which would haveimpacted the going concern status and your Company's operations in future. No sharewith differential rights was issued by your Company nor did your Company issue any equityshare as sweat equity share. Your Company has not made any provision of money for thepurchase of or subscription for shares of your Company or its holding company to beheld by or for the benefit of the employees of your Company and hence the disclosure asrequired under Rule 16(4) of Companies (Share Capital and Debentures) Rules 2014 is notrequired. No fraud took place in the Company during the year and hence no such reportingwas made to the Audit Committee and the Board under Rule 13(3) of the Companies (Audit andAuditors) Rules 2014. During the financial year under review no applications was made orproceeding initiated against the Company under the Insolvency and Bankruptcy Code 2016nor any such proceeding was pending at the end of the financial year under review.
Your directors take this opportunity to express gratitude for valuableassistance and cooperation extended to the Company by financial institutions banksstatutory and regulatory authorities customers suppliers and other agencies engaged withthe Company. Your directors also wish to place on record their sincere appreciation of thededicated services hard work solidarity and profuse support by all the employees of theCompany.
FOR AND ON BEHALF OF THE BOARD OF DIRECTORS
CEO & Whole Time Director
Date: May 23 2022