The Members of
Welterman International Limited
Your Directors have pleasure in presenting the 27th Annual Report togetherwith the Audited Financial Statements for the financial year ended 31st March2019.
1. STATE OF AFFAIRS OF THE COMPANY :
|Particulars ||Year Ended on 31.3.2019 ||Year Ended on 31.3.2018 |
|Total Revenue ||71823884 ||11263427 |
|Profit /(Loss) before Depreciation and Tax ||13647035 ||(17862345) |
|(Less) : Depreciation ||(1628108) ||(1314905) |
|Profit/ (Loss) before Exceptional & Extra ordinary items & tax : ||12018927 ||(19177250) |
|Add. / (less) : Exceptional Items ||- ||6301616 |
|Add / (Less) : Extra Ordinary Items ||- ||- |
|Profit / (Loss) : Before Tax ||12018927 ||(12875634) |
|Add./ (Less) Deferred Tax Assets ||- ||- |
|Profit / (Loss) : for the year ||12018927 ||(12875634) |
|Add/(Less) : Balance brought forward ||(186953376) ||(174077742) |
|Balance carried forward to balance sheet ||(174934449) ||(186953376) |
During the year under review the Company has sold its investment in shares of AhilyaHotels Limited which has boosted the total revenue of the Company.
Your Company has availed intercorporate long term loan from M/s. Transworld FurtichemPrivate Limited ('Transworld'). In order to partly/ fully repay the loan your Directorsat their meeting held on Friday 15th March 2019 recommended Slump Sale ofland building along with Plant & Machinery of the Company thereon on 'as it is whereit is basis situated at Plot No. 1135 At & Post Lamdapura Lamdapura Road Tal.Savli Dist. Vadodara (Gujarat) 391 775 at a consideration of not less than Rs. 6 2500000/- (Rs. Six Crore Twenty Five Lacs) to 'Transworld' and accordingly membersapproved the same by way of Special Resolution through Postal Ballot on 26thApril2019.
2. DIVIDEND :
In view of accumulated losses your Directors do not recommend any dividend for thefinancial year ended on 31st March 2019.
3. RESERVES :
In view of carried forward losses your directors do not recommend to transfer anyamount to its Reserves.
4. DETAILS OF SUBSIDIARY JOINT VENTURE OR ASSOCIATES:
Neither the Company has any Subsidiary Joint Venture nor Associate Company nor has anyother Company become or ceased to be subsidiary Joint Venture or Associate Company of theCompany.
5. DIRECTORS' RESPONSIBILITY STATEMENT:
In terms of the provisions of Section 134(3)(c) of the Companies Act 2013('the Act')your Directors state that:
i. In the preparation of the annual financial statements for the financial year ended31st March 2019 the applicable accounting standards had been followed alongwith proper explanation relating to material departures if any.
ii. 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 as on 31stMarch 2019 and of the profit and loss of the Company for that period;
iii. The directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities;
iv. The directors had prepared the annual financial statements on a going concernbasis
v. Directors had laid down internal financial controls to be followed by the Companyand that such internal financial controls are adequate and were operating effectively; and
vi. The directors had devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.
6. DIRECTORS AND KEY MANAGERIAL PERSONNEL :
6.1 DIRECTORS :
In accordance with the applicable provisions of the Act and rules made there under andthe Articles of Association of the Company Mrs. Huma Madani Director of the Companyretires by rotation at the forthcoming Annual General Meeting and being eligible offersherself for reappointment.
Mrs. Shamim Sheikh Non - Executive Promoter Director of the Company resigned due topreoccupation and Mrs. Huma Madani was appointed as Non - Executive Promoter Director inplace of Mrs. Shamim Sheikh w.e.f. 29th May 2018. The Board placed on recordits appreciation for valuable contributions made by Mrs. Shamim Sheikh during the tenureof her directorship.
6.2 KEY MANAGERIAL PERSONNEL :
Whole Time Key Managerial Personnel of the Company pursuant to section 2(51) and 203 ofthe Act and Rules made there under are as follows:
1. Mr. Shakil Z. Memon Chief Executive Officer
2. Mr. Narendra M. Patel Chief Financial Officer
3. Ms. Mansi N. Vyas Company Secretary
The Company has neither accepted nor renewed any Deposits during the Year under reviewwithin the meaning of the Companies (Acceptance of Deposits) Rules 2014.
8. DECLARATION OF INDEPENDENT DIRECTORS:
All the Independent Directors have given declarations that they meet the criteria ofindependence as laid down under Section 149(6) of the Act read with Regulation 16(1)(b) ofSEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 ('LODR').
9. PERFORMANCE EVALUATION :
Pursuant to the provisions of the Act and LODR the Board has carried out an annualperformance evaluation of its own performance the directors individually as well as theevaluation of the working of its requisite Committees.
The evaluation has been carried out with a well-structured questionnaires taking intoconsideration various aspects and roles of the Board and its Committees.
The Board of Directors expressed its satisfaction with the evaluation process.
10. FAMILIARIZATION PROGRAM FOR INDEPENDENT DIRECTORS:
The Company has formulated a policy to familiarize the Independent Directors with theCompany their roles rights responsibilities in the Company nature of the industry inwhich the Company operates business model of the Company etc. through various programs.The details of such familiarization programs are disclosed in the website of the Company(www.welterman.com).
11. COMPANY'S POLICY RELATING TO DIRECTORS APPOINTMENT AND REMUNERATION:
The Board on the recommendation of the Nomination and Remuneration Committee hasframed a Policy in relation to remuneration of Directors. The Policy also lays down thecriteria for determining qualifications positive attributes and independence of aDirector and also framed a Remuneration Policy as provided under Section 178 of the Act.The detailed Nomination and Remuneration Policy is disclosed on the website of the Companyand web link for the same is
12. NUMBER OF BOARD AND COMMITTEE MEETINGS CONDUCTED DURING THE YEAR :
A. BOARD MEETINGS :
During the year under review 5 (Five) Board Meetings were held on 29th May2018 9th August 2018 12th November 2018 13thFebruary 2019 and 15th March 2019. The gap between any two Board Meetings didnot exceed 120 days. The attendance record of the Directors at the Board Meetings is asunder:-
|Sr. No. Name of the Director ||Designation ||No. of Meetings attended / held during tenure |
|1. Mr. Shakil Z. Memon ||Executive Director & Chief Executive Officer ||5/5 |
|2. Mrs.Shamim Sheikh ||Promoter Non Executive Director ||0/0 |
|3. Mrs. Huma Madani ||Promoter Non Executive Director ||4/4 |
|4 Mr. Mihir Bhatia ||Non Executive Independent Director ||5/5 |
|5 Mr. Leeladhar S. kotian ||Non Executive Independent Director ||5/5 |
* Mrs. Shamim Sheikh Non - Executive Promoter Director of the Company resigned due topreoccupation and Mrs. Huma Madani appointed as Non - Executive Promoter Director in placeof Mrs. Shamim Sheikh w.e.f. 29th May 2018.
B. AUDIT COMMITTEE :
The Audit Committee met 4 (Four) times during the year under review on 29thMay2018 9th August 2018 12th November 2018 and 13thFebruary 2019. Scope of the committee includes matters referred in section 177 of the Actand regulation 18 read with part C of Schedule II. The Committee inter alia reviews theInternal Control System Scope of Internal Audit Reports of Internal Auditors andCompliance of various regulations. The Committee reviews the financial statements andapproves the same before they are placed before the Board.
Below given table provides the attendance of the Audit Committee members:
|Sr. No. Name of Member ||Position ||No. of Meetings attended /held during tenure |
|1. Mr. Mihir Bhatia ||Chairman ||4/4 |
|2. Mr. Shakil Z. Memon ||Member ||4/4 |
|3. Mr. Leeladhar S. kotian ||Member ||4/4 |
C. NOMINATION AND REMUNERATION COMMITTEE:
The Nomination and Remuneration Committee met 3 (Three) times during the year underreview on 29thMay 2018 9th August 2018 and 13thFebruary 2019.Below given table provides the attendance of the Nomination andRemuneration Committee members
|Sr. No. Name of Member ||Position ||No. of Meetings attended /held during tenure |
|1. Mr. Mihir Bhatia ||Chairman ||3/3 |
|2. Mrs. Shamim Sheikh ||Member ||0/0 |
|3. Mr. Leeladhar S. kotian ||Member ||3/3 |
|4. Mrs. Huma Madani ||Member ||2/2 |
* The Committee was re-constituted due to resignation of Mrs. Shamim Sheikh andappointment of Mrs. Huma Madani as Non - Executive Promoter Director w.e.f. 29thMay2018.
D. STAKEHOLDERS RELATIONSHIP COMMITTEE:
The Stakeholders Relationship Committee met 4 (four) times during the year under reviewon 29thMay 2018 9th August 2018 12th November 2018and 13th February 2019. Below given table provides the attendance of theStakeholders Relationship Committee members
|Sr. No. Name of the Member ||Position ||No. of Meetings attended / held during tenure |
|1. Mr. Mihir Bhatia ||Chairman ||4/4 |
|2. Mr. Shakil Z. Memon ||Member ||4/4 |
|3. Mr. Narendra M. Patel ||Member ||4/4 |
E. SEPARATE INDEPENDENT DIRECTORS' MEETING:
During the year under review 1 (one) Separate Independent Directors' meeting was heldon 18th March 2019. Below given table provides the attendance of the meetingof Separate Independent Directors:
|Sr. No. Name of the Member ||Position ||No. of Meetings attended during tenure |
|1. Mr. Mihir Bhatia ||Chairman ||1/1 |
|2. Mr. Leeladhar S. Kotian ||Member ||1/1 |
13. VIGIL MECHANISM :
In compliance with requirements of Section 177(9) & (10) of the Act and Regulation22 of LODR a Vigil Mechanism or Whistle Blower Policy for directors and other employeesto report genuine concerns has been established. The same is also uploaded on the websiteof the Company.
14. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES:
Particulars of contracts or arrangements with related parties in Form AOC-2 areenclosed as per "Annexure-E".
15. EXPLANATION(S) / COMMENT(S) ON QUALIFICATION(S) / RESERVATION(S) / ADVERSE REMARK(S) /DISCLAIMER BY THE AUDITORS IN THEIR RESPECTIVE REPORTS:
The draft Auditor's Report for financial year 2018-19 does not contain anyqualification reservation or adverse remark. The Auditor's Report is enclosed with thefinancial statements in this Annual Report.
The Secretarial Auditor's Report does not contain any qualification reservation oradverse remark.
16. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANYWHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THEFINANCIAL STATEMENTS RELATE AND THE DATE OF REPORT:
There has been no material change and commitment affecting the financial position ofthe Company since the close of financial year i.e. since 31st March 2019.Further it is hereby confirmed that there has been no change in the nature of business ofthe Company.
17. RISK MANAGEMENT POLICY:
The Management has put in place adequate and effective system and manpower for thepurposes of Risk Management. The Company has a system based approach to business riskmanagement backed by strong internal control systems. In the opinion of the Board thereare no risks which would threaten the existence of the Company.
18. DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON ITS CORPORATE SOCIALRESPONSIBILITY INITIATIVES:
The Company does not fall in any criteria of Section 135 of the Act and accordinglythe Company is not required to comply with the provisions of Section 135 of the Act.
19. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO:
The particulars as required under the provisions of Section 134(3)(m) of the Act readwith rule 8(3) of the Companies (Accounts) Rules 2014 in respect of Conservation ofEnergy Technology Absorption and Foreign Exchange earnings and outgo is annexed as Annexure"C" and forms part of this Report.
20. EXTRACT OF ANNUAL RETURN :
The extract of Annual Return pursuant to Section 92(3) 134 and any other provisionsapplicable if any of the Act read with Rule 12(1) of the Companies (Management andAdministration) Rules 2014 is annexed as "Annexure D".
21. CORPORATE GOVERNANCE:
In view of Paid up Capital and Net worth of the Company being lesser then Rs. 10crores and Rs. 25 crores respectively Corporate Governance Report as prescribed in clauseC of Schedule V to LODR is not included in terms of Regulation 15(2) of LODR.
22. PARTICULARS OF EMPLOYEES :
There was no employee drawing remuneration of Rs. 102 00000 or more per annum or Rs.8 50000 per month for any part of the year or more including any director. Hence noparticulars have been furnished as contemplated under section 197 of the Act read withRule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules2014.
23. PARTICULARS OF LOANS GIVEN GUARANTEES GIVEN OR INVESTMENTS MADE UNDER SECTION 186OF THE COMPANIES ACT 2013 :
There were no loans given guarantees given or investments made by the Company duringthe year under review.
24.1 STATUTORY AUDITORS:
M/s. Rachana Chotalia & Associates Chartered Accountants Vadodara the StatutoryAuditors of the Company hold office until the conclusion of 30th Annual GeneralMeeting. In line with the amendment of Section 139(1) of the Act the requirement forratification of appointment of auditors at every Annual General Meeting is done away with.Accordingly no resolution is proposed for ratification of appointment of auditors.
24.2 INTERNAL AUDITORS :
Your Company has appointed M/s. Jwalant Shah & Co. Chartered AccountantsVadodara as an Internal Auditor of the Company to carry out the Internal Audit of variousoperational areas of the Company for the Financial Year 2019-20.
24.3 SECRETARIAL AUDITORS :
Pursuant to the provisions of Section 204 of the Act and The Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 your Company appointed M/s. DeveshPathak &Associates Practicing Company Secretaries Vadodara as Secretarial Auditorsof the Company. The Secretarial Audit Report in the prescribed format of MR-3 is annexedas "Annexure - A" to this Report.
25. MANAGEMENT DISCUSSION AND ANALYSIS :
In terms of Schedule V of LODR the Management Discussion and Analysis Report is annexedherewith as "Annexure - B".
26. SHARE CAPITAL :
During the year under review there was no change in share capital and accordingly thepaid up Equity Share Capital of your Company was Rs. 44413000 (Rupees Four crores FortyFour lakhs Thirteen thousand) as at 31st March 2019.
27. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTIONPROHIBITION AND REDRESSAL) ACT 2013:
The Company has in place an Anti Sexual Harassment Policy in line with the requirementsof The Sexual Harassment of Women at the Workplace (Prevention Prohibition and Redressal)Act 2013. Internal Complaints Committee has been set up to redress complaints receivedregarding sexual harassment. All employees (permanent contractual temporary trainees)are covered under this policy.
The summary of sexual harassment complaints received and disposed off during thefinancial year 2018 2019 is as under:
|- Number of Complaints Received : ||Nil |
|- Number of Complaints Disposed Off : ||Nil |
28. INSURANCE :
All the properties and insurable interests of the Company including buildings plantand machineries and stocks have been adequately insured.
29. INDUSTRIAL RELATIONS :
Overall industrial relations continued to be cordial. Your Directors place on recordtheir appreciation for the continued support and co-operation of all the employees.
30. COMPLIANCE OF APPLICABLE SECRETARIAL STANDARDS :
Pursuant to clause 9 of Secretarial Standards on meeting of Board of Directors it isstated that the Company is compliant of applicable secretarial standards during the year.
31. DISCLOSURE IN RESPECT OF COST RECORDS :
During the Year under review Cost Audit was not applicable to the Company's Products /Business.
32. ACKNOWLEDGEMENT :
Your Directors place on record their sincere thanks to Customers Vendors Bankers andEmployees at all levels during the year. Your Directors also gratefully acknowledge thesupport of the shareholders and confidence reposed on your Company.
| ||For and on behalf of the Board |
| ||Welterman International Limited |
|Date : 13.08.2019 ||Shakil Z. Memon ||Huma Madani |
|Place : Vadodara ||Director & CEO ||Director |
| ||DIN: 00118152 ||DIN: 07964833 |