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Welterman International Ltd.

BSE: 526431 Sector: Agri and agri inputs
NSE: N.A. ISIN Code: INE662D01013
BSE 00:00 | 11 May Welterman International Ltd
NSE 05:30 | 01 Jan Welterman International Ltd
OPEN 2.70
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VOLUME 6
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OPEN 2.70
CLOSE 2.70
VOLUME 6
52-Week high 3.20
52-Week low 2.58
P/E
Mkt Cap.(Rs cr) 1
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Welterman International Ltd. (WELTERMANINTL) - Director Report

Company director report

To

The Members of

Welterman International Limited

Your Directors have pleasure in presenting the 28 Annual Report together with theAudited

Financial Statements for the financial year ended 31 March 2020.

1. STATE OF AFFAIRS OF THE COMPANY :

Particulars Year Ended on Year Ended on
31.3.2020 31.3.2019
Total Revenue 21947922 71823884
Profit /(Loss) before Depreciation and Tax 1700196 13647035
(Less) : Depreciation (1649924) (1628108)
Profit/ (Loss) before Exceptional & Extra ordinary 50273 12018927
items & tax
Add. / (less) : Exceptional Items - -
Add / (Less) : Extra Ordinary Items - -
Profit / (Loss) : Before Tax 50273 12018927
Add./ (Less) Deferred Tax Assets - -
Profit / (Loss) : for the year 50273 12018927
Add/(Less) : Balance brought forward (174934449) (186953376)
Balance carried forward to balance sheet (174884175) (174934449)

In previous year the Company has sold its investment in shares of Ahilya HotelsLimited which has boosted the total revenue of the Company as compare to the year underthe review.

Your Company has availed inter-corporate long-term loan from M/s. Transworld FurtichemPrivate Limited ('Transworld'). In order to partly/ fully repay the loan your Directorsat their

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meeting held on Friday 15 March 2019 recommended Slump Sale of land building alongwith Plant & Machinery of the Company thereon on 'as it is where it is' basis situatedat Plot No. 1135 At & Post Lamdapura Lamdapura Road Tal. Savli Dist. Vadodara(Gujarat) 391 775 at a consideration of not less than Rs. 6 25 00000/- (Rs. Six CroreTwenty Five Lacs) to 'Transworld' and accordingly members approved the same by way ofSpecial Resolution through Postal Ballot on 26 April 2019. In line with the aboveapproval the Company entered into the Job Work Agreement with "Transworld" forthe period of two years starting from 1

September 2019 to 31 August 2021 with lock in period of one year and may be renewedwith the mutual consent of both the parties in writing after expiry of two years.

2. Impact of COVID 19 on the Business:

In the wake of the COVID-19 pandemic the office got closed in the month of March2020. The Company is engaged in manufacturing of fertilizers falling under the category ofessential product and service suppliers the production was continued during the lockdownperiod. However due to restricted transportation and scarcity of workers the productionand sales got affected through these days. Being a manufacturing unit falling underessential products and service suppliers we have got permission from the authority to runthe plant. The production was continued at 35-40% capacity during lockdown period. TheCompany ensuring compliance with the directives issued by the Government Authorities inthis regard. Social distancing mandatory wearing of mask hand sanitizer at the time ofentering the factory as well as office premises thermal scanning for temperaturemeasurement sanitization of entire factory office and land premises. These activitiesare monitored and recorded on a daily basis.

3. Dividend:

In view of accumulated losses your Directors do not recommend any dividend for thefinancial year ended on 31 March 2020.

4. Transfer of amount to Investor Education and Protection Fund:

Since there was no unpaid/unclaimed amount to be transferred to Investor Education& Protection Fund(IEPF) during the year under review pursuant to provisions of Section125 of the Companies Act 2013 ('the Act') and accordingly no amount is transferred toIEPF.

5. Transfer to General Reserve:

The Company is not required to transfer any amount to its reserves. Hence no amount istransferred to reserves during the year under review.

6. Information about 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.

7. Directors' Responsibility Statement:

Pursuant to Section 134(5) of the Act 2013 the Board of Directors of the Companyconfirms that:

i. Your Directors have followed the applicable accounting standards along with properexplanation relating to material departure if any while preparing the annual accounts;

ii. Your Directors have selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give true andfair view of the state of affairs of the Company at the end of financial year and of theProfit & Loss of the Company for the period;

iii. Your Directors have taken proper and sufficient care for 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. Your Directors have prepared the annual accounts on a going concern basis.

v. Your Directors have laid down internal financial controls which are adequate &effectively operational.

vi. Your Directors have devised proper system to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and effectively operational.

8. Directors And Key Managerial Personnel:

8A. Statement with regard to integrity expertise and experience of the independentdirectors.

Your directors are of the opinion that Independent Directors of the Company are of highintegrity and suitable expertise and experience (including proficiency).

Mr. Shakil Z. Memon Executive Director and Chief Executive Officer (CEO) of theCompany resigned due to getting better business opportunity and growth prospect and Mr.Mohammed Mansur H. Dhanani was appointed as Executive Director and Chief Executive Officer(CEO) in place of Mr. Shakil Z. Memon w.e.f. 30 July 2020.The Board has acknowledged hiscontribution in the organisation.

Mrs. Huma Madani Director of the Company retires by rotation at the ensuing AnnualGeneral Meeting and being eligible offers herself for re-election as a Retiring Director.

9. Deposits:

The Company has neither accepted nor renewed any Deposits within the meaning of theCompanies (Acceptance of Deposits) Rules 2014 during the Year under review.

10. Independent Directors and Declaration:

The Board of Directors of the Company hereby confirms that all the Independentdirectors duly appointed by the Company have given the declaration and they meet thecriteria of independence as provided under section 149(6) of the Companies Act 2013 readwith Regulation 16(1)(b) of SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 ('LODR').

11. 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.

12. 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).

13. Nomination Remuneration Committee Policy:

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 f o r t h e s a m e i shttp://welterman.com/pdf/governance/company%20policies%20and%20codes/NOMINATION%20&%20REMUNERATION%20POLICY.pdf

14. Number of Board and Committee Meetings conducted during the year:

A. Board Meetings:

During the year under review 5 (Five) Meetings of the Board of Directors were held on29 May 2019 13 August 2019 14 November 2019 13 February 2020 and 23 March 2020.The gap between any two Board Meetings did not exceed 120 days. The attendance record ofthe Directors at the Board Meetings is as under:-

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
Mrs. Huma Madani 2. Promoter Non Executive Director 5/5
3. Mr. Mihir Bhatia Non Executive Independent Director 5/5
4 Mr. Leeladhar S. kotian Non Executive Independent Director 5/5
5 Mr. Mohammed Mansur H. Dhanani* Executive Director & Chief Executive Officer 0/0

*Mr. Shakil Z. Memon Executive Director& CEO of the Company resigned due togetting better business opportunity and growth prospect and Mr. Mohammed Mansur H. Dhananiappointed as

Executive Director& CEO in place of Mr. Shakil Z. Memon w.e.f. 30 July 2020.

B. Audit Committee:

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The Audit Committee met 4 (Four) times during the year under review on 29 May 2019 13

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August 2019 14 November 2019 and 13 February 2020. Scope of the committee includesmatters referred in section 177 of the Act and regulation 18 read with part C of ScheduleII of SEBI (LODR) Regulations 2015.The Committee inter alia reviews the Internal ControlSystem Scope of Internal Audit Reports of Internal Auditors and Compliance of variousregulations. The Committee reviews the financial statements and approves the same beforethey 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. Leeladhar S. kotian* Chairman 4/4
2. Mr. Mihir Bhatia Member 4/4
3. Mr. Shakil Z. Memon** Member 4/4

*The Committee was re-constituted as on 14 November 2019. Mr. Leeladhar S. Kotian hasbecome a Chairman of the Committee.

** Mr.Shakil Z. Memon Member of the Audit Committee has resigned from the post of

Executive Director and CEO of the Company w.e.f. 30 July 2020.

C. Nomination And Remuneration Committee:

The Nomination and Remuneration Committee met 4 (Four) times during the year underreview on 29 May 2019 13 August 2019 13 February 2020 and 23 March 2020.Below giventable provides the attendance of the Nomination and Remuneration Committee members:

Sr. No. Name of Member Position No. of Meetings attended /held during tenure
1. Mr. Leeladhar S. kotian* Chairman 4/4
2. Mr. Mihir Bhatia Member 4/4
3. Mrs. Huma Madani Member 4/4

*The Committee was re-constituted as on 14 November 2019. Mr. Leeladhar S. Kotian hasbecome a Chairman of the Committee.

D. Stakeholders Relationship Committee:

The Stakeholders Relationship Committee met 4 (four) times during the year under reviewon 29 May 2019 13 August 2019 14 November 2019 and 13 February 2020.Below giventable provides the attendance of the Stakeholders Relationship Committee members:

Sr. No. Name of the Member Position No. of Meetings attended / held during tenure
1. Mr. Leeladhar S. kotian* Chairman 4/4
2. Mr. Shakil Z. Memon** Member 4/4
3. Mr. Narendra M. Patel Member 4/4

*The Committee was re-constituted as on 14 November 2019. Mr. Leeladhar S. Kotian hasbecome a Chairman of the Committee.

** Mr. Shakil Z. Memon Member of the Stakeholders Relationship Committee hasresigned from the post of Executive Director and CEO of the Company w.e.f. 30 July 2020.

E. Separate Independent Directors' Meeting:

During the year under review 1 (one) Separate Independent Directors' meeting was heldon 19 March 2020. Below given table provides the attendance of the meeting of SeparateIndependent Directors:

Sr. No. Name of the Member Position No. of Meetings attended during tenure
1. Mr. Leeladhar S. Kotian Chairman 1/1
2. Mr. Mihir Bhatia Member 1/1

15. Vigil Mechanism:

In accordance with Section 177(9) and (10) of the Companies Act 2013 and Regulation22(1) of LODR the Company has formulated a Vigil Mechanism for Directors and employees toreport genuine concerns and made provisions for direct access to the chairperson of theAudit Committee.

16. Particulars of Contracts or Arrangements made with Related Parties:

During the year there being no related party transactions within the meaning ofSection 188 of the Act no disclosure as contemplated in Form AOC-2 is made.

17. Explanation(s) / comment(s) on qualification(s) / reservation(s) / adverseremark(s)/disclaimer by the auditors in their respective reports:

There are neither any qualifications/ reservation/ adverse remark nor any disclaimer byStatutory Auditor or Secretarial Auditor in their draft report and accordingly noexplanation/ comment is required.

18. Material changes and commitments:

No material changes and commitments affecting the financial position of the Companyhave occurred between the period of end of financial year to which this financialstatement relates and the date of this report and hence not reported.

19. 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.

20. Corporate Social Responsibility:

The Company does not fall in any of the criteria of Section 135(1) of Companies Act2013 read with the Companies (Corporate Social Responsibility Policy) Rules 2014 andhence the Company is not required to comply with the same.

21. ConservationofEnergyTechnologyAbsorptionForeignExchangeEarningsand 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 "AnnexureC" and forms part of this Report.

22. Annual Return:

The Annual Return in Form MGT – 9 as required under pursuant to Section 92(3) 134and any other provisions applicable if any of the Act read with Rule 12(1) of theCompanies (Management and Administration) Rules 2014 is annexed as Annexure"Annexure – D". The Company has also placed a copy of its Annual Returnon the website of the Company and the web link of the same is www.welterman.com

23. 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.

24. Particulars of Employees:

There was no employee drawing remuneration of Rs. 1 02 00000 or more per annum orRs.

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.

25. Loans Guarantees and Investments:

The Company has neither given any loans nor any guarantees nor made investments duringthe year under review.

26. Auditors:

26.1 Statutory Auditors and Report:

M/s. Rachana Chotalia & Associates Chartered Accountants Vadodara the StatutoryAuditors of the Company hold office until the conclusion of 30 Annual General Meeting. Inline with the amendment of Section 139(1) of the Act the requirement for ratification ofappointment of auditors at every Annual General Meeting is done away with. Accordingly noresolution is proposed for ratification of appointment of auditors.

26.2 Internal Auditors:

The Company has appointed M/s. Jwalant Shah & Co. Chartered Accountants Vadodaraas an Internal Auditor of the Company to carry out the Internal Audit of variousoperational areas of the Company for the Financial Year 2020-21.

26.3 Secretarial Auditors and Report:

Pursuant to the provisions of Section 204 of the Act and The Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 The 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.

27. Management Discussion and Analysis:

In terms of Schedule V of LODR the Management Discussion and Analysis Report is annexedherewith as "Annexure -B".

28. 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 31 March 2020.

29. Disclosure under the Sexual Harassment of Women at Workplace (Prevention

Prohibition 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 2019 - 20 is as under:

- Number of Complaints Received Nil
- Number of Complaints Disposed off Nil

30. Insurance:

All the properties and insurable interests of the Company including buildings plantand machineries and stocks have been adequately insured.

31. 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.

32. Median Employee Details:

The information required pursuant to Section 197(12) of the Companies Act 2013 readwith Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel)Rules 2014 will be made available to any member on request.

33. Reporting of Frauds:

There has been no instances of fraud reported by the Statutory Auditors under section143(12) of the Act and Rules framed there under either to the Company or to the CentralGovernment.

34. No significant or material order:

No significant or material order was passed by any regulator court or tribunalimpacting the going concern status or Company's operations in future during the year underreview.

35. Internal Control Systems and their adequacy:

The Company has an adequate system of internal controls in place. It has documentedprocedures covering all financial and operating functions. These controls have beendesigned to provide a reasonable assurance with regard to maintaining of proper accountingcontrols monitoring of operations protecting assets from unauthorized use or lossescompliances with regulations and for ensuring reliability of financial reporting. TheCompany has continued its efforts to align all its processes and controls with global bestpractices in these areas as well.

Audit Committee of the Board of Directors regularly reviews the audit planssignificant audit findings adequacy of internal controls compliance with AccountingStandards as well as reasons for changes in accounting policies and practices if any.

36. Compliance of Applicable Secretarial Standards:

Your Directors state that the Company has been Compliant of applicable SecretarialStandards during the year under review.

37. Disclosure in respect of cost records:

During the Year under review Cost Audit was not applicable to the Company's Products /Business.

38. Change in the nature of Business :

There is no change in the nature of business during the year under review.

39. 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 : 24.08.2020 Mohammed Mansur H. Dhanani Huma Madani
Place : Vadodara Director& CEO Director
DIN: 08814878 DIN: 07964833

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