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Welterman International Ltd.

BSE: 526431 Sector: Others
NSE: N.A. ISIN Code: INE662D01013
BSE 05:30 | 01 Jan Welterman International Ltd
NSE 05:30 | 01 Jan Welterman International Ltd

Welterman International Ltd. (WELTERMANINTL) - Director Report

Company director report

To

The Members of Welterman International Limited

Your Directors have pleasure in presenting the 26th Annual Report togetherwith the Audited Financial Statements for the financial year ended 31st March2018.

1. STATE OF AFFAIRS OF THE COMPANY:

Particulars (Currant year) Year Ended on 31.3.2018 (Previous year) Year Ended on 31.3.2017
Total Revenue 11263427 674383
Profit /(Loss) before Depreciation and tax (17862345) (14022414)
(Less): Depreciation (1314905) (488618)
Profit/ (Loss) before exceptional & Extra ordinary items & tax: (19177250) (14511032)
Add. / (less): Exceptional Items 6301616 11418176
Add / (Less) Extra Ordinary Items - -
Profit / (Loss) Before Tax (12875634) (3092856)
Add./ (Less) Deferred Tax Assets - -
Profit / (Loss): for the year (12875634) (3092856)
Add/(Less): Before brought forward (174077742) (170984886)
Balance carried forward to balance sheet (18.69.53.376) (174077742)

During the year under review the Company has successfully commenced the production offertilizer products from 17th April 2017 which has boosted the total revenueof the Company

2. Dividend

In view of losses your Directors do not recommend dividend for the financial yearended on 31st March 2018.

3. RESERVES

In view of losses your directors do not recommend to carry any amount to its Reserves.

4. DETAILS OF SUBSIDIARY JOINT VENTURE ORASSOCIATES:

Neither the Company has any Subsidiary Joint Venture nor Associate Company nor anyother Company has become or ceased to be subsidiary Joint Venture or Associate Company ofthe Company.

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 forthe financial year ended 31stMarch 2018 the applicable accounting standards had been followed along with properexplanation 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 3151March 2018 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 concern basis

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 Mr. Shakil Z. Memon Director of the Companyretires by rotation at the forthcoming Annual General Meeting and being eligible offershimself for re-appointment.

Mrs. Shamim Sheikh Non - Executive Promoter Director of the Company resigned due topreoccupation and Mrs. Huma Qureshi appointed as Non - Executive Promoter Director inplace of Mrs. Shamim Sheikh w.e.f. 29th May 2018. The Board placed onrecord its appreciation for valuable contributions made by Mrs. Shamim Sheikh during thetenure of directorship.

6.2 KEY MANAGERIAL PERSONNEL :

The following persons have been designated as a whole time Key Managerial Personnel ofthe Company pursuant to section 2(51) and 203 of the Act and Rules made there under. 12 3 * * * * * 9

1. Mr. Shakil Z. Memon Chief Executive Officer

2. Mr. Narendra M. Patel Chief Financial Officer

3. Ms. Mansi N. Vyas Company Secretary

7. PUBLIC DEPOSITS:

The Company has neither accepted nor renewed any Deposits during the Year under review.

8. DECLARATION OF INDEPENDENT DIRECTORS :

All the Independent Directors have given declarations that they meet the criteria of

independence as laid down under Section 149(6) of the Act.

9. PERFORMANCE EVALUATION :

Pursuant to the provisions of the Act and SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 the Board has carried out an annual performanceevaluation of its own performance the directors individually as well as the evaluation ofthe 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.comT

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 in the website of the Company(www.welterman.comT

12. NUMBEROF BOARD AND COMMITTEE MEETINGS CONDUCTED DURING THE YEAR:

A. Board Meeting:

During the year under review 4 (Four) Board Meetings were held on 27lhJune 2017 14th August 201710th November 2017 and 13thFebruary 2018. The gap between any two Board Meetings did not exceed 120 days. Theattendance record of the 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 4/4
2. Ms.Shamim Sheikh Promoter Non Executive Director 4/4
3. Mr. Mihir Bhatia Non Executive Independent Director 4/4
4 Mr. Leeladhar S. kotian Non Executive Independent Director 4/4

B. Audit Committee:

The Audit Committee met 4 (Four) times during the year under review on 27thJune 201714lh August 2017 lO"1 November 2017 and February2018. Scope of the committee includes matters referred in section 177 of the Act andregulation 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. Mihir Bhatia Chairman 4/4
2. Shakil Z. Memon Member 4/4
3. 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 27th June 2017 14th August 2017 and 13thFebruary 2018. 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. Mihir Bhatia Chairman 3/3
2. Shakil Z. Memon Member 3/3
3. Leeladhar S. kotian Member 3/3

D. Stakeholders Relationship Committee:

The Stakeholders Relationship Committee met 4 (four) times during the year under reviewon 27th June 201714th August 201710th November 2017and 13th February 2018. 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. Mihir Bhatia Chairman 4/4
2. Shakil Z. Memon Member 4/4
3. Narendra M. Patel Member 4/4

E. Separate Independent Directors' Meeting:

During the year under review 1 (one) Separate Independent Directors' meeting was heldon 15th March 2018. 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. Mihir Bhatia Chairman 1/1
2. Leeladhar S. Kotian Member 1/1

13. VIGIL MECHANISM:

In compliance with requirements of Section 177(9) & (10) of the Act and LODR aVigil Mechanism or Whistle Blower Policy for directors employees and other stakeholdersto 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:

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.

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 2017-18 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 contains qualification regarding delayed submission offinancial results under regulation 33 of LODR. In that regard your directors would liketo state that you that in view of unavoidable circumstances the meeting could not be heldwithin 60 days from the end of the financial year. Hence the financial results could befurnished to the exchange on 27th June 2017.

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 2018.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 theAct 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 available on web link

http://welterman.com/pdf/Announcements/Form%20No.%20MGT%20-%209.pdfy/

21. CORPORATE GOVERNANCE:

In view of Paid up Capital and Net worth of the Company being lesser then Rs. 10croresand Rs. 25 crores respectively Corporate Governance Report as prescribed in clause C ofSchedule 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. 10200000 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. AUDITORS:

24.1 StatutoryAuditors:

M/s. Rachana Chotalia & Associates Chartered Accountants Vadodara have giventheir consent confirming that their appointment if made would be in accordance with theprovisions of Section 139 and 141 of the Companies Act 2013 read with the Companies(Audit and Auditors) Rules 2014. It is proposed to ratify their appointment for residualperiod of four years from the conclusion of 26th Annual General Meeting tillthe conclusion of 30th Annual General Meeting.

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 2018-19.

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. DeveshVimal & Co. Practicing Company Secretaries Vadodara as Secretarial Auditors of theCompany. The Secretarial Audit Report in the prescribed format of MR-3 is annexed as "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 2018.

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 underthis policy.

The summary of sexual harassment complaints received and disposed off during thefinancial year2017 2018 is as under:

- Numberof Complaints Received Nil
- Numberof 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 : 09.08.2018 Shakil Z. Memon
Place : Vadodara Director & CEO
DIN: 00118152
Huma Qureshi
Director
DIN: 07964833