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Welterman International Ltd.

BSE: 526431 Sector: Agri and agri inputs
NSE: N.A. ISIN Code: INE662D01013
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NSE 05:30 | 01 Jan Welterman International Ltd
OPEN 7.94
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VOLUME 50
52-Week high 8.00
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P/E 2.45
Mkt Cap.(Rs cr) 4
Buy Price 0.00
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Sell Price 0.00
Sell Qty 0.00
OPEN 7.94
CLOSE 7.94
VOLUME 50
52-Week high 8.00
52-Week low 2.35
P/E 2.45
Mkt Cap.(Rs cr) 4
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 their 29th Annual Report togetherwith the Audited Financial Statements for the financial year ended 31st March2021.

1. Financial Highlights/Summary:

PARTICULARS Year ended on 31.03.2021 Year ended on 31.03.2020
Total Revenue 18764785 21947922
Profit/(Loss) before depreciation and tax 173242 1700196
(Less): Depreciation (2001446) (1649924)
Profit/(Loss) before Exceptional & Extra ordinary items & tax (1828204) 50273
Add/(Less): Exceptional Items - -
Add/(Less): Extra Ordinary Items - -
Profit /(Loss) Before Tax (1828204) 50273
Add/(Less): Deferred Tax Assets - -
Profit/(Loss) for the Year (1828204) 50273
Add/(Less): Balance brought forward (174884180) (174934449)
Balance carried forward to Balance sheet (176712384) (174884176)

i Financial Performance:

During FY 2020-21 total income of the Company was Rs. 1.88 Crores as compared to Rs.2.19 Crores in FY 2019-20 showing a decrease of 14.50%.

The Company has booked loss of Rs. 18.28 Lakhs during the current year as againstprofit of Rs. 50273 in the previous year.

2. Dividend:

In view of accumulated losses your Directors do not recommend any dividend for thefinancial year ended on 31st March 2021.

3. 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.

4. 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.

5. 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.

6. 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.

7. Directors And Key Managerial Personnel:

During the year under review:

Mr.Shakil Z. Memon Chief Executive Officer (CEO) and Director of the Company resignedand Mr.Mohammed Mansur H. Dhanani was appointed as aChief Executive Officer (CEO) in hisplace w.e.f. 30thJuly 2020.The Board has acknowledged his contribution in theorganisation.

Ms. Mansi Vyas Company Secretary and Compliance Officer of the Company resigned w.e.f.11th February 2021 and Ms. Nikita Christian was appointed as a CompanySecretary and Compliance Officer of the Company w.e.f. 17th February 2021.

Mr. Mohammed Mansur H. Dhanani Director of the Company retires by rotation at theensuing Annual General Meeting and being eligible offers himself for re-election as aRetiring Director.

8. 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.

9. (A)Statement on declaration given by Independent Directors under section 149(6) ofthe Act:

The Board of Directors hereby declares that all the independent directors dulyappointed by the Company have given the declaration and they meet criteria of independenceas provided under Section 149(6) of the Act.

(B) A statement with regard to integrity expertise and experience of IndependentDirectors

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

10. 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.

11. 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).

12. Remuneration 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 for the same ishttp://welterman.com/pdf/governance/companv%20policies%20and%20codes/NOMINATIQN%20&%20REMUNERATION%20POLICY.pdf

13. 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 on30th July 2020 24th August 2020 12th November 202011th February 2021 and 17th February 2021. The gap between any twoBoard Meetings did not exceed 120 days. The attendance record of the Directors at theBoard Meetings is as under:-

Sr. No. Name of the Director Designation No. of Meetings attended/held during tenure
1 Mr.Shakil Z.Memon* Chief Executive Officer& Director 0
2 Ms.Huma Madani 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 4/4

*Mr.Shakil Z. Memon Executive Director& CEO of the Company resigned w.e.f. 30thJuly 2020 **Mr.Mohammed Mansur H. Dhanani was appointed as an Executive Director&CEO w.e.f. 30th July 2020.

B. Audit Committee:

The Audit Committee met 4 (Four) times during the year under review on 30thJuly 2020 24th August 2020 12th November 2020 and 11thFebruary 2021. Scope of the Committee includes matters referred in section 177 of the Actand regulation 18 read with part C of Schedule II of SEBI (LODR) Regulations 2015.TheCommittee inter alia reviews the Internal Control System Scope of Internal Audit Reportsof Internal Auditors and Compliance of various regulations. The Committee reviews thefinancial statements and approves the same before they are placed before the Board.

Below given table provides the attendance of the Audit Committee members:

Sr. No. Composition 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 0
4. Mr. Mohammed Mansur H. Dhanani** Member 3/3

* Mr.Shakil Z. Memon Member of the Audit Committee has resigned from the post of CEOand Director of the Companyw.e.f. 30thJuly 2020.

**Mr. Mohammed Mansur H. Dhanani Chief Executive Officer was appointed as a Member ofAudit Committee w.e.f. 30th July 2020.

C. Nomination And Remuneration Committee:

The Nomination and Remuneration Committee met 4 (Four) times during the year underreview on 30th July 2020 24th August 2020 11thFebruary 2021 and 17th February 2021. Below given table provides theattendance of the Nomination and Remuneration Committee members:

Sr. No. Composition 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

D. Stakeholders Relationship Committee:

The Stakeholders Relationship Committee met 4 (four) times during the year under reviewon30th July 2020 24th August 2020 12th November2020 and 11th February 2021.Below given table provides the attendance of theStakeholders Relationship Committee members:

Sr. No. Composition Position No. of Meetings attended during tenure
1 Mr.Leeladhar S. Kotian Chairman 4/4
2 Mr.Shakil Z. Memon* Member 0
3 Mr.Narendra M. Patel Member 4/4
Mr. Mohammed Mansur H. Dhanani** Member 3/3

* Mr.Shakil Z. Memon Member of the Stakeholders Relationship Committee has resignedfrom the post of CEO of the Company w.e.f. 30th July 2020.

**Mr. Mohammed Mansur H. Dhanani Chief Executive Officer& Director was appointedas a Member of Stakeholders Relationship Committee w.e.f. 30th July 2020.

E. Separate Independent Directors' Meeting:

During the year under review 1 (one) Separate Independent Directors' meeting was heldon 18th March 2021. Below given table provides the attendance of the meetingof Separate Independent Directors:

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

14. 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.

15. 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.

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

Neither the Statutory Auditors nor the Secretarial Auditors of the Company in theirrespective reports have made any qualifications reservations adverse remarks ordisclaimers. Accordingly no explanations/ comments thereon are required to be furnished.

17. 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.

18. 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.

19. 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.

20. 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.

21. Corporate Governance:

In view of Paid up Equity Capital and Net worth of the Company being lesser then Rs.10 Crores and Rs. 25 Crores respectively Corporate Governance Report as prescribed inclause C 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. 10200000 or more per annum or Rs.850000 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. Loans Guarantees and Investments:

During the FY 2020-21 your Company has neither given any guarantees nor securities normade any investments within the meaning of the provisions of Section 186 of the Act.

However the aggregate of loans and advances granted are within the limits of Section186 of the Act and have been disclosed in financial statements.

24. Auditors:

24.1 Statutory Auditors and Report:

M/s. Rachana Chotalia & Associates Chartered Accountants Vadodara the StatutoryAuditors of the Company were appointed by the members of the Company at their 25th AGM tohold office until the conclusion of 30th Annual General Meeting to be held inthe year 2022.

24.2 Internal Auditors:

The Company has appointed M/s. Jwalant Shah & Co. Chartered AccountantsVadodaraas an Internal Auditor of the Company to carry out the Internal Audit of variousoperational areas of the Company for the Financial Year 2021-22.

24.3 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 Practising 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 2021.

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 2020 - 21 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. 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.

31. 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.

32. 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.

33. 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.

34. Compliance of Applicable Secretarial Standards:

In terms of Clause no. 9 of Revised SS-1 (Revised Secretarial Standards on Meetings ofBoard of Directors effective from 01.10.2017) your Directors state that the Company hasbeen compliant of applicable secretarial standards during the year under review.

35. Disclosure in respect of cost records:

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

36. Change in the nature of Business :

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

37. Annual Return:

The Company has placed a copy of the annual return on its website and the same isavailable on www.welterman.com.

38. Statutory Disclosures:

Your Directors state that there being no transactions with respect to following itemsduring the year under review no disclosure or reporting is required in respect of thesame:

1. Issue of equity shares with differential rights as to dividend voting or otherwise.

2. Issue of shares (including sweat equity shares) to employees of your Company underany scheme.

3. Neither the Managing Director nor the Whole-time Director of your Company receivesany remuneration or commission from the Company and the Company does not have anySubsidiary/Holding company.

4. Buy-back of shares or under Section 67(3).

5. No application was made or any proceeding is pending under the Insolvency andBankruptcy Code 2016.

6. No settlements have been done with banks or financial institutions.

39. Acknowledgement:

Your Directors place on record their sincere thanks to Government Customers VendorsBankers and Employees at all levels during the year. Your Directors also gratefullyacknowledge the support of the shareholders and confidence reposed on your Company.

For and on behalf of the Board
Welterman International Limited
Date :13.08.2021 Mohammed Mansur H. Dhanani HumaMadani
Place : Vadodara Director& CEO Director
DIN:08814878 DIN:07964833

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