Your Directors are pleased to present their Thirty-Eighth Annual Reportand Audited Statement of Accounts for the year ended March 31 2021.
I FINANCIAL DETAILS
Consolidated Financial Highlights
(H in millions)
|Particulars ||2020-2021 ||2019-2020 |
|Total Income ||10303.33 ||15607.86 |
|Total Expenses including Depreciation amortisation and Finance Costs. ||11632.53 ||15529.29 |
|EBITDA ||912.50 ||2270.40 |
|(Loss) / Profit before exceptional items ||(1329.20) ||78.57 |
|Less : Exceptional Items ||(41.86) ||166.31 |
|(Loss) before tax ||(1287.34) ||(87.74) |
|Less : Tax Expenses ||(293.11) ||(14.26) |
|(Loss) for the year ||(994.23) ||(73.48) |
|Other comprehensive income for the year ||2.07 ||(10.00) |
|Total comprehensive income for the year ||(992.16) ||(83.48) |
Standalone Financial Highlights
(H in millions)
|Particulars ||2020-2021 ||2019-2020 |
|EBITDA ||(3.97) ||(3.05) |
|Less : Depreciation ||0.02 ||0.02 |
|Profit/ (Loss) before Tax ||(3.99) ||(3.07) |
|Less : Tax Expenses ||- ||- |
|Profit/ (Loss) for the year ||(3.99) ||(3.07) |
|Add : Balance brought forward- Retained Earnings ||(54.51) ||(51.44) |
|Balance Carried forward- Retained Earnings ||(58.51) ||(54.51) |
Standalone Operating Performance
During the financial year -2020-21 the Company has reported a lossafter tax of H3.99 million as against a loss of Rs 3.07 million for the previous year.
The Company focuses on putting up and operating Quick ServiceRestaurants (QSR) in India through its wholly owned subsidiary which is a DevelopmentLicensee / Master Franchisee of McDonald's and operates QSRs under the brand nameMcDonald's.
Consolidated financial statements of the Company and its subsidiaryprepared in accordance with applicable accounting standards and duly audited by theCompany's statutory auditors are annexed.
Subsidiary's Operating Performance
The highlights of the Subsidiary's performance for FY 2020-21 and itscontribution to the overall performance of the Company is provided below:
(H in millions)
|Particulars ||2020-2021 ||2019-2020 |
|Particulars ||2020-2021 ||2019-2020 |
|Total Income ||10299.03 ||15602.91 |
|Total Expenses including Depreciation amortisation expense and Finance costs ||11624.22 ||15521.18 |
|EBITDA ||916.47 ||2273.44 |
|(Loss)/ Profit before exceptional items ||(1325.19) ||81.63 |
|Exceptional items ||(41.86) ||166.31 |
|(Loss) before tax ||(1283.33) ||(84.68) |
|Less : Tax Expenses ||(293.11) ||(14.21) |
|Profit / (loss) for the year ||(990.22) ||(70.47) |
|Other comprehensive income for the year ||2.07 ||(10.00) |
|Total comprehensive income for the year ||(988.15) ||(80.46) |
Subsidiaries Joint Ventures or Associate Companies
During the year under review no company has become or ceased to be theCompany's subsidiary joint venture or associate company.
As per the provisions of Section 129(3) of the Companies Act 2013 astatement containing salient features of the financial statements of the Company'ssubsidiary is provided as 'Annexure A' to the consolidated financial statements.
Considering the present financial position as on 31st March 2021 nodividend is being recommended.
State of the Company's affairs
Your Company was classified as a Core Investment Company ('CIC')exempted from registration with the Reserve Bank of India within the meaning of the CoreInvestment Companies (Reserve Bank) Directions 2016. It has promoted the operations ofQSRs through its subsidiary as aforesaid. The Company endeavors to continuously improveits performance. Your Directors are satisfied with the present state of the Company'saffairs.
Transfer to Reserves
No funds are being transferred to the reserves.
Material changes and commitments
No material changes and commitments affecting the financial position ofyour
Company have occurred between 31st March 2021 and the date of thereport.
Particulars of loans guarantee or investments
Particulars of the loans given investment made or guarantee given orsecurity provided and the purpose for which the loan or guarantee or security is proposedto be utilised by the recipient of the loan or guarantee or security are provided in NoteNo. 4 to the Standalone Financial Statements.
Maintenance of Cost Records
During the period under review your Company was not required tomaintain cost records as specified by the Central Government under sub-section (1) ofSection 148 of the Companies Act 2013.
Internal Complaints Committee for Sexual Harassment
Your Company has complied with the provisions relating to theconstitution of Internal Complaints Committee under the Sexual Harassment of Women atWorkplace (Prevention Prohibition and Redressal) Act 2013.
III DIRECTORS AND MANAGEMENT Re-appointment of and change in Directors
Pursuant to the provisions of Section 152 of the Companies Act 2013the office of Mr Amit Jatia (DIN: 00016871) is liable to retire by rotation at the ensuingAnnual General Meeting and being eligible he offers himself for re-appointment. The
Board of Directors has recommended his re-appointment.
Further Mr Achal Jatia Director of the Company has resigned due topersonal reasons w.e.f. 29th July 2021.
Based on the recommendation of the Nomination and RemunerationCommittee vide its resolution dated 9th August 2021 Mr Akshay Jatia (DIN: 07004280) hadbeen appointed under Section 161 of the Companies Act 2013 ('the Act') as an AdditionalDirector of the Company w.e.f. 13th August 2021 liable to retire by rotation by theBoard of Directors vide its resolution dated 13th August 2021. He holds office upto thedate of the ensuing AGM. The Company has received a notice in writing from a memberpursuant to Section 160 of the Companies Act 2013 proposing his candidature for theoffice of Director of the Company liable to retire by rotation. The Board commends theresolution for members' approval.
Number of meetings of the Board
Five meetings of the Board of Directors were held during the financialyear. For further details please refer to the Report on Corporate Governance which formsa part of this Annual Report.
Declaration by Independent Directors
The Company has received declarations from all the IndependentDirectors of the Company confirming that they fulfill the criteria of independence asprescribed under sub-section (6) of Section 149 of the Companies Act 2013 and the ListingRegulations.
Directors' Responsibility Statement
As required under Section 134 (3) (c) and pursuant to Section 134 (5)of the Companies Act 2013 your Directors state that:
(a) in the preparation of the annual accounts for financial year ended31st March 2021 the applicable accounting standards have been followed and there are nodepartures in adoption of these standards;
(b) the Directors have selected such accounting policies and appliedthem consistently and made judgments and estimates that are reasonable and prudent so asto give a true and fair view of the state of affairs of the Company at 31st March 2021and of the profit and loss of the Company for the year ended on that date;
(c) the Directors have taken proper and sufficient care for themaintenance of adequate accounting records in accordance with the provisions of this Actfor safeguarding the assets of the Company and for preventing and detecting fraud andother irregularities;
(d) the Directors have prepared the annual accounts for financial yearended 31st March 2021 on a 'going concern' basis.
(e) the Directors have laid down internal financial controls to befollowed by the Company and that such internal financial controls are adequate and wereoperating efficiently; and
(f) the Directors have devised proper systems to ensure compliance withprovisions of all applicable laws and that such systems were adequate and operatingeffectively.
Pursuant to the provisions of the Companies Act 2013 and Regulation 17of the Securities and Exchange Board of India (Listing Obligations and DisclosureRequirements) Regulations 2015 ("the Listing Regulations") the Board hascarried out an annual evaluation of its own performance and that of its Committees as wellas performance of the Directors individually. Feedback was sought by way of a structuredquestionnaire through online survey covering various aspects of the Board's functioningsuch as adequacy of the composition of the Board and its Committees Board cultureexecution and performance of specific duties obligations and governance and theevaluation was carried out based on responses received from the Directors.
A separate exercise was carried out by the Nomination and RemunerationCommittee of the Board to evaluate the performance of individual Directors. Theperformance evaluation of the Non-Independent Directors and the Board as a whole wascarried out by the Independent Directors. The performance evaluation of the Chairman ofthe Company was also carried out by the Independent Directors taking into account theviews of the Executive Director and Non-Executive Directors. The
Directors expressed their satisfaction with the evaluation process.
In accordance with Regulation 18 of the Listing Regulations read withSection 177 of the Companies Act 2013 the Company had constituted an Audit Committeewhich consists of three independent non-executive directors namely; (1) Mr P.R. Barpande(Chairman) (2) Mr Tarun Kataria (member) Ms Amisha Hemchand Jain (member) and one otherdirector Mr Amit Jatia (member). The Audit Committee functions in terms of the role andpowers delegated by the Board of Directors of the Company keeping in view the provisionsof Regulation 18 of the Listing Regulations and Section 177 of the Companies Act 2013 andthe corresponding Rules made thereunder being the Companies (Meetings of Board and itsPowers) Rules 2014.
Further Ms Amisha Hemchand Jain was appointed as a member of the AuditCommittee by the Board of Directors of the Company vide its resolution dated 11th June2020.
Vigil Mechanism and Whistleblower Policy
The Vigil Mechanism as envisaged in the Companies Act 2013 the Rulesprescribed thereunder and under Regulation 22 of the Listing Regulations is implementedthrough the Company's Vigil & Whistleblower Policy to enable the Directors andemployees of the Company to report genuine concerns to provide for adequate safeguardsagainst victimisation of persons who use such mechanism and make provision for directaccess to the Chairman of the Audit Committee.
The Vigil & Whistleblower Policy of the Company is available on theCompany's website at the web-link: http://www. westlife.co.in/investors-compliance-and-policies.php
Statutory Auditors and Auditors' Report
B S R & Associates LLP Chartered Accountants (ICAI RegistrationNo. 116231W/W-100024) had been appointed as Statutory Auditors of the Company for a termof 5 (five) years at the 34th Annual General Meeting (AGM) held
on 20th September 2017 to hold office from the conclusion of the 34thAGM till the conclusion of the 39th AGM of the Company. They have confirmed that they arenot disqualified from continuing as Statutory Auditors of the Company.
The Notes on financial statements referred to in the Auditors' Reportare self- explanatory hence no clarification is required. The Auditors' Report does notcontain any qualification reservation adverse remark or disclaimer.
Secretarial Audit and Report of company secretary in practice
Pursuant to the provisions of Section 204 of the Companies Act 2013read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules2014 the Company had appointed Mr Shailesh Kachalia Practicing Company Secretary(Certificate of Practice Number: 3888) to carry out the Secretarial Audit of the Company.
In terms of the provisions of sub-section (1) of Section 204 of theCompanies Act 2013 read with Regulation 24A of the SEBI (LODR) Regulations 2015 theCompany has annexed to this Board Report as 'Annexure I' a Secretarial Audit Report givenby a company secretary in practice.
The Secretarial Audit Report does not contain any qualificationreservation or adverse remark or disclaimer.
Key Managerial Personnel (KMP) Pursuant to the provisions ofSection 203 of the Companies Act 2013 the Key Managerial Personnel of the Company are MrAmit Jatia Chief Executive Officer (CEO) Mr Pankaj Roongta Chief Financial Officer(CFO) (w.e.f. 4th May 2020) and Dr. Shatadru Sengupta Company Secretary (CS). During theyear Mr Pankaj Roongta was appointed as Chief Financial Officer of the Company w.e.f. 4thMay 2020.
Contracts or Arrangements with Related Parties
Related Party Transactions that were entered into during the year byyour Company have been disclosed in Form AOC-2 pursuant to Section 134(3) (h) of theCompanies Act 2013 which has been appended as 'Annexure II'.
In compliance with clause 2A Part-A Schedule V of the SEBI (LODR)Regulations 2015 during the period under review the Company has not entered into anytransaction with any person or entity belonging to the promoter/promoter group whichhold(s) 10% or more shareholding in the company.
Disclosures on Employee Stock Option Scheme
In compliance with Regulation 14 of Securities and Exchange Board ofIndia (Share Based Employee Benefits) Regulations 2014 ('the Regulations') read with SEBICircular no. CIR/CFD/POLICY CELL/2/2015 dated 16th June 2015 your Board of Directorsreport that during the year under review no material changes in the Westlife DevelopmentLimited Employees Stock Option Scheme 2013 (the 'Scheme') had taken place and that theScheme is in compliance with the Regulations. Further the details mentioned in theRegulations have been disclosed on the Company's website at web link: http://www.westlife.co.in/web/compliance.aspx.
Policy for Qualifications positive attributes and independencecriteria for Directors and Remuneration for Directors Key Managerial Personnel and otheremployees
In accordance with the provisions of Section 134(3) (e); sub section(3) and (4) of Section 178 of the Companies Act 2013 and Regulation 19 read with Part Dof Schedule II of the Listing Regulations the Company has formulated this policy. Thesaid policy has been appended as 'Annexure III' which forms a part of this Report.
Corporate Social Responsibility
The provisions of Section 135 of the Companies Act 2013 as toCorporate Social Responsibility are not applicable to your Company.
Disclosure pursuant to Rule 5 of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014
In accordance with Rule 5 of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 the following disclosures are made:
The ratio of the remuneration of each director to the medianremuneration of the employees of the Company for the financial year: N.A.*
the percentage increase in remuneration of each director ChiefFinancial Officer Chief Executive Officer Company Secretary or Manager if any in thefinancial year: N.A.*
the percentage increase in the median remuneration of employeesin the financial year: N.A.*
the number of permanent employees on the rolls of Company: Three
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: N.A.*
the terms of remuneration are in line with the RemunerationPolicy of the Company.
*Directors did not receive any remuneration from the Company during theyear except sitting fee for attending meetings of the Board and its Committees and noremuneration is being paid to the employees or Key Managerial Personnel of the Company.
Internal Financial Control Systems
Internal Financial Controls are an integrated part of the riskmanagement process addressing financial and financial reporting risk. The internalfinancial controls have been documented and embedded in the business system.
The Company has a proper and adequate internal audit and control systemcommensurate with its size and the nature of its business. No instance of any fraud ormisdemeanor has been noticed during the year.
Significant and material orders
There are no significant and material orders passed by the regulatorsor courts or tribunals impacting the going concerns status and Company's operations infuture.
The Company did not accept any deposits during the year.
Report on Corporate Governance of the Company for the year underreview as per the requirements of Regulation 34 (3) read with Para C of Schedule V of theListing Regulations has been given under a separate section and forms part of this AnnualReport.
Management Discussion and Analysis
A detailed review of operations performance and future outlook of theCompany and its business as stipulated under Regulation 34 (2)(e) read with Para B ofSchedule V of the Listing Regulations is presented in a separate section forming part ofthe Annual Report under the heading 'Management Discussion and Analysis'.
Investor Education and Protection Fund (IEPF)
No unpaid and unclaimed dividend is lying with the Company.
Extracts of Annual Return
In accordance with sub-section 3(a) of Section 134 and sub-section (3)of Section 92 of the Companies Act 2013 read with Rule 12 of the Companies (Managementand Administration) Rules 2014 an extract of the annual return as at 31st March 2021forms part of this Report and is appended herewith as 'Annexure IV'.
Conservation of Energy Technology Absorption and Foreign ExchangeEarnings and Outgo
The particulars in respect of conservation of energy technologyabsorption and foreign exchange earnings and outgo as required under sub-section (3) (m)of Section 134 of the Companies Act 2013 read with Rule (8) (3) of the Companies(Accounts) Rules 2014 are given as under:
A. Conservation of Energy
i) The steps taken or impact on conservation of energy: The operationsof your Company are not energy intensive.
ii) The steps taken by the Company for utilizing alternate sources ofenergy: NIL
iii) The capital investment on energy conservation equipments: NIL
However the Company's subsidiary Hardcastle Restaurants Pvt. Ltd hastaken significant measures for conservation of energy and saving the environment as setout more particularly in the Business Responsibility Report forming part of this AnnualReport.
B. Technology Absorption
i) The efforts made towards technology absorption : NIL
ii) The benefits derived like product improvement cost reductionproduct development or import substitution : NIL
iii) in case of imported technology (imported during the last threeyears reckoned from the beginning of the Financial Year): NIL
(a) Details of Technology Imported;
(b) Year of Import;
(c) Whether the Technology has been fully absorbed;
(d) if not fully absorbed areas where absorption has not taken placeand the reasons thereof.
iv) Your Company has not incurred any expenditure on Research andDevelopment during the year under review.
C. Foreign Exchange Earnings and Outgo
During the year under review there were no foreign exchange inflowoutflow or earnings.
Your Company has a well-defined risk management framework in place. Therisk management framework works at various levels across the Company. The Company has arobust organisational structure for managing and reporting on risks.
Your Company has constituted a Risk Management Committee of the Boardwhich is authorised to monitor and review a Risk Management Plan including Cyber Security.The Risk Management Plan provides a detailed programme for risk prevention riskmitigation and risk management and the operation/working thereof along with reporting ofany new risks. The Risk Management Plan has been established across the organisation andis designed to prevent mitigate and manage risks that affect the Company.
IV DIVIDEND DISTRIBUTION POLICY
The above policy is enclosed as 'Annexure-V' to the Board's Report andalso available on the Company's website at http://www.westlife.co.in/investors-compliance-and-policies.php
V BUSINESS RESPONSIBILITY REPORT (BRR)
The Listing Regulations mandate the inclusion of the BRR as part of theAnnual Report for the top 500 listed entities based on market capitalization. Incompliance with the Listing Regulations we have
integrated BRR disclosures annexed as 'Annexure-VI' to the Board'sReport.
The Board of Directors wishes to express its gratitude and recordsincere appreciation for the dedicated efforts of all employees of the Company. The Boardis thankful to the esteemed shareholders for their continued support and confidencereposed in the Company. The Board takes this opportunity to express its gratitude for thevaluable assistance and co-operation extended by all stakeholders including governmentauthorities customers banks vendors advisors and other business partners.
For and on behalf of the Board of Directors
|Sd/- ||Sd/- |
|Amit Jatia ||Smita Jatia |
|Director ||Director |
|DIN:00016871 ||DIN:03165703 |
|Place: Mumbai || |
|Date: 13th August 2021 || |