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Westlife Development Ltd.

BSE: 505533 Sector: Services
NSE: N.A. ISIN Code: INE274F01020
BSE 00:00 | 23 Apr 407.20 7.15
(1.79%)
OPEN

402.10

HIGH

411.95

LOW

399.00

NSE 05:30 | 01 Jan Westlife Development Ltd
OPEN 402.10
PREVIOUS CLOSE 400.05
VOLUME 27335
52-Week high 464.00
52-Week low 286.90
P/E
Mkt Cap.(Rs cr) 6,336
Buy Price 403.60
Buy Qty 5.00
Sell Price 407.20
Sell Qty 1139.00
OPEN 402.10
CLOSE 400.05
VOLUME 27335
52-Week high 464.00
52-Week low 286.90
P/E
Mkt Cap.(Rs cr) 6,336
Buy Price 403.60
Buy Qty 5.00
Sell Price 407.20
Sell Qty 1139.00

Westlife Development Ltd. (WESTLIFEDEVELOP) - Director Report

Company director report

Your Directors are pleased to present their Thirty-Fifth Annual Report and AuditedStatement of Accounts for the year ended March 31 2018

I FINANCIAL DETAILS

Consolidated Financial Highlights (Rs. in Millions)
Particulars 2017-18 2016-17
Revenue from Operations (Net) 11348.74 9307.86
Total Expenses excluding Depreciation Interest and Tax 10575.15 8838.35
EBITDA 951.30 669.79
Profit / (loss) before tax 128.57 (121.20)
Less : Tax Expenses - -
Profit / (loss) after tax 128.57 (121.20)
Standalone Financial Highlights H ( )
Particulars 2017-18 2016-17
EBITDA (5267439) (3027624)
Less : Depreciation 23155 3249
Profit/ (Loss) before Tax (5290594) (3030873)
Less : Tax Expenses - -
Profit/ (Loss) for the year (5290594) (3030873)
Add : Balance brought forward (30833005) (27802132)
Balance Carried forward (36123599) (30833005)

II PERFORMANCE

Standalone Operating Performance

During the financial year 2017-18 the Company has reported a loss after tax of RS.52.91 lakhs as against a loss of RS. 30.31 lakhs for last year.

The Company focuses on putting up and operating Quick Service Restaurants (QSR) inIndia through its wholly owned subsidiary which is a Development Licensee / MasterFranchisee of McDonald’s and operates QSRs under the brand name McDonald’s.

Consolidated financial statements of the Company and its subsidiary prepared inaccordance with applicable accounting standards and duly audited by the Company’sstatutory auditors are annexed.

Subsidiary’s Operating Performance

The highlights of the Subsidiary performance for FY 2017-18 and their contribution tothe overall performance of the Company is provided below:

(Rs. in Millions)

Particulars 2017-18 2016-17
Revenue from Operations (Net) 11348.74 9305.90
Total Expenses excluding Depreciation Interest and Tax 10569.52 8831.90
EBITDA 956.56 672.82
Profit / (loss) before tax 133.86 (118.17)
Less : Tax Expenses - -
Profit / (loss) after tax 133.86 (118.17)

Subsidiaries Joint Ventures or Associate Companies

During the year under review no Company has become or ceased to be the Company’ssubsidiary joint venture or associate company.

As per the provisions of Section 129 (3) of the Companies Act 2013 a statementcontaining salient features of the financial statement of the Company’s subsidiary isprovided as A ‘ nnexure A‘ to the consolidated financial statements.

Dividend

Considering the present financial position as on March 31 2018 no dividend is beingrecommended.

State of the Company’s affairs

Your Company is now classified as a Core Investment Company (‘CIC’) exemptfrom registration with the Reserve Bank of India within the meaning of the Core InvestmentCompanies (Reserve Bank) Directions 2016. It has promoted the operations of QSRs throughits subsidiary as aforesaid. The Company endeavors to continuously improve itsperformance. 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 of your Companyhave occurred between March 31 2018 and the date of the report.

Particularsofloansguaranteeorinvestments

Particulars of the loans given investment made or guarantee given or security providedand the purpose for which the loan or guarantee or security is proposed to be utilised bythe recipient of the loan or guarantee or security are provided in Note No. 7 and 8 to theStandalone Financial Statements.

III DIRECTORS AND MANAGEMENT

Re-appointment of Directors

Pursuant to the provisions of Section 152 of the Companies Act 2013 the office of MrAmit Jatia (DIN : 000016871) is liable to retire by rotation at the ensuing Annual GeneralMeeting and being eligible he offers himself for re-appointment. The Board of Directorson the recommendation of the Nomination and Remuneration Committee has recommended hisre-appointment.

The term of office of Mr Padmanabh Ramchandra Barpande (DIN: 00016214) as anIndependent Director will expire on 31st March 2019. The Board of Directors on therecommendation of the Nomination and Remuneration Committee had recommended reappointmentof Mr Padmanabh Ramchandra Barpande as an Independent Director of the Company w.e.f. April1 2019 for a second term of 5 (five) consecutive years i.e. upto March 31 2024.

The term of office of Mr Manish Chokhani (DIN: 00294011) as an Independent Directorwill expire on March 31 2019. The Board of Directors on the recommendation of the

Nomination and Remuneration Committee had recommended reappointment of Mr ManishChokhani as an Independent Director of the Company w.e.f. April 1 2019 for a second termof 5 (five) consecutive years i.e. upto March 31 2024.

The term of office of Mr Tarun Kataria (DIN: 00710096) as an Independent Directorwill expire on July 31 2019. The Board of Directors on the recommendation of theNomination and Remuneration Committee had recommended reappointment of Mr Tarun Katariaas an Independent Director of the Company w.e.f. August 1 2019 for a second term of 5(five) consecutive years i.e. upto July 31 2024.

Number of meetings of the Board

Four meetings of the Board of Directors were held during the financial year. Forfurther details please refer to the Report on Corporate Governance which forms a part ofthis Annual Report.

Declaration by Independent Directors

The Company has received declarations from all the Independent Directors of the Companyconfirming that they fulfill the criteria of independence as prescribed under subsection(6) of Section 149 of the Companies Act 2013 and the Listing Regulations.

Directors’ Responsibility Statement

As required under Section 134 (3) (c) and pursuant to Section 134 (5) of the CompaniesAct 2013 your Directors state that:

(a) in the preparation of the annual accounts for financial year ended March 31 2018the applicable accounting standards have been followed and there are no departures inadoption of these standards;

(b) the Directors have 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 March 31 2018 and of the profit andloss of the Company for the year ended on that date;

(c) the Directors have 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;

(d) the Directors have prepared the annual accounts for financial year ended March 312018 on a ‘going concern’ basis.

(e) the Directors have laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and were operatingefficiently; and

f) the Directors have devised proper systems to ensure compliance with provisions ofall applicable laws and that such systems were adequate and operating effectively.

Board Evaluation

Pursuant to the provisions of the Companies Act 2013 and Regulation 17 of theSecurities and Exchange Board of India (Listing Obligations and Disclosure Requirements)Regulations 2015 ("the Listing Regulations") the Board has carried out anannual evaluation of its own performance and that of its Committees as well as performanceof the Directors individually. Feedback was sought by way of a structured questionnairethrough online survey (through Survey Monkey) covering various aspects of the Board’sfunctioning such as adequacy of the composition of the Board and its Committees Boardculture execution 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 Remuneration Committee of theBoard to evaluate the performance of individual Directors. The performance evaluation ofthe Non-Independent Directors and the Board as a whole was carried out by the IndependentDirectors. The performance evaluation of the Chairman of the Company was also carried outby the Independent Directors taking into account the views of the Executive Director andNon-Executive Directors. The Directors expressed their satisfaction with the evaluationprocess.

Audit Committee

In accordance with Regulation 18 of the Listing Regulations read with Section 177 ofthe Companies Act 2013 the Company had constituted an Audit Committee which consists ofthree independent non-executive directors namely; (1) Mr P.R. Barpande (Chairman) (2) MrDilip Thakkar (member) (3) Mr Manish Chokhani (member) and one other director Mr AmitJatia (member). The Audit Committee functions in terms of the role and powers delegated bythe Board of Directors of the Company keeping in view the provisions of Regulation 18 ofthe Listing Regulations and Section 177 of the Companies Act 2013 and the correspondingRules made thereunder being the Companies (Meetings of Board and its Powers) Rules 2014.

Vigil Mechanism and Whistleblower Policy

The Vigil Mechanism as envisaged in the Companies Act 2013 the Rules prescribedthereunder and under Regulation 22 of the Listing Regulations is implemented through theCompany’s Vigil & Whistleblower Policy to enable the Directors and employees ofthe Company to report genuine concerns to provide for adequate safeguards againstvictimisation of persons who use such mechanism and make provision for direct access tothe Chairman of the Audit Committee.

The Vigil & Whistleblower Policy of the Company is available on the Company’swebsite at the web-link: http://www.westlife. co.in/investors-compliance-and-policies.php

Auditors

Statutory Auditors and Auditors’ Report

B S R & Associates LLP Chartered Accountants (ICAI Registration No.116231W/W-100024) were appointed as Statutory Auditors of the Company for a term of 5(five) years at the 34th Annual General Meeting (AGM) held on September 20 2017 to holdoffice from the conclusion of the 34th AGM till the conclusion of the 39th AGM of theCompany. They have confirmed that they are not disqualified from continuing as StatutoryAuditors of the Company.

The Notes on financial statements referred to in the Auditors’ Report are 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 2013 read with theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 the Companyhas appointed Mr Shailesh Kachalia Practicing Company Secretary (Certificate of PracticeNumber: 3888) to carry out the Secretarial Audit of the Company.

In terms of the provisions of sub-section (1) of Section 204 of the Companies Act2013 the Company has annexed to this Board Report as ‘Annexure I’ aSecretarial Audit Report given by a company secretary in practice.

The Secretarial Audit Report does not contain any qualification reservation or adverseremark or disclaimer.

Key Managerial Personnel (KMP)

Pursuant to the provisions of Section 203 of the Companies Act 2013 the KeyManagerial Personnel of the Company are Mr Amit Jatia Chief Executive Officer (CEO) MrSuresh

Lakshminarayanan Chief Financial Officer (CFO) and Dr Shatadru Sengupta CompanySecretary (CS). There has been no change in Key Managerial Personnel during the year.

Contracts or Arrangements with Related Parties

Related Party Transactions that were entered into during the year by your Company havebeen disclosed in Form AOC-2 pursuant to Section 134(3) (h) of the Companies Act 2013which has been appended as ‘Annexure II’.

Disclosures on Employee Stock Option Scheme

In compliance with Regulation 14 of Securities and Exchange Board of India (Share BasedEmployee Benefits) Regulations 2014 ('the Regulations’) read with SEBI Circular no.CIR/ CFD/POLICY CELL/2/2015 dated 16th June 2015 your Board of Directors report thatduring the year under review no material changes in the Westlife Development LimitedEmployees 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.

Statement of deviation(s) or variation(s)

With reference to the provisions of Regulation

32 (4) of the Listing Regulations there were no deviations or variations of funds ofthe Company for the financial year.

Policy for Qualifications positive attributes and independence criteria for Directorsand Remuneration for Directors Key Managerial Personnel and other employees

In accordance with the provisions of Section 134(3) (e); sub section (3) and (4) ofSection 178 of the Companies Act 2013 and Regulation 19 read with Part D of Schedule IIof the Listing Regulations the Company has formulated a policy. The said policy has beenappended as ‘Annexure III’ which forms a part of this Report.

Corporate Social Responsibility

The provisions of Section 135 of the Companies Act 2013 as to Corporate SocialResponsibility are not applicable to your Company.

Disclosure pursuant to Rule 5 of the Companies (Appointment andRemuneration ofManagerial Personnel) Rules 2014

In accordance with Rule 5 of the Companies ( A ppointment and Remuneration of

Managerial Personnel) Rules 2014 the following disclosures are made:

The ratio of the remuneration of each director to the median remuneration of theemployees of the Company for the financial year: N.A.*

• the percentage increase in remuneration of each director Chief FinancialOfficer Chief Executive Officer Company Secretary or Manager if any in the financialyear: N.A.*

• the percentage increase in the median remuneration of employees in the financialyear: N.A.*

• the number of permanent employees on the rolls of Company: Three

• average percentile increase already made in the salaries of employees other thanthe managerial personnel in the last financial year and its comparison with the percentileincrease in the managerial remuneration and justification thereof and point out if thereare any exceptional circumstances for increase in the managerial remuneration: N.A.*

• the terms of remuneration are in line with the Remuneration Policy of theCompany.

* Directors did not receive any remuneration from the Company during the year exceptsitting fee for attending meetings of the Board and its Committees and no remuneration isbeing paid to the employees or Key Managerial Personnel of the Company.

Internal Financial Control Systems

Internal Financial Controls are an integrated part of the risk management processaddressing financial and financial reporting risk. The internal financial controls havebeen documented and embedded in the business system.

The Company has a proper and adequate internal audit and control system commensuratewith its size and the nature of its business. No instance of any fraud or misdemeanor hasbeen noticed during the year.

Significant and material orders

There are no significant and material orders passed by the regulators or courts ortribunals impacting the going concerns status and Company’s operations in future.

Public Deposits

The Company did not accept any deposits during the year.

Corporate Governance

Report on Corporate Governance of the Company for the year under review as per therequirements of Regulation 34 (3) read with Para C of Schedule V of the ListingRegulations has been given under a separate section and forms part of this Annual Report.

Management Discussion and Analysis

A detailed review of operations performance and future outlook of the Company and itsbusiness as stipulated under Regulation 34 (2)(e) read with Para B of Schedule V of theListing Regulations is presented in a separate section forming part of the Annual Reportunder the heading ‘Management Discussion and Analysis’.

Investor Education and Protection Fund (IEPF)

No unpaid and unclaimed dividend is lying with Company.

Extracts of Annual Return

In accordance with sub-section 3(a) of Section 134 and sub-section (3) of Section 92 ofthe Companies Act 2013 read with Rule 12 of the Companies (Management andAdministration) Rules 2014 an extract of the annual return as at March 31 2018 formspart of this Report and is appended herewith as ‘Annexure IV’.

Conservation of Energy Technology Absorption and Foreign Exchange Earnings and Outgo

The particulars in respect of conservation of energy technology absorption and foreignexchange earnings and outgo as required under sub-section (3) (m) of Section 134 of theCompanies Act 2013 read with Rule (8)(3) of the Companies (Accounts) Rules 2014 aregiven as under:

A. Conservation of Energy i) The steps taken or impact on conservation of energy: Theoperations of your Company are not energy intensive. ii) The steps taken by the Companyfor utilizing alternate sources of energy: NIL iii) The capital investment on energyconservation equipments: NIL

However the Company’s subsidiary Hardcastle Restaurants Pvt. Ltd has takensignificant measures for conservation of energy and saving the environment as set outmore 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 reduction product development orimport substitution : NIL iii) in case of imported technology (imported during the lastthree years reckoned from the beginning of the

Financial Year): NIL

(a) Details of Technology Imported; (b) Year of Import; (c) Whether the Technology hasbeen fully absorbed; (d) if not fully absorbed areas where absorption has not takenplace and the reasons thereof. iv) Your Company has not incurred any expenditure onResearch and Development during the year under review.

C. Foreign Exchange Earnings and Outgo

During the year under review there were no foreign exchange inflow outflow orearnings.

Risk Management

Your Company has a well-defined risk management framework in place. The risk managementframework works at various levels across the Company. The Company has a robustorganisational structure for managing and reporting on risks.

Your Company has constituted a Risk Management Committee of the Board which isauthorised to monitor and review a Risk Management Plan. The Risk Management Plan providesa detailed programme for risk prevention risk mitigation and risk management and theoperation/working thereof along with reporting of any new risks. The Risk Management Planhas been established across the organisation and is designed to prevent mitigate andmanage 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 the Annual Reportfor the top 500 listed entities based on market capitalization. In compliance with theListing Regulations we have integrated BRR disclosures annexed as ‘Annexure-VI’to the Board’s Report.

VI ACKNOWLEDGEMENT

The Board of Directors wishes to express its gratitude and record sincere appreciationfor the dedicated efforts of all employees of the Company. The Board is thankful to theesteemed shareholders for their continued support and confidence reposed in the Company.The Board takes this opportunity to express its gratitude for the valuable assistance andco-operation extended by all stakeholders including government authorities customersbanks vendors advisors and other business partners.

For and on behalf of the Board of Directors

Sd/- Sd/-
Banwarilal Jatia Amit Jatia
Director Director
DIN:00016823 DIN:00016871
Place: Mumbai
Date: July 27 2018