Wires & Fabriks (S.A) Ltd.
|BSE: 507817||Sector: Industrials|
|NSE: N.A.||ISIN Code: INE469D01013|
|BSE 00:00 | 04 Aug||75.05||
|NSE 05:30 | 01 Jan||Wires & Fabriks (S.A) Ltd|
Wires & Fabriks (S.A) Ltd. (WIRESFABRIKS) - Director Report
Company director report
For the Year 2019-20 Dear Members
The Directors of the Company have pleasure in presenting the 63rd Annual Report andAudited Financial Statements of the Company for the year ended 31st March 2020.
The financial results in brief for the year ended 31st March 2020 are as under:
In view of the unprecedented times and the need to conserve cash at this time yourDirectors have recommended to the Members a dividend of Rs. 0.10 per share (previous yearRs. 0.60 per share) amounting to Rs. 3.06 Lacs for the financial year ended 31st March2020.
OPERATIONS & FUTURE OUTLOOK
During the year under review the performance of your Company showed an improvingtrend. However due to the Lockdown the Company closed the Financial Year with decreasedturnover. In view of the various improvements done your Company was able to improve theprofitability. The current situation is unprecedented. This may have some bearing on ourperformance in the near future. The Company is making its best efforts to ensure that itsemployees their families and the public at large stay safe and all health &government guidelines are followed. Efforts are being made to ensure best results duringthese adverse times. The plan for expansion cum modernization is underway which is nowexpected to be completed in FY 2022-23.
Your Company continues to maintain its leadership in Technical Textiles due tocontinued thrust on new product development and technology up-gradation. A number of stepstaken to reduce costs and increase market penetration will lead to improved performance inthe coming years. The current economic scenario may however affect the results of theCompany in the short term. With economic improvement the Indian Paper Industry isexpected to grow at a higher rate than the GDP growth especially in the packagingsegment. The expected completion of expansion cum
modernization project together with our strong thrust on exports will enable yourCompany to become more competitive and enter new markets.
Mr. D. D. Trivedi aged about 87 years an Independent Director of the Companytendered his resignation due to his advanced age vide letter dated 4th April 2019 whichwas subsequently noted by Board of Directors in its meeting held on 28th May 2019. TheBoard placed on records its appreciation for the valuable guidance provided by Mr.Trivedi during his association with the Company.
Mr. M.L. Bhagat and Mr. S. K. Mitra Independent Directors of the Company who wereappointed for a term of 5 years with effect from 30th March 2015 have retired uponcompletion of their respective terms of 5 years on 29th March 2020. They expressed theirwillingness for retirement from the directorship of the Company due to their othercommitments which was noted and accepted by Board of Directors in its meeting held on 13thFebruary 2020. The Board conveyed its sincere appreciation for the valuable contributionmade by Shri M. L. Bhagat and Shri S. K. Mitra during their tenure as directors of theCompany.
The existing Independent Directors of the Company namely Mr. Satish Ajmera and Mr.Saroj Khemka who were appointed for a term of 5 years with effect from 30th March 2015and 12th August 2015 respectively and completing their terms on 29th March 2020 and11th August 2020 respectively were re-appointed for further term of 5 years with effectfrom 30th March 2020 and 12th August 2020 respectively by the Board of Directors in itsmeeting held on 13th February 2020. Further Mr. Rishi Bajoria and Dr. Sudhir Bhandarihave been appointed as an Additional Independent Directors of the Company with effect from13th February 2020 and 13th June 2020 respectively who shall hold office upto the dateof ensuing Annual General Meeting. The Board of Directors recommends there-appointments/appointments of above named Directors namely Mr. Satish Ajmera Mr. SarojKhemka Mr. Rishi Bajoria and Dr. Sudhir Bhandari. Appropriate resolutions seeking theirre-appointments/ appointments and their profiles are given in the Notice convening theAnnual General Meeting.
In accordance with the provisions of the Companies Act and the Articles of Associationof the Company Mr. Mahendra Khaitan Director of the Company will retire by rotation atthe ensuing Annual General Meeting and being eligible offer himself for re-appointment.The Board recommends his re-appointment. Profile of Mr. Mahendra Khaitan is given in theNotice of the Annual General Meeting.
M/s S. K. Agrawal & Co. Chartered Accountants (Firm Regn No. 306033E) who wereappointed as Statutory Auditors for the term of five years in the 61st Annual GeneralMeeting of the Company had tendered their resignation vide letter dated 10th September2019 due to geographical limitations. M/s Jain Shrimal & Co. (Firm Regn No. 001704C)Chartered Accountants were appointed by the Members though Postal Ballot process on 18thOctober 2019 to fill casual vacancy in the office of Statutory Auditors who holds officetill the conclusion of ensuing Annual General Meeting. The Board recommends appointment ofM/s Jain Shrimal & Co. Chartered Accountants as Statutory Auditors of the Companyfor the term of five years from the conclusion of the ensuing 63rd Annual General Meetingtill the conclusion of 68th Annual General Meeting of the Company. M/s Jain Shrimal &Co. have expressed their willingness and offered themselves for such appointment. Thereare no qualifications reservations adverse remarks or disclaimer in the Statutory AuditReport neither any fraud has been reported by auditors under section 143(12) of theCompanies Act 2013.
The Secretarial Audit was carried out by Mr. Mayank Daga Practicing Company Secretary(Certificate of Practice No. 16509) for the financial year ended 31st March 2020. Interms of provisions of the Companies Act on recommendation of the Audit Committee the
Board at its meeting held on 28th May 2019 had appointed Mr. Mayank Daga PracticingCompany Secretary as the Secretarial Auditor for the financial year ending 31st March2020. The Secretarial Auditors' Report for the financial year ending 31st March 2020 isannexed herewith. There are no qualifications reservations adverse remarks or disclaimerin the Secretarial Audit Report.
Information's / statements as per the applicable provisions of the Companies Act &rules made thereunder the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015
Secretarial Standard 1 & 2 and other applicable statutory provisions are annexed.
The Directors wish to place on record their gratitude to the Customers InvestorsBankers Suppliers
Government agencies and all other business associates for their valuable assistancecontinued support and confidence in the Company. The Directors also place on record theirdeep appreciation to all employees of the Company for their continued & unstintedefforts during the year.
Place: Jaipur Date: 13th June 2020
ANNEXURE TO THE DIRECTORS' REPORT
The details forming part of the extract of the Annual Return in prescribed formMGT 9 may be referred to at the Company's official website at http://www. wirefabrik.com/shareholder/AnnualReturn.pdf.
The details of the Board Meetings held during the Financial Year 2019-20 havebeen furnished in the Report on Corporate Governance.
Directors' Responsibility Statement
Directors Responsibility Statement pursuant to Section 134(3)(c) read with Section134(5) of the Companies Act 2013. It is hereby confirmed that:
o in the preparation of the annual accounts the applicable accounting standards hadbeen followed;
o the directors had selected such accounting policies and applied them consistently andmade judgments and estimates that are reasonable and prudent so as to give a true and fairview of the state of affairs of the company at the end of the financial year and of theprofit and loss of the company for that period;
o 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;
o the directors had prepared the annual accounts on a going concern basis;
o the directors had laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively; and
the directors had devised proper systems to ensure compliance with the provisions ofall applicable laws and that such systems were adequate and operating effectively.
The Company has obtained the declaration from all the Independent Directorsstating their Independence pursuant to Section 149(6) of the Companies Act 2013.
A Nomination and Remuneration Policy has been formulated pursuant to theprovisions of Section 178 and other applicable provisions of the Companies Act 2013 andRules thereto stating therein the Company's policy on Directors' appointment and theirremuneration by the Nomination and Remuneration
Committee which was reviewed and approved by the Board of Directors at its meeting heldon 28th May 2019.
The said policy may be referred to at the Company's official website at
The brief of the Remuneration Policy as approved by the Board is given below:
a. The Managing Director / Whole-time Directors etc. shall receive remuneration as perthe required approvals governed as per provisions of the Companies Act 2013. TheNomination and Remuneration Committee shall make such recommendations to the Board ofDirectors as it may consider appropriate taking into consideration the required factors.
b. The Non-Executive Directors shall receive remuneration by way of Sitting Fees asmay be decided by the Board from time to time as governed as per provisions of theCompanies Act 2013. The Nomination and Remuneration Committee shall make suchrecommendations to the Board of Directors as it may consider appropriate taking intoconsideration the required factors. Any fees paid to Independent Directors forprofessional services shall not be considered as part of remuneration subject toprovisions of the Companies Act 2013.
c. All Directors will be reimbursed expenses including traveling expenses incurred inperforming their duties and / or attending Board/Committee Meetings.
d. Senior Managerial Personnel and Other employees shall receive remuneration as perCompany's policy subject to compliance with the provisions of the Companies Act 2013.
The Company has not given any loan guarantees or made any investments duringthe year under review.
A Related Party Transaction Policy has been reviewed and approved by the Boardof Directors in its meeting held on 28th May 2019 for determining the materiality oftransactions with related parties and dealings with them.
The said policy may be referred to at the Company's official website athttp://www.wirefabrik.com/ shareholder/RPTP.pdf
Prior/ Ominous approvals for the transactions between the related parties and theCompany are obtained from the Audit Committee. The Audit Committee reviews all relatedparty transactions
quarterly. Further the members may note that there are no material related partytransactions which require reporting under the Companies Act 2013 and SEBI (ListingObligations and Disclosure Requirements) Regulations 2015.
As required under Section 134(3) (m) of the Companies Act 2013 read with Rule8(3) of the Companies (Accounts) Rules 2014 the information relating to Conservation ofEnergy Technology Absorption and Foreign Exchange Earnings & Outgo is annexedherewith.
The Company has identified various risks. As required under Regulation 17 (9) ofSEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 the Board hasadopted a risk management policy whereby a proper framework is set up. Appropriatestructures are present so that risks are inherently monitored and controlled. The Boardmonitors the various functions and regions to establish any risk existing in theoperational functions of the Company.
The Board of Directors of the Company has
reviewed approved and adopted a CSR Policy at its Board Meeting held on 28th May 2019which inter-alia states the constitution of the CSR Committee and CSR activities to betaken up by the Company. For the financial year 2019-20 the CSR Committee had beenre-constituted by the Board of Directors of the Company at its meeting held on 8thFebruary 2019 and the constitution of the
Committee is as follows:
Sr. Name Category Designation
1. Mr. Mahendra Managing Director Chairman
2. Mr. Devesh Executive Director Member
3. Mr. M.L. Bhagat Independent Director Member
The said policy may be referred to at the Company's official website athttp://www.wirefabrik.com/ shareholder/CSRP.pdf.
At Wires & Fabriks (S.A.) Ltd. Corporate Social Responsibility (CSR) has been anintegral part of the way we have been doing our business since inception. During thefinancial year 2019-20 the Company did not fall under the purview of the provisions ofSection 135 of the Companies Act 2013 read with rules made thereunder and was notrequired to mandatorily make any contribution towards the CSR activities.
Pursuant to the provisions of the Companies Act 2013 and Regulation 17 (10) ofSEBI (Listing
Obligations and Disclosure Requirements) Regulations 2015 the Board has carried outan annual evaluation of the performance of the Board and its Committees and the Nomination& Remuneration Committee evaluated performance of individual directors based onestablished criteria for such evaluation.
A meeting of the Independent Directors as required to be held to evaluate theperformance of the Non-Independent Directors was held on 28th May 2019 wherein theperformance of the Non-Independent Directors was evaluated.
To determine the criteria of evaluation of the performance of the Independent Directorsas required under the Regulation 17 (10) of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 the Nomination and
Remuneration Committee at its meeting held on 28th May 2019 reviewed and establishedthe criteria and recommended the same to the Board for their evaluation purpose. Based onthis the Board at its meeting held on 28th May 2019 critically adjudged the performanceof the Independent Directors in absence of the particular Director being evaluated. Inthe opinion of the Board the Independent Directors including Independent Directorsappointed during the year are persons of integrity and possess requisite and properexpertise proficiency and experience.
The Company does not have any Subsidiary/ Associate/Joint Venture Company as on31st March 2020.
The Company has not accepted any kind of Deposits from the Public during the F-Y2019-20. As on 31st March 2020 the Company does not have any unclaimed deposit.
There are no significant material orders passed by the Regulators/ Courts whichwould impact the going concern status of the Company and its future operations.
Your Company has an adequate system of internal financial control procedureswhich is commensurate with the size and nature of business. The internal control systemsof the Company are monitored and evaluated by Internal Auditors and their Audit Reportsare periodically reviewed by the Audit Committee of the Board of Directors.
Based on the deliberations with Statutory Auditors to ascertain their views on theFinancial Statements including the Financial Reporting System and Compliance toAccounting Policies and Procedures the Audit Comminee was satisfied with the adequacy andeffectiveness of the Internal Controls and Systems followed by the Company.
The composition and terms of reference of the Audit Committee has been furnishedin the Corporate Governance Report. There has been no instance where the Board has notaccepted the recommendations of the Audit Committee.
The details of familiarization programs to Independent Directors with theCompany their roles rights responsibilities in the Company nature of the industry inwhich the Company operates business model of the Company and related matters may bereferred to at the Company's official website at
The Company has a Whistle Blower Policy in place for Vigil Mechanism. TheWhistle Blower Policy has been reviewed and approved by the Board of Directors at itsmeeting held on 28th May 2019 as per the provisions of the Companies Act 2013 andRegulation 22 of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015.The said policy may be referred to at the Company's website at
The statement of particulars required pursuant to Section 197(12) of theCompanies Act 2013 read with Rule 5 of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 forms a part of this report. However as permittedunder Section 136(1) the Companies Act 2013 the Report and Accounts are being sent toall Members and other entitled persons excluding the above statements. Those interested inobtaining a copy of the said statements may write to the Company at its Registered Officeand the same will be sent by post. The statements are also available for inspection at theRegistered Office during working hours upto the date of the Annual General Meeting.
The paid up Equity Share Capital as on 31st March 2020 was Rs. 30562500.During the year under review the Company has not issued shares with differential votingrights nor granted stock options nor sweat equity. The details of the Equity Shares heldby the Directors as on 31st March 2020 have been furnished in extract of the AnnualReturn as annexed.
The Company has transferred a total sum of Rs. 192145 during the financialyear 2019-20 to the Investor Education & Protection Fund established by the CentralGovernment in compliance with Section 124(5) of the Companies Act 2013.
The Company has maintained cost records for its products for which cost recordsare required to be maintained as specified by the Central Government under section 148(1)of the Companies Act 2013.
The Company has always provided a congenial atmosphere for work to all employeesthat are free from discrimination and harassment including sexual harassment. It hasprovided equal opportunities of employment to all without regard to their caste religioncolor and sex. The Company has constituted Internal Complaints Committee under the SexualHarassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013 andalso framed a Policy on "Prevention of Sexual Harassment" at the workplace.There were no cases reported during the year under review under the said Policy.
In accordance with Regulation 34 and Schedule V of the SEBI (Listing Obligationsand Disclosure Requirements) Regulations 2015 the Management Discussion & AnalysisReport together with the Report on Corporate Governance and the certificate in respect ofcompliance with the conditions of corporate governance is annexed herewith.
The Company has complied with the provisions of applicable Secretarial Standard1 & 2 issued by the Institute of Company Secretaries of India and approved underSection 118(10) of the Companies Act 2013.
No material changes and commitments affecting the financial position of theCompany occurred between the end of the financial year to which the financial statementsrelate and the date of this report except as produced in this report specially the effecton operations due to Lockdown.
ANNEXURE TO THE DIRECTORS' REPORT -
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE INFLOW & OUTFLOW
Information pursuant to Section 134(3)(m) of the Companies Act 2013 read with Rule8(3) of the Companies (Accounts) Rules 2014 and forming part of the Boards' Report for theyear ended on 31st March 2020.
A. CONSERVATION OF ENERGY
1. Steps taken or impact on Conservation of Energy
The Company continues to remain conscious of conserving energy resources and takesvarious measures to rationalize the consumption of energy.
2. Steps taken by the Company for utilizing Alternate Sources of Energy
Wheeling arrangement for self consumption has been made from one of the Company's WindPower Plant established at Jaisalmer Rajasthan.
3. Capital Investment on Energy Conservation Equipments
The Company continues to identify and modernise equipments & processes for EnergyConservation.
B. TECHNOLOGY ABSORPTION
1. Efforts made towards Technology absorption
a. Training of personnel
b. Absorption/adaptation of technology to suit indigenous requirements.
c. Analysis and feedback to improve products/ processes/equipment.
d. Strengthening of R & D.
e. Participation in conferences seminars and exhibitions.
2. Benefits derived
a. New / improved products / processes / equipments etc.
c. Strengthening of technological base.
3. Imported Technology (Imported during last 3 Years)
No major Technology was directly imported by the Company during last years.
4. Expenditure Incurred on Research and Development
C. FOREIGN EXCHANGE INFLOW AND OUTFLOW
1. Activities relating to Exports
The Company regularly exports its products to several countries. Efforts to develop newmarkets and consolidate the existing ones are continuing.
2. Total Foreion Exchanae used and earned
Place: Jaipur Date: 13th June 2020