Wires & Fabriks (S.A) Ltd.
|BSE: 507817||Sector: Industrials|
|NSE: N.A.||ISIN Code: INE469D01013|
|BSE 00:00 | 22 Apr||73.85||
|NSE 05:30 | 01 Jan||Wires & Fabriks (S.A) Ltd|
|Mkt Cap.(Rs cr)||23|
|Mkt Cap.(Rs cr)||22.60|
Wires & Fabriks (S.A) Ltd. (WIRESFABRIKS) - Director Report
Company director report
For the Year 2017-18
The Directors of the Company have pleasure in presenting the 61st Annual Report andAudited Financial Statements of the Company for the year ended 31st March 2018.
The financial results in brief for the year ended 31st March 2018 are as under:
Your Directors have recommended to the Members a dividend of Rs. 0.60 per share(previous year Rs. 0.60 per share) amounting to Rs. 22.11 Lacs including dividend taxthereon for the financial year ended 31st March 2018.
Operations & Future Outlook
During the year under review the current economic scenario in general & the paperindustry scenario in particular continued to affect the Company. The Company closed theFinancial Year with a nominal increase in turnover. The PAT has improved.
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 continue to affect the resultsof the Company 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. Your company is ready with capacity technology & products for the same.
In accordance with the provisions of the Companies Act and the Articles of Associationof the Company Ms. Pranika Khaitan Director of the Company will retire by rotation atthe ensuing Annual General Meeting and being eligible offer herself for reappointment.The Board recommends her re-appointment. Profile of Ms. Pranika Khaitan is given in theNotice of the Annual General Meeting.
M/s s. K. Agrawal & Co. Chartered Accountants (Firm Regn No. 306033E) Auditors ofthe Company retire at the ensuing Annual General Meeting and being eligible offerthemselves for re-appointment. The Board recommends their reappointment for the term offive years from the conclusion of the forthcoming 61st Annual General Meeting till theconclusion of 66th Annual General Meeting of the Company. There are no qualificationsreservations adverse remarks or disclaimer in the Statutory Audit Report.
The Secretarial Audit was carried out by Mr. B. N. Khandelwal Practicing CompanySecretary (Certificate of Practice No. 1148) for the financial year ended 31st March2018. In terms of provisions of the Companies Act on recommendation of the AuditCommittee the Board at its meeting held on 30th May 2017 had appointed Mr. B. N.Khandelwal Practicing Company Secretary (Certificate of Practice No.1148) as theSecretarial Auditor for the financial year ending 31st March 2018. The SecretarialAuditors' Report for the financial year ending 31st March 2018 is annexed herewith. Thereare no qualifications reservations adverse remarks or disclaimer in the SecretarialAudit 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 statutoryprovisions are annexed.
The Directors wish to place on record their gratitude to the Customers InvestorsBanks Suppliers Government agencies and all other business associates for their valuableassistance continued support and confidence in the Company. The Directors also place onrecord their deep appreciation to all employees of the Company for their continued &unstinted efforts during the year.
For and on behalf of the Board
ANNEXURE TO THE DIRECTORS' REPORT
The details forming part of the extract of the Annual Return in prescribed formMGT 9 is annexed herewith.
The details of the Board Meetings held during the Financial Year 2017-18 havebeen furnished in the Report on Corporate Governance.
Directors Responsibility statement pursuant to Section 134(3)(C) read with Section134(5) of the Companies Act 2013.
It is hereby confirmed that:
in the preparation of the annual accounts the applicable accounting standardshad been followed;
the directors had selected such accounting policies and applied themconsistently and made judgments and estimates that are reasonable and prudent so as togive a true and fair view of the state of affairs of the company at the end of thefinancial year and of the profit and loss of the company for that period;
the directors had taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of this Act for safeguardingthe assets of the company and for preventing and detecting fraud and other irregularities;
the directors had prepared the annual accounts on a going concern basis;
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 theprovisions of all applicable laws and that such systems were adequate and operatingeffectively.
The Company has obtained the declaration from all the Independent Directorsstating their Independence pursuant to Section 149(6)ofthe CompaniesAct 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 and approved by the Board ofDirectors at its meeting held on 27th June
2014. The same was last reviewed and approved by the Board in its Meeting held on 30thMay 2017.
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 CompaniesAct2013.
The Company has not given any loan guarantees or made any investments duringthe year under review.
A Related Party Policy has been approved by the Board of Directors in itsmeeting held on 13th August 2014 for determining the materiality of transactions withrelated parties and dealings with them. The same was last reviewed and approved by theBoard in its Meeting held on 30th May 2017.
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 materialrelated party transactions which require reporting under the Companies Act 2013 and SEBI(Listing Obligations 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 approved and adopted a CSR Policy atits Board Meeting held on 5th February 2015 which inter-alia states the constitution ofthe CSR Committee and CSR activities to be taken up by the Company. The same was lastreviewed and approved by the Board in its Meeting held on 30th May 2017. For thefinancial year 2017-18 the CSR Committee had been reconstituted by the Board of Directorsof the Company at its meeting held on 1 oth February 2017 and the constitution of theCommittee is as follows:
The said policy may be referred to at the Company's official website at
Pursuant to the provisions of the Companies Act 2013 and Regulation 17 (10) ofSEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 the Board hascarried out an annual performance evaluation of its own performance the directorsindividually as well as the evaluation of the working of its Audit Committee andNomination & Remuneration Committee.
A meeting of the Independent Directors as required to be held to evaluate theperformance of the Non-Independent Directors was held on 30th May 2017 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
Disclosure Requirements) Regulations 2015 the Nomination and Remuneration Committeeat its meeting held on 27th June 2014 established the criteria and recommended the same tothe Board for their evaluation purpose. Based on this the Board at its meeting held on30th May 2017 critically adjudged the performance of the Independent Directors inabsence of the particular Director being evaluated.
The Company does not have any Subsidiary / Associate / Joint Venture Company ason 31st March 2018.
The Company has not accepted any kind of Deposits from the Public during the F-Y2017-18. As on 31st March 2018 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 onthe Financial Statements including the Financial Reporting System and Compliance toAccounting Policies and Procedures the Audit Committee was satisfied with the adequacyand effectiveness 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 http://www.wirefabrik. com/shareholder/FPID.pdf.
The Company has a Whistle Blower Policy in place for Vigil Mechanism. TheWhistle Blower Policy has been approved by the Board of Directors at its meeting held on17th May 2014 as per the provisions of the Companies Act 2013 and Regulation 22 of SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015. The same was lastreviewed and approved by the Board in its Meeting held on 30th May; 2017. The said policymay be referred to at the Company's website at http://www.wirefabrik.com/shareholder/WBPVM.pdf
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 2018 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 2018 have been furnished in extract of the AnnualReturn as annexed.
The Company has transferred a total sum of Rs. 129741 during the financialyear 2017-18 to the Investor Education & Protection Fund established by the CentralGovernment in compliance with Section 124(5) 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 also framed a Policy on "Prevention of SexualHarassment" at the workplace. There were no cases reported during the year underreview underthesaid 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.