TO THE MEMBERS
The Directors of the Company have the pleasure in presenting their 67th Annual Reporton the business and operations of the Company for the financial year ended 31st March2021.
|FINANCIAL HIGHLIGHTS (STANDALONE) || || |
| || ||(Rs. in Lacs) |
| ||2020-21 ||2019-20 |
|Total Income ||36209.41 ||40198.51 |
|Profit before interest Depreciation and Taxation ||9051.48 ||8939.07 |
|Interest ||567.41 ||623.41 |
|Depreciation& Amortization Expenses ||547.72 ||566.58 |
|Profit before Taxation ||7936.35 ||7749.08 |
|Provision forTaxation ||1963.36 ||1824.39 |
|Profit for the year ||5972.99 ||5924.69 |
|Other Comprehensive Income(Net) ||26.53 ||(25.10) |
|Total Comprehensive Income for the year ||5999.52 ||5899.59 |
|Balance brought from previous year ||6854.46 ||5837.97 |
|Profit available for appropriation ||12853.98 ||11737.56 |
|Transfer toGeneral Reserve ||4000.00 ||4000.00 |
|Final Dividend ||732.53 ||732.53 |
|Taxon Dividend || ||150.57 |
|Balance available in surplus account in Balance sheet ||8121.45 ||6854.46 |
Theyear2020-21wasanextremelychallengingyearwiththeconstantbattleagainsttheCovidpandemic.Thenationwidelockdown at the start of the year and then a tentative recovery in the second half whichwas offset by rising commodity prices and culminating with the second wave. The companyfocused on protecting its employees and we are extremely glad to mention that allemployees and spouses could be vaccinated with at least one dose. Furthermore the nextpriority was on balance sheet and cash flow improvement and we take this opportunity toshare that the company made good progress on debt reduction and cash balances. Finallyfull credit to the resilience of the business that we could close the year with a goodorder book and start looking at growth opportunities next year.
The operations were affected across both the Product and Project Divisions due to lowerrevenues for disruptions across various project sites which led to defer dispatches. Thecompany could maintain EBIDTA and profitability margins due to cost control measures andimprove cash flows by strict monitoring of dispatches.
The second half of the year saw some improvement in demand primarily with theGovernment focus on water supply and the Jal Jeevan Mission and hence going forward theorder book is robust especially in the Project Division where the company received somelarge orders from Madhya Pradesh Jal Nigam. The company expects business to reboundgradually in next year.
The company continues to expand its product portfolio and market infrastructure acrossthe spectrum of water management and is now well positioned in the municipal irrigationand industrial sectors. Its focus on new product development and manufacturinginfrastructure has allowed it to surpass customer expectation with regards to quality anddelivery. Further its focused acquisition of business and new technologies continues toopen up new opportunities.
After considering the performance of the year cash flow and consistent improvement ofGeneral Reserve the Directors of the Company are pleased to recommend dividend of rupeesTen per share for the year ended 31st March 2021 as against rupees Seven and fifty paisaper share recommended in the previous year.
The Dividend if approved at the forthcoming Annual General Meeting will be paid tothose shareholders whose names are registered at the close of the business on 18th August2021 or to their mandates subject however to the provisions of Section 126 of theCompanies Act 2013.
Pursuant to finance Act 2020 dividend income is taxable in the hands of theshareholders effective from 1st April 2020 and the Company is required to deduct tax atsource from dividend paid to the Members at the prescribed rates as per the Income TaxAct 1961.
TRANSFER TO RESERVE
The Board of Directors proposes to transfer Rs.40.00 Crores to the General Reserve. Anamount of Rs. 280 Crores is proposed to be retained in the General Reserve Account.
INVESTOR EDUCATION AND PROTECTION FUND
Pursuant to the provisions of Section 124(5) of the Companies Act 2013 dividend whichremains unpaid or unclaimed for a period of seven years from the date of its transfer tounpaid dividend account is required to be transferred by the Company to "InvestorEducation and Protection Fund" (IEPF) established by the Central Government under theprovisions of Section 125 of the Companies Act 2013. During the year dividend remainingunpaid/ unclaimed relating to financial year 2012-13 of Rs. 261088/- has beentransferred to IEPF. Further in compliance to provisions of Section 124(6) of theCompanies Act 2013 read with Rule 6 of the "Investor Education and Protection FundAuthority (Accounting Audit Transfer and Refund) Rules 2016 and Amendment Rules201763056 Ordinary shares in respect of which dividend remained unpaid/unclaimed for sevenconsecutive years had been transferred by the Company to the Demat Account of IEPFAuthority so far through Depositories by following the procedures prescribed by Ministryof Corporate Affairs. However out of such total Equity shares transferred 885 Equityshares were released to claimants so far (301 Equity Shares were released during the year)by Investor Education and Protection Fund Authority.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
As required by Schedule V(B) under Regulation 34(3) of SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 the Management discussion and analysis reportfor the year under review is appended below:
The company is focused on the complete value chain of of fluid handling fromsupply of pumps to turnkey project execution. The Product Division supplies acomprehensive range of pumps to the Municipal Industrial and irrigation sectors. TheProject Division undertakes water management contracts in the above sectors.
B BUSINESS ENVIRONMENT
The year 2020-21 was dominated by the Covid pandemic and the focus of all Governmentswas rightly on health infrastructure and vaccine development and safety of people . Hencethe business environment was kept in abeyance and hence supply chains suffered and theprice of commodities rose.
As countries accelerated their vaccination programs some economies are starting toreturn to normalcy and the rest would appear to follow in a staggered manner based onvaccination penetration. Hence by the second half of 2021-22 most economies should havegained traction and hopefully we would be looking at a growth recovery.
The company feels that there should be renewed focus on the infrastructure sector inthe coming months as Governments try to revive growth by public investment. Furtherprivate investments should also recover due to the rise in commodity prices and resurgencein demand. The growth is already visible in the municipal water sector.
In this environment the company is strengthening its business activities to resumegrowth and address the new market opportunities.
C. OPERATIONS STANDALONE
Revenues for 2020-21 were at 362.09 crores from 402 crores in the previous year due tolower dispatches due to Covid related disruptions. Profit before tax was at 79.36 croresagainst 77.49 crores in 2019-20 supported by lower costs.Thecompanycouldimproveitsorderbookingduringthesecondhalfoftheyearasbusinessactivityresumed.Largeprojectorders booked from the municipal sector along with specialized pump orders from the Oil& Gas sector were the major bookings.
The Company is seeing demand traction emerging across all 3 sectors of municipal withthe Jal Jeevan Mission irrigation with growth of piped irrigation and in the industrysector in Oil and Gas. Further new investments in steel and cement are also expected.
The performance of this division improved in the second half of the year as a largenumber of pending projects could be dispatched. This also helped improve cash flows.
Furthermore order booking was also stable and the Division is well placed to resumegrowth as project demand picks up. Major area of growth appears in the Oil and Gas sectoras large investments are planned in the country. The Division is also developing newproducts in the energy efficiency sector which will help growth in the Indian market andalso meet product needs for the Developed markets.
Throughout the year the division developed and strengthened its product lines to coverall applications in the water sector with emphasis laid on design and manufacturing.Continuous investments in test bed up gradation and installation of new CNC machines alongwith new product designs are the major focus areas for the division to help consolidateits position as a leading player in its segment.
The performance of the Project division was greatly affected by disruptions at itssites with localized lockdowns and hence the division saw a sharp fall in revenues.However in the second half of the year the company could book major orders from MadhyaPradesh Jal Nigam and a piped irrigation project in Maharashtra.
The Division saw improved performance in the last quarter and hopes to significantlyimprove performance in 2021-22 based on improving conditions and new contracts.
A major positive is the steady improvement in order backlog which provides sustainedvisibility for the medium term. Similarly the order pipeline remains strong and morelarge contracts are expected in the first half of the new fiscal.
The consolidated operations of the company comprising its International operations andits domestic Joint Venture Clyde India were also affected by the Covid pandemicparticularly in the first half of the year however the global operations performedstronger in the second half of 2020-21.
Revenues of the consolidated operations in 2020-21 were at 1010 crores and Profitbefore tax was 108.76 crores against 925 crores and 78 crores respectively in 2019-20. Theorder booking for the various International businesses were also robust and the companyexpects a strong performance in 2021-22 .
A major achievement was the monetization of our UK subsidiary real estate assets at agood valuation in these difficult times.
The performance of Gruppo Aturia was improved with good performance in the lastquarter. The first half of the year was disrupted by lockdowns in Italy and supply chaindisruptions however the order book remained strong enabling the company to perform well inthe last quarter backed by good execution.
In 2019 the company had acquired the oil & gas business of Finder Pompe and thishas proved very successful with the resurgence of oil prices and renewed expenditure onproduction and exploration. The company expects this to be a major growth trigger in themedium term. Simultaneously the uptick in infrastructure investments in the Middle EastNorth Africa also augurs well for growth in supply of large pumps.
Rutschi Pompe the nuclear subsidiary of Gruppo Aturia also performed well withconsistent business in the nuclear aftermarket business along with special nuclearprojects which leverage its tremendous expertise and brand potential in the sector.
WPIL South Africa
Wpil South Africa had an excellent year with good execution of project orders andexpects to maintain momentum in the new fiscal . The extreme water shortage in SouthAfrica is leading to large public investment in the sector. The company is well placed toleverage this opportunity.
The mining and industrial sector is also expected to get a boost with higher commodityprices.
Sterling Pumps acquired United Pumps Australia a leading oil and gas supplier early2020 just before the Covid crisis and had a difficult dealing with the acquisitionchallenges and the Covid crisis. However the company did well to steam line theacquisition and the strong results of its water business maintained cash flows.
With the surge in oil prices large investments are planned in the Asia Pacific area andUnited Pumps is expected to be a major beneficiary. The company is working towardsstrengthening operations and market positioning.
Wpil Thailand is now growing its operations and moving towards bigger projects with itslatest large order for Klongsaphan project of RID. The company has grown its projectexecution expertise over the years and is now a strong player in the Thai market.
The company had a good year with growth in supply of its API range of pumps to theIndian downstream oil and gas sector
D. FUTURE OUTLOOK
The Global Economy which had plunged into a severe contraction due to the first andsecond wave of the corona virus pandemic and the shutdown measure to contain it. Theoperations for the first half of the year are also expected to be affected due to thephased re-opening of various economies. However with the increased penetration ofvaccination a strong economic rebound is expected from the second half of the year.
The Company being one of the leaders in the pump industry foresees good growth in bothdomestic and international operations and continues to strengthen its business bydiversifying across geographies and product categories to both de-risk and grow business.All divisions are well equipped to deal with their growing order book and provide goodquality and delivery of products to further enhance market share. The Company continuesits development of International markets and its focus on various product groups whichalong with growth of its Project Division should further strengthen its business for themedium term.
E OPPORTUNITIES AND THREAT RISK AND CONCERNS
WPIL has strengthened itself with necessary manufacturing infrastructure and financialhealth to be a very strong Company in its sector. Its products have a technical edge inthe market and are the preferred choice of its customers. Along with this its supportservices and team of competent qualified and experienced personnel command great respectin the market place. A combination of such strong qualities should help to maintain itsgrowth in the recent past. The biggest concern remains geo political risks such as majorcurrency fluctuation political stability and commodity price swings. The company isputting in place policies to minimize impact in such scenarios. Further second and thirdwaves of Corona virus pandemic may work up as an impediment towards seamless operationsand growth of the Company. However of late availability and massive application ofvaccination throughout the country will taper of intensity of outbreak of corona viruspandemic.
F. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY
The Company has in place adequate system of internal control through the process ofOperational Internal Audit and the same is monitored by the Internal Audit conducted byexternal professional audit firm which independently reviews and strengthens the controlmeasures. Internal Audit of all operational units was carried out during the year underreport as per the scope approved by the Audit Committee of Directors. The internal auditteams regularly briefs the management and the Audit Committee on their findings and alsorecommend the steps to be taken with regard to deviations if any. Internal Audit Reportsare regularly submitted for perusal of Senior Management to initiate appropriate action asrequired.
G. HUMAN RESOURCES AND INDUSTRIAL RELATIONS.
The People process is at the heart of Company's successful story. The Company layssignificant importance for all round developments of its Human Resources with specialemphasis to train the employees at all levels to enhance their effectiveness in theircontribution to the overall performance of the Company through skill up-gradationknowledge improvement and attitudinal change. These enable the employees at all levels tocope with the competitive environment through which the Company is passing at present andto achieve the desired corporate objective.
The industrial relations climate in the Company continued to remain harmonious andcordial. The Company has a vibrant atmosphere and able to face challenges of economicdownturn with fortitude. Various welfare measures and recreational activities are alsobeing continued side-by side of production to maintain such relations.
The Company had 248 employees on the roll at the end of the year under review asagainst 278 last year.
The Company has always followed the principles of good Corporate Governance throughattaining a highest level of transparency professionalism accountability and integrityin its functioning and conduct of business with due respect to laws and regulations of theland..
Necessary measures have been adopted to comply with the requirements of the ListingAgreements with Stock Exchange wherein the Company's shares is listed and SEBI (ListingObligations and Disclosures Requirements) Regulations 2015 as amended by SEBI (ListingObligations and Disclosures Requirements) (Amendment) Regulations 2018. A separate reporton Corporate Governance adopted by the Company which is given in Annexure- B forms apart of this report. A certificate from the Auditors of the Company regarding thecompliance of the conditions of Corporate Governance is attached to this report.
BUSINESS RESPONSIBILITY REPORT
The Securities and Exchange Board of India (SEBI) requires certain companies to prepareand present to stakeholders a Business Responsibility Report (BRR). Accordingly a BRR hasbeen prepared by the Company as per the suggested format of SEBI which is given inAnnexure- D forms a part of this report. The BRR may be accessed to Company's website atwww.wpil.co.in
DIRECTORS' RESPONSIBILITY STATEMENT
In terms of the requirements of Section 134 (5) of the Companies Act 2013 theDirectors confirm that;
(i) in the preparation of the Annual Accounts the applicable accounting standards hadbeen followed along with proper explanation relating to material departure; (ii) theDirectors had selected such accounting policiesand appliedthem consistently and madejudgments and estimates that are reasonable and prudent so as to give a true and fair viewof the state of affairs of the Company at the end of the financial year and of the profitor loss of the Company for that period; (iii) the Directors had taken proper andsufficient care for the maintenance of adequate accounting records in accordance of theprovisions of this Act for safeguarding the assets of the Company and for preventing anddetecting fraud and otherirregularities; (iv) the Directors had prepared the AnnualAccounts on going concern basis; (v) the Directors had laid down internal financialcontrols to be followed by the Company and that such internal financial controls areadequate and were operating effectively and (vi) the Directors had devised proper systemsto ensure compliance with the provisions of all applicable laws and that such system wereadequate and operating effectively.
Both the Managing Director and Executive Director have furnished the necessarycertification to the Board on these financial statements as required under Part B ofSchedule II under Regulation 17(8) of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015
In accordance with the provisions of Section 152 of the Companies Act 2013 Mrs RituAgarwal retires by rotation and being eligible offer herself for re-appointment. Mr. V.N.Agarwal resigned as Director from Board of the Company with effect from 3rd February2021. Pursuant to the provisions of section 161 of the Companies Act 2013 read with theprovisions of Article 123 of the Articles of the Company and provisions of section 149 ofthe Companies Act 2013 Regulation 17(1) of SEBI (Listing Obligations and DisclosureRequirements) (Amendment) Regulations 2018 and also in terms of the recommendation ofthe Nomination and Remuneration committee the Board of Directors at its meeting held on12th March2021 appointed Mrs. Samarpita Bose as Additional Independent Director of theCompany to hold office up to the date of next Annual General Meeting of the Company orlast date on which the Annual General Meetingshouldhaveheldwhicheverisearlier.AnoticeinwritingunderSection160oftheCompaniesAct2013hasbeenreceivedfrom a member of the Company signifying his intention to propose Mrs. Samarpita Bose ascandidate for the office of the Independent Director. The Brief resume of the Directorsseeking appointment/re-appointment in the forthcoming Annual General Meeting in pursuanceof Regulation 36(3) of the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 are annexed to the Notice convening Sixty Seventh Annual GeneralMeeting.
The Company has received declarations from all Independent Directors confirming thatthey meet the criteria of independence as prescribed in subsection (6) of Section 149 ofthe Companies Act 2013 read with Companies (Appointment and Qualification of Directors)Second Amendment Rules 2018 and the 16(1) (b) of the SEBI (Listing Obligations andDisclosure Requirements) Regulations2015 as amended by SEBI (Listing Obligations andDisclosures Requirements) (Amendment) Regulations 2018.
In the opinion of the Board there has been no change in the circumstances which mayaffect their status as Independent Director of the Company and the Board is satisfied ofthe integrity expertise and experience (including the proficiency in terms of Section150(1) of the Act and applicable rules thereunder) of all Independent Directors of theBoard. In terms of Section 150 read with Rule 6 of the Companies (Appointment andqualification of Directors) Rules 2014 Independent Directors of the Company haveundertaken requisite steps towards inclusion of their names in the data bank ofIndependent Directors maintained with the Indian Institute of Corporate Affairs.
POLICY FOR DIRECTORS' APPOINTMENT
The Company recognizes that an enlightened Board could effectively create a culture ofleadership to provide long term visionimprove the quality of governance and invite theconfidence of stakeholders.In order to ensure that Board Directors can discharge theirduties and responsibilities effectively the Company aims to have a Board with optimumcombination of experience and commitment. The Company also believes the importance ofIndependent Directors in achieving the effectiveness of the Board. A diverges Boardenables efficient functioning through differences in perspective and skill and alsofosters differentiated thought process at the back of varied industrial and managementexpertise gender knowledge and geographical background. The policy of the Company forappointment of Directors and criteria for determining the qualifications positiveattitude and independence of a Director can be accessed to its website at www.wpil.co.in
POLICY FOR REMUNERATION OF DIRECTORS KEY MANAGERIAL PERSONNEL AND OTHER EMPLOYEES'
The Company recognizes the fact that there is a need to align the business objectivewith the specific and measurable individual objectives and targets. The Company hastherefore formulated the remuneration policy for its Directors Key Managerial Personneland other employees keeping in view of the following objectives.
1) Ensure that the level and composition of remuneration is reasonable and sufficientto attract retain and motivate Directors of the quality required to run the Companysuccessfully.
2) Relationship of remuneration to performance is clear and meets appropriateperformance benchmarks and
3)Remuneration to Directors Key Managerial Personnel and Senior Management involveabalance between fixed and incentive pay reflecting short and long term performanceobjectives appropriate to the working of the Company and its goals.
The remuneration policy of the Company for its DirectorsKey Managerial Personnel andother employees can be accessed to its website at www.wpil.co.in
Pursuant to the requirements of Section 139 of the Companies Act 2013 and pursuant tothe approval of Members at the Sixty Sixth Annual General Meeting Messers. Salarpuria& Partners Chartered Accountants (ICAI Firm Registration No. 302113E) had beenappointed as Statutory Auditors of Company for a term of five years to hold the officefrom the conclusion of 66th Annual General Meeting till the conclusion of 71st AnnualGeneral Meeting. As such no resolution to this effect has been proposed in the noticeconvening the forthcoming Sixty Seventh Annual General Meeting of the Members of theCompany.
COMPANIIES (ACCOUNTS) RULES 2014
Information under section 134(3)(m) of the Companies Act2013 read with Rule 8 of theCompanies(Accounts) Rules 2014 relating to Conservation of Energy Technology Absorptionand Foreign Exchange earnings and outgo so far as is applicable to the Company arefurnished in Annexure-A which forms a part of this Report.
CODE OF CONDUCT
The Company has formulated Code of Conductin compliance to the requirements ofRegulation17(5)of the SEBI(Listing Obligations and Disclosure Requirements) Regulations2015. This code of conduct applies to Board Members and Senior Management Personnel ofyour Company. Confirmations towards adherence to the code during the financial year2020-21 have been obtained from all Board Members and Senior Management Personnel in termsof the requirements of Regulation 26(3) of the SEBI (Listing Obligations and DisclosureRequirements) Regulations2015 and a declarationrelatingtocompliancetothiscodeduringtheyearunderreviewbyallBoardMembersandSeniorManagementPersonnelhas been given by the Managing Director of the Company in terms of Schedule V(D) underregulation 34(3) of the SEBI ( Listing Obligations and Disclosure Requirements)Regulations 2015 which accompanies this report.
DEMATERIALIZATION OF SHARES
The Company's shares are under transfer-cum- dematoption.Shares of the Company can onlybe traded indematerialized form. You have the option to hold the Company's shares in dematform through National Securities Depository Limited (NSDL) or Central Depository Services(India) Limited (CDSL). 99.03% of the total equity share capital of the Company was heldin dematerialized form with NSDL and CDSL as on 31st March 2021.
CONSOLIDATED FINANCIAL STATEMENTS
As required under the Securities and Exchange Board of India (Listing Obligations andDisclosure Requirements) Regulations 2015 and Companies Act 2013 the ConsolidatedFinancial Statement of the Company and its group of entities are provided in this AnnualReport. The Consolidated Financial Statements of the Company along with those of itsSubsidiaries and Joint Venture Companies have been prepared as per Indian AccountingStandards(IND-AS)27issued by the Institute of Chartered Accountants of India and shown thefinancial resources assets liabilities income profits and other details of the Companyand its group of entities as a single entity.
The performance and financial position those of its Subsidiaries and Joint VentureCompanies considered in the Consolidated Financial Statements are provided in accordancewith the provisions of Section 129 of Companies Act2013 read with Rule 5 of the Companies(Accounts) Rules 2014 as a separate statement annexed to the note on Accounts containingsalient features of the financial statements of the Company's subsidiaries/ joint venturesin form AOC-1. The Company publishes the Audited Consolidated Financial Statements in theAnnual Report. As such Annual Report 2020-2021 does not contain financial statements ofthe subsidiaries in terms of General Circular No. 2/2011 dated 8th February 2011 issuedby the Ministry of Corporate Affairs. In terms of the requirements of SEBI (ListingObligations and Disclosures Requirements) (Amendment) Regulations 2018 financialstatements of subsidiaries have been placed at www.wpil.co.in
The Company had appointed M/s. D.Radhakrishnan & Co. Cost Accountants as the CostAuditors of the Company for the financial year 2020-21 under Section 148 of the CompaniesAct 2013 to conduct Cost Audit relating to Cost Records maintained by the Company inrespect of other machinery. As required under Rule 14 of the Companies (Audit andAuditors) Rules 2014 for the purpose of subsection (3) of Section 148 of the CompaniesAct 2013 theremunerationpayabletotheCostAuditorsfortheyearunderreviewasrecommendedbyAuditCommitteeandconsideredand approved by Board will be placed before the members for ratification at the ensuingAnnual General Meeting.
EXTRACTS OF ANNUAL RETURN
Companies (Management and Administration) Amendment Rules 2021 have done away with therequirements of disclosures of extract of Annual Return by the way of Form MGT-9altogether from Board Report. However for sake of information of stakeholders suchinformation for the financial year 2020-21 may be accessed at www.wpil.co.in
NUMBER OF BOARD MEETINGS HELD :
The Board of Directors duly met five times during the Financial Year from 1st April2020 to 31st March 2021. The dates on which the Meetings were held are 2nd July 202014th August 2020 3rd November 2020 3rd February 2021 and 12th March 2021
According to the provisions of Section 204 of the Companies Act 2013 read with Rule 9of the Companies (Appointment of and Remuneration of Managerial Personnel) Rules 2014every listed Company to annex with its Board report a Secretarial Audit Report given byCompany Secretary in practice in the form MR-3.
The Board of Directors appointed M/s. Rinku Gupta & Associates Practicing CompanySecretaries as Secretarial Auditors to conduct the Secretarial Audit of the Company forthe financial year 2020-21. The report did not contain any qualification reservation oradverse remark. The Secretarial Audit Report as submitted to the Company is enclosed inAnnexure- C which forms a part of this report.
PARTICULARS OF LOANGUARANTEE OR INVESTMENTS
Details of Loan Guarantee or Investments covered under the provisions of Section 186of the Companies Act 2013 as on 31st March 2021 are attached in Annexure- E which formsa part of this report.
RELATED PARTY TRANSACTIONS
All contracts/arrangements/transactions entered by the Company during the financialyear with Related Parties that were on arm's length basis and in the ordinary course ofbusiness. As required under SEBI (Listing Obligations and Disclosure Requirements) 2015related party transactions are placed before the Audit Committee for approval. Whereverrequired prior approval of the Audit Committee is obtained on an omnibus basis forcontinuous transactions and the corresponding actual transactions become a subject ofreview at subsequent Audit Committee Meeting.
There were no materially significant related party transactions entered into by theCompany with Promoters Directors Key Managerial personnel or other designated personswhich could conflict with the interest of the Company as a whole and as such disclosurein form AOC-2 pursuant to Rule 8(2) of the Companies (Accounts) Rules 2014 is notrequired. The Board of Directors of the Company has on the recommendation of AuditCommittee adopted a policy to regulate transactions between Company and related partiesin compliance of applicable provisions of the Companies Act 2013 the Rules thereunderand the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015. ThePolicy on materiality of Related Party Transactions and dealing with Related PartyTransactions as approved by the Board may be accessed to Company's website www.wpil.co.inThe transactions entered by the Company during the financial year with Related Partieshave been disclosed in line with the requirement of IND-AS 24 in Note 46 to the financialStatements
CORPORATE SOCIAL RESPONSIBILITY (CSR)
The Company has been a socially responsible corporate and its core value defines theway it operates and create value with the larger society. The company's four basicprinciple comprising safety integrity sustainability and respect form the basis of itsCSR policy. The Company is therefore committed to behave responsibly towards people andsociety at large where it operates to develop social welfare. In line with its CSR Policythe Company CSR commitment centres around three thematic areas- Education Health &Hygiene and Safe Drinking water. In terms of Section 135 and Schedule VII of theCompanies Act 2013 the Board of Directors of the Company had constituted a CSR Committeecomprising of three Directors one of whom is Independent. CSR Committee of the Board hasformulated a CSR policy of the Company and recommended same to the Board. The Board hadapproved the CSR activities undertaken by theCompanyasrecommendedbytheCSRCommitteewhichareenclosedinAnnexure-F.SomeoftheCSR projects/initiative taken up/ sustained during the year include distribution of spectaclesdistribution of books at schoolrun by NGO at Kolkata and Uttar Kashi distribution ofprojectors for smart education at school run by NGO at Kolkata re-imbursement ofhonorarium paid to teachers engaged in school run by NGO at Purulia Setting up watervending machines to provide supply of safe drinking water arrangement to supply safedrinking water from deep tube well through overhead storage tanks at five dispensingpoints in three villages at Salboni in the district of West Midnapur arrangement toprovide supply of safe drinking water through installation of deep hand tubewell atUluberia Howrah etc. Some CSR initiatives and projects planned during the year could notbe taken up due massive outbreak of COVID-19 pandemic where social distancing is a normto be followed and consequent restriction imposed by the State Government. The CSR Policyas approved by the Board may be accessed to Company's website at www.wpil.co.in
VIGIL MECHANISM/ WHISTLE BLOWER POLICY
In pursuant to the provisions of Section 177(9) & (10) of the Companies Act 2013a vigil mechanism of Directors and Employee store port genuine concerns has beenestablished. The Whistle Blower Policy(vigilMechanism) may be accessed to Company's websiteat www.wpil.co.in . During the year under review no protected disclosure from any whistleblower was received by the designated officer under the Vigil Mechanism.
The Risk Management Committee consists of Mr. P. Agarwal (Chairman) Mr. S.N.Roy andMr. K .K. Ganeriwala. The Committee has been entrusted with the task for renderingassistance to the Board in (a) assessing and approving the Company's wide risk managementframework; (b) Overseeing that all risks that the organization faces comprising Strategicfinancial Credit Market Liquidity Investment Property legal Regulatory Reputationaland other risks of the Company have been identified and assessed and there is adequateRisk Management Infrastructure in place capable of addressing those risks in time andeffectively. The holistic approach provides the assurance that to the best of itscapabilities the Company identifies assesses and mitigates risks that could materiallyimpact its performance in achieving stated objectives.
The Company manages monitors and reports on principal risks and uncertainties that canimpact its ability to achieve its strategic objectives. Organizational structuresprocesses standards code of conduct and behaviors all taken together constitute themanagement system of the Company that governs as to how Company conducts its business andmanages risks associated with it.
The Company has introduced several improvements to integrated Enterprises RiskManagement internal control management and assurance framework and processes to drive acommon integrated view of risks optimal risk mitigation responses and efficientmanagement of internal control supplemented by Internal Audit and assurance activities.The integration is enabled by all three being fully aligned across group wide RiskManagement Internal Control and Internal Audit methodologies and processes. Goingforward the criticality of Risk Management an organization faces the Company isconstantly striving for developing a strong culture for Risk Management and awareness within the organization across all verticals.
INTERNAL FINANCIAL CONTROL
The Company has in place adequate Internal Financial Controls with reference tofinancial statement. During the year such controls were tested and no reportable materialweakness in the design and operation has been noticed.
Particulars of Employees and related disclosures
Disclosures pertaining to remuneration and other details as required under Section197(12) of the Companies Act 2013 read with Rules 5 (1) of the Companies (Appointmentand Remuneration of Managerial personnel) Rules2014 as amended are provided in Annexure G. Pursuant to provisions of Section 197(12) of the Companies Act 2013 read withRules 5 (2) of the Companies (Appointment and Managerial personnel) Rules2014 asamended a statement containing the names and other prescribed particulars of top 10employees in terms of remuneration drawn is annexed to and forms a part of this report.However having regards to the provisions of first proviso of Section 136(1) of theCompanies Act 2013 the Annual Report is being sent to all the Members of the companyexcluding this information.TheaforesaidstatementisavailableforinspectioninelectronicformuptothedateoftheensuingAnnualGeneralMeeting.Any shareholder interested in obtaining a copy of the said information may send a e-mailto the Company Secretary at email@example.com and same will be furnished on request.The said information may be accessed at the website of the Company. Disclosures pertainingto remuneration and other details as required under Section 197(12) of the Companies Act2013 read with Rules 5 (2) (i) are furnished in Annexure H. However information as tothe requirements under 5(2) (ii) & (iii) & 5(3) of the Companies (Appointment andManagerial Personnel) Rules 2014 as amended are not furnished since there was noemployee during the year who was in receipt of remuneration set out in the said Rules.
Pursuant to the provisions of the Companies Act 2013 and as prescribed by theSecurities and Exchange Board of India (Listing Obligations and Disclosure Requirements)Regulation 2015 the Board of Directors has carried out an annual evaluation of its ownperformance Board Committee and Individual Directors of the Company.
The Board evaluated its performance after considering the inputs received from allDirectors based on the Criteria comprising composition and structure of the Board withdiverse background and experience flexible and effective board procedures inflow of theright amount and quality of timely information and functioning etc.
The Board evaluated performance of its Committee after considering the inputs receivedfrom all Committee Members based on the Criteria involving composition of the Committeewith diverse experience and skill effectiveness of the Committee etc.
The Board and the Nomination and Remuneration Committee reviewed the performance of theIndividual Directors on the basis of the criteria such as contribution of the IndividualDirectors to the Board and Committee Meetings like preparedness on the issue to bediscussed meaningful and constructive contribution inputs in meetings updated on skillknowledge familiarity with Company and its business etc. Similarly Board evaluated theperformance on the Chairman based on the criteria of effective leadership constructiverelationships and communications within the Board addressing of the issue and concernsraised by the Members of the Board etc. The evaluation of Independent Directors had beenundertaken by the entire Board of Directors except Independent Directors who was subjectto evaluation. The evaluation of Independent Directors were primarily focused onperformance of Director together with fulfillment of Criteria of Independence as specifiedin SEBI ( Listing Obligations and Disclosure Requirements) Regulations2015 as amended bySEBI (Listing Obligations and Disclosures Requirements) (Amendment) Regulations 2018.
The Independent Directors at their separate meeting evaluated the performance of Boardas a whole and performance of Non-Independent Directors after taking into accounts theviews of Executive Directors and Non-Executive Directors. The same was discussed in theBoard Meeting held following the meeting of the Independent Directors at which theperformance of the Board its committees and Individual Directors was also discussed.
VOLUNTARY DELISTING OF EQUITY SHARES
The Company had submitted application to The Calcutta Stock Exchange Limited (CSE)towards Voluntary Delisting of its Equity Shares under Regulations 6(a) and 7 of the SEBI(Delisting of Equity Shares) Regulation 2009 only from CSE while the Equity Shares ofthe Company will continue to remain listed on BSE Limited which has nationwide tradingterminal. The CSE after examining application of the Company to the above effect and oncompliance of subsequent formalities by the Company has granted clearance to the proposalof the Company for Voluntary Delisting of its Equity Shares from CSE under SEBI (Delistingof Equity Shares) Regulation 2009 with effect from 6th May 2021.
In compliance to the requirements of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 the Company has dedicated a separate page for InvestorsServices in its Website at www.wpil.co.in . This page contains particulars for theinformation of Investors as prescribed under Regulation 46 of SEBI (Listing Obligationsand Disclosure Requirements) Regulations 2015. The Company keeps on updating theseparticulars as and when necessary.
None of the Directors of the Company are disqualified as per the provisions of Section164(2) of the Companies Act 2013. The Directors of the Company has made necessarydisclosuresas required under various provisions of the Companies Act
2013 and SEBI (Listing Obligations and Disclosures Requirements) Regulations 2015.Further the company has complied with all applicable secretarial standards during the yearas prescribed by The Institute of Company Secretaries of India and this disclosure is madein conformity with the requirements of revised version of secretarial standards SS-1effective from 1st October 2017 issued by The Institute of Company Secretaries of India.
The company has not accepted any deposits from public within the meaning of Section 73of the Companies Act 2013 and the Companies (Acceptance of Deposits)Rules2014and nopublic deposits were outstanding or remained unclaimed as on 31st March 2021.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS
There are no significant and material orders passed by the Regulator or Courts orTribunal that would impact the going Concern status of the Company and its futureoperations.
DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
The Company is committed to provide and promote a safe healthy and congenial atmosphereirrespective of gender cast creed or social class of the employees. The Company has inplace the requisites Internal Committee as envisaged in the Sexual Harassment of Women atworkplace (Prevention Prohibition and Redressal) Act 2013 to redress complaints if anyreceived regarding sexual harassment. No complaints on the issues covered by the said actwere reported to the Internal Committee / Board during the year.
MATERIAL CHANGES AND COMMITMENT
There were no material changes and commitments affecting the financial Position of theCompany which has occurred between the financial year to which these financial statementsrelate and date of this report.
INSTANCES OF FRAUD IF ANY REPORTED BY THE AUDITORS
There have been no instances of any fraud reported by the Statutory Auditors underSection 143(12) of the Companies Act 2013.
COMMODITY PRICE RISK OR FOREIGN EXCHANGE RISK AND HEDGING ACTIVITIES.
In terms of circular SEBI/HO/CFD/CMD1/CIR/P/2018/0000000141 dated 15th November 2018and pursuant to SEBI (Listing Obligations and Disclosures Requirements) Regulations 2015the Board of Directors is of opinion that the Company does not deal with products whichrequires it to enter into forward contract to hedge against price fluctuation that may endup in a substantial loss.
The Company has taken initiative of going green and minimizing the impact on theenvironment. The Company has been circulating the copy of the Annual Report anddisseminating other information in electronic format to all those Members whose emailaddress are available with the Company. The Ministry of Corporate Affair through itsgeneral circular 20/ 2020 issued on 5th May 2020 read with General Circular No. 02/2021dated 13th January 2021mandated that in view of the prevailing situation (due to outbreakof COVID-19 Pandemic) and owing to the difficulties involved in dispatching of Physicalcopies of the financial statements (including Board Report Auditors Report and otherdocuments required to be attached therewith) such documents shall be sent only by e-mailto the Members. Accordingly those members have not yet registered their e-mail ID withthe Registrar and Transfer Agent of the Company or their depository participants may dothe same forth with in accordance with procedure mentioned in the notice convening SixtySeventh Annual General Meeting for receiving Annual Report and other communications inelectronic form and participation in e-voting. Further SEBI vide its circular no.SEBI/HO/MIRSD/DOP1/CIR/P/2018/73 dated 20.04.2018 directed all Companies to make paymentof dividend to the shareholders through approved electronic modes and also directed thatupdated Bank Details of the shareholders must be maintained by the Companies and if notavailable the same must be obtained from the concerned shareholders. The Members arerequested to ensure compliances of these requirements
Statement in the management discussion and analysis and Directors' Report describingthe Company's strength projections and estimates are forward-looking statements andprogressive within the meaning of applicable laws and regulations though the Companybelieves expectations reflected in such forward looking statements are reasonable.However no assurance can be given that such expectations will prove to have been correct.Actual results may vary from those expressed and implied depending up on the economicconditionsGovernment Policies and other incidenta lfactors. Readers are cautioned torepose undue reliance on the forward looking statements.
TheDirectorstakethisopportunitytoexpresstheirwhole-heartedappreciationfortheunstintedsupportandco-operationreceived from the Central Government various State Governments and Governmentundertakings Banks Financial Institutions Customers and Shareholders during the yearunder review. The Directors also wish to place on record their appreciation for theservice rendered by the employees at all levels in the Company and for their valuablecontributions towards the performance of the Company.
The Directors deeply mourn the loss of life due to COVID-19 pandemic and are gratefuland convey profound respect for every person who risked their life and safety to combatthis pandemic.
| ||For and on behalf of Board of Director of WPIL Limited |
| ||(CIN:L36900WB1952PLC020274) |
| ||P.AGARWAL ||Managing Director |
| ||DIN00249468 || |
|Place : Kolkata ||K.K.GANERIWALA ||Executive Director |
|Date : 28th May 2021 ||DIN00408722 || |