TO THE MEMBERS
The Directors of the Company have the pleasure in presenting their 64th Annual Reporton the business and operations of the Company for the financial year ended 31st March2018.
FINANCIAL HIGHLIGHTS (STANDALONE)
| ||2017-18 ||2016-17 |
| ||(Rs. in Lacs) ||(Rs. in Lacs) |
|Total Income ||44367.79 ||29615.91 |
|Profit before interest Depreciation and Taxation ||8115.13 ||4318.44 |
|Interest ||724.01 ||1118.04 |
|Depreciation ||275.00 ||305.94 |
|Profit before Taxation ||7116.12 ||2894.46 |
|Provision for Taxation ||2360.47 ||866.57 |
|Profit for the year ||4755.65 ||2027.89 |
|Other Comprehensive Income (Net) ||(23.96) ||(0.07) |
|Total Comprehensive Income for the year ||4731.69 ||2027.82 |
|Balance brought from previous year ||3321.44 ||3028.73 |
|Profit available for appropriation ||8053.13 ||5056.55 |
|Transfer to General Reserve ||3000.00 ||1500.00 |
|Final Dividend with Tax on Dividend ||235.11 ||235.11 |
|Balance available in surplus account in Balance sheet ||4818.02 ||3321.44 |
Your Company has adopted Indian Accounting Standard (Ind AS) notified under theCompanies (Indian Accounting Standards) Rules 2015 with effect from 1st April 2016.Accordingly these financial results along with the comparatives have been prepared inaccordance with the recognition and measurement principles stated therein prescribed underSection 133 of the Companies Act 2013 read with the relevant rules issued thereunder andthe other accounting principles generally accepted in India.
The detailed information in this regard is furnished in Note 2 to the financialstatements for the year ended 31st March 2018.
Your Company returned to the growth path in 2017-18 with standalone revenues increasingto 443.68 crores against 296.16 crores in 2016-17 and higher profitability amidst sloweconomic activities partially due to GST roll out from second quarter of the year andslowing private investments. Similarly standalone profit after tax was 47.56 croresagainst 20.28 crores in 2016-17. The Company has achieved major landmarks in designing andsupplying large critical pumps using improved technologies. Your company remains committedto focus on growth strategies and organizational architectures to aggressively drivegrowth and increase profitability across all its business verticals. The Annual resultsfor the financial year 2017-18 demonstrates your Company's ability to identify nurtureand accelerate growth opportunities. With the strong order book increased availability ofinfrastructural resources and access to global markets the Company stands committed tostrengthen its position in the market by providing greater value for its Customers andother stakeholders.
The consolidated revenues of the Company also registered growth at Rs. 869.33 Croresfor the year ended 31st March 2018 as against Rs.723.06 crores in the previous year. Thisis commendable despite the closure of the UK operations. This was largely supported bygood performance at Gruppo Aturia and inline performance at WPIL South Africa and SterlingAustralia.
Series of measures initiated during the year comprising productivity improvementaggressive market share acquisition and expansion of products range within existingbusiness is expected to lead to further growth in the market share performance andprofitability of your Company. This is supported by a strong order book.
After considering the performance of the year cash flow increased share capital andnecessity to augment its working capital to sustain the growth of activities in the comingyear the Directors of the Company are pleased to recommend dividend of Four rupees pershare for the year ended 31st March 2018.
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 7th August2018 or to their mandates subject however to the provisions of Section 126 of theCompanies Act 2013.
TRANSFER TO RESERVE
The Board of Directors proposes to transfer Rs. 30.00 Crores to the General Reserve. Anamount of Rs. 141.55 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 2009-10 of Rs. 199702/- had 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 Rules2017 55393 Ordinary Shares in respect of which dividend remained unpaid/unclaimed forseven consecutive years or more had been transferred by the Company to the Demat Accountof IEPF Authority through Depositories by following the procedures prescribed by Ministryof Corporate Affairs.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
As required by Schedule V(B) under Regulation 34(3) of SEBI (Listing Obligations andRequirements Disclosures) Regulations 2015 the Management discussion and analysis reportfor the year under review is appended below:
The company is engaged in the business of fluid handling from supply of pumps toturnkey project execution. It supplies a comprehensive range of pumps to the Industrialmunicipal irrigation and power sector. The company also has a strong project divisionwhich undertakes water management contracts in the above sectors.
B. BUSINESS ENVIRONMENT
The year 2017-18 was one of constant change with fluid global policies inducingvolatile reactions. The most significant features were rising interest rates in the US andthe advent of global protectionism sparked of by President Trump. Both are expected tohave large spread economic ramifications.
The Indian economy was affected by the introduction of GST and its implementation andmajor slowdown in private investments. Further rising oil prices and falling rupee areweakening the macro picture. The GDP growth rate is still predicted at 7.3% andmaintaining this rate and controlling inflation will be a challenge going forward. On thepositive side enhanced public expenditure on the municipal and irrigation sectors helpedthe company to grow. Further the Company policy of growing its International businesshelped to achieve record exports and greatly aided the bottom line. The Company aims tocontinue its focus on export and development of its International business to protect itfrom the fluctuating domestic economic environment.
C. OPERATIONAL REVIEW DOMESTIC OPERATIONS
The domestic operations of the company were very strong with growth across all threebusiness verticals especiallypromisingwastheInfrastructuredivisionwhichfinallygainedtractionwithrevenuesof170crores.Themajorachievementof the Infrastructure division was in its execution on large water distribution projectsin Madhya Pradesh and Rajasthan and an Irrigation system in Africa. Similar achievementswere there in the two product divisions with both achieving record revenues.
The major focus remains to maintain this growth which is well supported by a strongorder book. In parallel the company is enhancing its manufacturing infrastructure toenhance output as well as focusing on design and product developments to increasecompetitiveness.
Engineered Pump Division
The performance of this division was very good with record revenues and majorachievements like supply of firewater pump package to ONGC large axial flow submersiblesto Thailand metallic volute pumps to Telengana Irrigation. The division has built up astrong repertoire of products over the years and now is aggressively working on productsenhancement. The primary focus being on energy efficiency. With a good order backlog thedivision expects to maintain this performance in the coming year. It is working onenhancing infrastructure facilities to better serve the demand for its products.
Conventional Pump Division
This division also achieved major milestones in revenues and successful execution of amajor package for Telengana Water Grid large order for Royal irrigation Dept. largenumber of high horsepower submersibles for irrigation and water supply.
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. Itscomprehensive products range makes it a very strong player in the business allowing it tocater to changes in sectoral performance. This division has a good order book and isconfident of its performance going forward.
This division has finally gained traction with a strong order book and commencement ofexecution of its large Irrigation projects. Further the company booked large waterdistribution projects in Madhya Pradesh and is partnering Gruppo Aturia in an Irrigationproject in Africa. With strong order in irrigation and Rural water distribution alignedwith Government's initiative to provide water to all this division is confident to growthfurther in near term with its competence.
Gruppo Aturia performance was good with finally achieving its potential. Both itsIndustrial division and Rutschi nuclear division performed well. The Industrial divisionis seeing good growth in Irrigation pumps and Firefighting applications whereas thenuclear business has a strong order book of both new projects and after sales. Thebusiness should maintain its performance in the coming year.
The Company closed its operations at Mathers UK in July 2017 due to the continueddownturn in the offshore oil market . After completing all closure formalities it is nowexploring opportunities to monetize its assets. It should be noted that the consolidatedoperations results were significantly affected by these onetime closure costs.
The performance of Sterling Pumps Australia were stable and the company is a strongplayer in the Australian irrigation market .The performance is expected to significantlyimprove with recovery in the Oil & Gas markets.
WPIL South Africa maintained a steady performance which is creditable in the turbulentpolitical environment in the country. Things appear to be steadying this year and onehopes to see pent up demand drive sales growth in the business.
WPIL Thailand had an excellent performance this year with sizable hike in revenues andprofits and it expects to continue this momentum. Simultaneously the market penetrationhas radically increased and large number of opportunities are developing.
The operations of the Company were disappointing in 2017-18 due to its dependence onthe power sector. However the present year forecasts are looking much better.
D. FUTURE OUTLOOK
The business environment in the future is likely to remain dynamic and challenging.This makes it imperative for your Company to be future ready to meet challenges in itscore focus areas such as improved products performance distribution customers peopleand safety. The Company is actively leveraging technology and innovation as an enabler offuture growth market leadership and continued success. The company continues to leveragenewer applications-led technology to penetrate new markets and increased demand for itsproducts. The Company is also working on technology to derive benefit of customersexperience and choice of customers to company's products.
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 continue enhanced market share. The Company feels ithas achieved a good balance by developing its international business and creation of WasteWater Pump division which along with the Infrastructure division would be the majordrivers going forward. WPIL looks to cement its position in the various geographies andmarkets it operates going forward.
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 respectsin the market place. A combination of such strong qualities should help to maintain itsgrowth .
The biggest concern remains geo political risks such as rising commodity prices majorglobal economic policy changes and its impact on the various markets. The company isputting in place policies to minimize impact in such scenarios.
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 ware 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 objectives.
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 447 employees on the roll at the end of the year under review asagainst 438 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 Exchanges wherein the Company's shares are listed and SEBI (ListingObligations and Disclosures Requirements) Regulations 2015 as amended from time to time.A separate report on Corporate Governance adopted by the Company which is given inAnnexure- B forms a part of this report.
A certificate from the Auditors of the Company regarding the compliance of theconditions of Corporate Governance is attached to this report.
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) the Directors had 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 the end of the financial year and ofthe profit or loss of the Company for that period;
(iii) the Directors had taken proper and sufficient care for the maintenance ofadequate accounting records in accordance of the provisions of this Act for safeguardingthe assets of the Company and for preventing and detecting fraud and other irregularities;
(iv) the Directors had prepared the Annual Accounts on going concern basis;
(v) 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
(vi) the Directors had devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate 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 2013Mr.V.N.Agarwal and Mrs Ritu Agarwal retire by rotation and being eligible offerthemselves for re-appointment. Pursuant to the provisions of section 161 of the CompaniesAct 2013 read with the provisions of Article 123 of the Articles of the Company andprovisions of section 149 of the Companies Act 2013 and also in terms of therecommendation of the Nomination and Remuneration Committee the Board of Directors at itsmeeting held on 3rd February 2018 appointed Mr. Anjan Dasgupta as Additional Director ofthe Company to hold office up to the date of next Annual General Meeting of the Company orlast date on which the Annual General Meeting should have held whichever is earlier. Anotice in writing under Section 160 of the Companies Act 2013 has been received from amember of the Company signifying his intention to propose Mr. Anjan Das Gupta as acandidate for the office of the Independent Director. The Brief resume of the Directorsseeking appointment/re-appointments in the forthcoming Annual General Meeting in pursuanceof Regulation 36(3) of the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 as amended from time to time is annexed to the Notice convening SixtyFourth Annual General Meeting.
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) Regulations 2015 as amended from time to time.
POLICY FOR DIRECTORS' APPOINTMENT
The Company recognizes that an enlightened Board could effectively create a culture ofleadership to provide long term vision improve 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 diverge Board enablesefficient functioning through differences in perspective and skill and also fostersdifferentiated thought process at the back of varied industrial and management expertisegender knowledge and geographical background. The policy of the Company for appointmentof Directors and criteria for determining the qualifications positive attitude andindependence 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 involve abalance 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 Directors Key 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 Third Annual General Meeting relating to appointmentof Messers. S.R.Batliboi & Co. LLP Chartered Accountants (ICAI Firm Registration No.301003E/E300005) as Statutory Auditors of Company to hold the office from the conclusionof 63rd Annual General Meeting till the conclusion of 68th Annual General Meeting it wasnecessary for the members to ratify such appointment at each intervening Annual GeneralMeeting till the conclusion of 68th Annual General Meeting. The above requirement toratify the appointment of Statutory Auditor at each intervening Annual General Meeting asdealt with in proviso to sub rule 7 of the Companies (Audit and Auditors) Rules2014 hasbeen done away with by Companies Act (Amendment) 2017 read with Companies (Audit andAuditors) Amendment Rules2018 which came into force with effect from 7th May 2018.However a resolution to this effect has been proposed in the notice convening 64th AnnualGeneral Meeting to confirm the appointment of Messers. S.R. Batliboi & Co. LLPChartered Accountants (ICAI Firm Registration No. 301003E/E300005) as Statutory Auditorsof the Company for the rest of their tenure without any ratification in the Annual GeneralMeeting.
COMPANIIES (ACCOUNTS) RULES 2014
Information under section 134(3)(m) of the Companies Act 2013 read with Rule 8 of theCompanies (Accounts) Rules 2014 relating to Conservation of Energy TechnologyAbsorption and Foreign Exchange earnings and outgo so far as is applicable to the Companyare furnished in Annexure-A which forms a part of this report.
CODE OF CONDUCT
The Company has formulated Code of Conduct in compliance to the requirements ofRegulation 17(5) of the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 as amended from time to time. This code of conduct applies to BoardMembers and Senior Management Personnel of your Company. Confirmations towards adherenceto the code during the financial year 2017-18 have been obtained from all Board Membersand Senior Management Personnel in terms of the requirements of Regulation 26(3) of theSEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 as amended fromtime to time and a declaration relating to compliance to this code during the year underreview by all Board Members and Senior Management Personnel has been given by the ManagingDirector of the Company in terms of Schedule V(D) under Regulation 34(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 which accompanies thisreport.
DEMATERIALIZATION OF SHARES
TheCompany'ssharesareundertransfer-cum-dematoption.SharesoftheCompanycanonlybetradedindematerializedform. You have the option to hold the Company's shares in demat form through NationalSecurities Depository Limited (NSDL) or Central Depository Services (India) Limited(CDSL). 98.24% of the total equity share capital of the Company was held in dematerializedform with NSDL and CDSL as on 31st March 2018.
CONSOLIDATED FINANCIAL STATEMENTS
As required under the Securities and Exchange Board of India (Listing Obligations andDisclosure Requirements) Regulations 2015 as amended from time to time and Companies Act2013 the Consolidated Financial Statement of the Company and its group of entities areprovided in this Annual Report. The Consolidated Financial Statements of the Company alongwith those of its Subsidiaries and Joint Venture Companies have been prepared as perIndian Accounting Standards (IND-AS) 27 issued by the Institute of Chartered Accountantsof India and shown the financial resources assets liabilities income profits and otherdetails of the Company and its group of entities as a single entity. The performance andfinancial position those of its Subsidiaries and Joint Venture Companies included in theConsolidated Financial Statements are provided in accordance with the provisions ofSection129 of Companies Act 2013 read with Rule 5 of the Companies (Accounts) Rules 2014as a separate statement annexed to the note on Accounts containing salient features of thefinancial statements of the Company's subsidiaries/ joint ventures in form AOC-1 TheCompany publishes the Audited Consolidated Financial Statements in the Annual Report. Assuch Annual Report 2017-2018 does not contain financial statements of the subsidiaries interms of General Circular No. 2/2011 dated 8th February 2011 issued by the Ministry ofCorporate Affairs.
The Company had appointed M/s. D.Radhakrishnan & Co. Cost Accountants as the CostAuditors of the Company for the financial year 2017-18 under Section 148 of the CompaniesAct 2013 to conduct Cost Audit relating Cost Records maintained by the Company in respectof other machinery. As required under Rule 14 of the Companies (Audit and Auditors) Rules 2014 for the purpose of subsection (3) of Section 148 of the Companies Act 2013 theremuneration payable to the Cost Auditors for the year under review as recommended byAudit Committee and considered and approved by Board will be placed before the Members forratification at the ensuing Annual General Meeting.
EXTRACTS OF ANNUAL RETURN
As provided under Section 92(3) of the Companies Act 2013 extract of the AnnualReturn prepared in form MGT-9 pursuant to Rule 12 of the Companies (Management andAdministration Rules) 2014 as amended from time to time are furnished in Annexure-D whichforms a part of this report.
NUMBER OF BOARD MEETINGS HELD :
The Board of Directors duly met five times during the Financial Year from 1st April2017 to 31st March 2018. The dates on which the Meetings were held are 30th May 201714th July2017 13th September 2017 12th December2017 and 3rd February 2018.
According to the provisions of Section 204 of the Companies Act 2013 read with Rule9 of the Companies (Appointment of and Remuneration of Managerial Personnel) Rules 2014as amended from time to time every listed Company to annex with its Board report aSecretarial Audit Report given by Company 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 2017-18. 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 2018 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 were on arm's length basis and in the ordinary course ofbusiness. As required under SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015as amended from time to time related party transactions are placedbefore the Audit Committee for approval. Wherever required prior approval of the AuditCommittee is obtained on an omnibus basis for continuous transactions and thecorresponding actual transactions become a subject of review at subsequent Audit CommitteeMeeting.
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 requirements of IND-AS 24 in Note 41 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 centers around four thematic areas- Education Health &Hygiene Safe Drinking water and Woman Empowerment. In terms of Section 135 and ScheduleVII of the Companies Act 2013 the Board of Directors of the Company had constituted aCSR Committee comprising of Five Directors two of whom are Independent. CSR Committee ofthe Board has formulated a CSR policy of the Company and recommended same to the Board.The Board had approved the CSR activities undertaken by the Company as recommended by theCSR Committee which are enclosed in Annexure-F and form a part of this report. Some of theCSR projects/initiative took up/sustained during the year include providing medicalservices through organizing medical camps distribution of spectacles arrangement ofCataract surgery through renowned organization setting up of free medical clinicincluding supply of medicines at free of cost over the year distribution of booksre-imbursement of honorarium paid to teachers engaged in school run by NGO at KolkataPurulia and Uttar Kashi Setting up water vending machines to provide supply of safedrinking water arrangement of conference held for Woman empowerment though NGO. Some CSRinitiatives and projects planned during the year could not be taken up for severalreasons. The CSR Policy as approved by the Board may be accessed to Company's website atwww.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 Employees to report genuine concerns has beenestablished. The Whistle Blower Policy (vigil Mechanism) may be accessed to Company'swebsite at www.wpil.co.in . During the year under review no protected disclosure from anywhistle blower 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. Going forward the criticality of Risk Management an organization faces the Company is constantlystriving for developing a strong culture for Risk Management and awareness within theorganization 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 which form a part of this report. Pursuant to provisions of Section 197(12) ofthe Companies Act 2013 read with Rules 5 (2) of the Companies (Appointment andManagerial Personnel) Rules 2014 as amended a statement containing the names and otherprescribed particulars of top 10 employees in terms of remuneration drawn is annexed toand forms part of this report. However having regards to the provisions of first provisoof Section 136(1) of the Companies Act 2013 the Annual Report is being sent to all theMembers of the company excluding this information. The aforesaid statement is availablefor inspection by the Shareholders at the registered office of the Company during businesshours on working days up to the date of the ensuing Annual General Meeting. Anyshareholder interested in obtaining a copy of the said information may write to theCompany Secretary at the registered office of the Company and same will be furnished onrequest and said information may be accessed at the website of the Company. Disclosurespertaining to remuneration and other details as required under Section 197(12) of theCompanies Act 2013 read with Rules 5 (2) (i) (ii) & (iii) & 5(3) of theCompanies (Appointment and Managerial Personnel) Rules 2014 as amended are not furnishedsince there was no employee during the year who was in receipt of remuneration set out inthe 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)Regulations 2015 as amended from time to time the Board of Directors has carried out anannual evaluation of its own performance Board Committee and Individual Directors of theCompany.
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 skill and 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 Independent Directors at their separate meeting evaluated the performance of Boardas a whole performance of the Chairman and performance of Non-Independent Directors aftertaking into accounts the views of Executive Directors and Non-Executive Directors. Thesame was discussed in the Board Meeting held following the Meeting of the IndependentDirectors at which the performance of the Board its committees and Individual Directorswas also discussed.
In compliance to the requirements of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 as amended from time to time the Company has dedicated aseparate page for Investors Services in its website at www.wpil.co.in . This page containsparticulars for the information of Investors as prescribed under Regulation 46 of SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015. The Company keeps onupdating these particulars 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 necessarydisclosures as required under various provisions of the Companies Act 2013 and SEBI(Listing Obligation and Disclosures Requirements) Regulations 2015 as amended from timeto time. Further the company has complied with all applicable Secretarial Standards duringthe year as prescribed by The Institute of Company Secretaries of India and thisdisclosure is made in conformity with the requirements of Revised version of SecretarialStandards SS-1 effective from 1st October 2017 issued by The Institute of CompanySecretaries 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) Rules 2014 and nopublic deposits were outstanding or remained unclaimed as on 31st March 2018.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS
There are no significant and material orders passed by the Regulators 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 congenialatmosphere irrespective of gender cast creed or social class of the employees. TheCompany has in place the requisites Internal Committee as envisaged in the SexualHarassment of Women at workplace (Prevention Prohibition and Redressal) Act 2013 toredress complaints if any received regarding sexual harassment. No complaints on theissues covered by the said act were reported to the Internal Committee / Board during theyear.
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.
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. Your Company would encourage other Members also toregister themselves for receiving Annual Report and other communications in electronicform. Further of late SEBI vide its circular no. SEBI/HO/MIRSD/DOP1/CIR/P/2018/73 dated20.04.2018 directed all Companies to make payment of dividend to the shareholders throughapproved electronic modes and also directed that updated bank details of the shareholdersmust be maintained by the Companies and if not available the same must be obtained fromthe concerned shareholders. The Ministry of Corporate Affair through its various circularsissued from time to time directed the Company to obtain information from shareholders asto Email Id PAN and phone No. A separate communication to these effects will be sent tothe shareholders shortly.
Statements 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 Company believesexpectations reflected in such forward looking statements are reasonable. However noassurance can be given that such expectations will prove to have been correct. Actualresults may vary from those expressed and implied depending upon the economic conditionsGovernment Policies and other incidental factors. Readers are cautioned to repose unduereliance on the forward looking statements.
The Directors take this opportunity to express their whole-hearted appreciation for theunstinted support and cooperation received from the Central Government various StateGovernments and Government undertakings Banks Financial Institutions Customers andShareholders during the year under review. The Directors also wish to place on recordtheir appreciation for the service rendered by the employees at all levels in the Companyand for their valuable contributions towards the performance of the Company.
| ||For and on behalf of Board of Directors |
| ||P. AGARWAL Managing Director |
| ||DIN 00249468 |
|Place : Kolkata ||K. K. GANERIWALA Executive Director |
|Date : 30th May 2018 ||DIN 00408722 |